HomeMy WebLinkAbout2024-4532 - Ordinance - 07/25/2024CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
BRAZOS COUNTY
CITY OF COLLEGE STATION, TEXAS
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We, the undersigned officers of the City Council of the City of College Station, Texas
hereby certify as follows:
1. The City Council convened in a regular meeting on July 25, 2024 at the regular
designated meeting place, and the roll was called of the duly constituted officers and members of
the City Council, to wit:
John Nichols, Mayor
William Wright, Place 2 Councilman
Elizabeth Cunha; Place 4 Councilwoman
Dennis Maloney, Place 6 Councilman
Mark Smith, Place 1 Councilman
Linda Harvell, Place 3 Councilwoman
Bob Yancy, Place 5 Councilman
and all of the above persons were present, except Mark Smith :, thus
constituting a quorum. Whereupon, among other business the following was transacted at the
Meeting: a written Ordinance entitled
ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS;
DELEGATING THE AUTHORITY TO CERTAIN CITY OFFICIALS TO EXECUTE
CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; APPROVING AND
AUTHORIZING AN OFFICIAL STATEMENT AND INSTRUMENTS AND PROCEDURES
RELATING TO SAID BONDS; AND ENACTING OTHER PROVISIONS RELATING TO THE
SUBJECT
was duly introduced for the consideration of the City Council. It was then duly moved and
seconded that the Order be passed; and, after due discussion, the motion, carrying with it the
passage of the Order, prevailed and carried, with all members of the City Council shown present
above voting "Aye," except as noted below:
NAYS: 0 ABSTENTIONS: 0
2. A true, full, and correct copy of the Ordinance passed at the Meeting described in the
above and foregoing paragraph 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 City Council's minutes of the Meeting pertaining to the
passage of the Ordinance; the persons named in the above and foregoing paragraph are the duly
chosen, qualified, and acting officers and members of the City Council as indicated therein; that
each of the officers and members of the City 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 passage at the Meeting, and each of the officers and
members consented, in advance, to the holding of the Meeting for such purpose; and that 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 the Texas Government Code, Chapter 551.
3. The Mayor of the City Council has approved and hereby approves the Ordinance; and
the Mayor and the City Secretary of the City hereby declare that their signing of this certificate
shall constitute the signing of the attached and following copy of said Ordinance for all purposes.
SIGNED AND SEALED ON JULY 25, 2024
Tanya D. S"mith John Nichols
City Secretary Mayor
(CITY SEAL)
Ordinance Authorizing the Issuance of
City of College Station, Texas General Obligation Bonds
ORDINANCE NO. 2024-4532
ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS;
DELEGATING THE AUTHORITY TO CERTAIN CITY OFFICIALS TO EXECUTE
CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; APPROVING AND
AUTHORIZING AN OFFICIAL STATEMENT AND INSTRUMENTS AND PROCEDURES
RELATING TO THE BONDS; AND ENACTING OTHER PROVISIONS RELATING TO THE
SUBJECT
WHEREAS, by virtue of a special bond election held within the City of College Station,
Texas ("the Issuer"), this City Council became authorized to issue, sell and deliver the general
obligation bonds of the Issuer, of which there has been previously issued and are authorized to be
issued by this Ordinance, as described in Schedule I attached hereto and incorporated herein;
WHEREAS, this City Council finds and determines that it is necessary and proper to
authorize the issuance, sale and delivery of a portion of such voted bonds;
WHEREAS, the City now desires to refund all or part of its City of College Station
Certificates of Obligation, Series 2014, the particular maturities of which may be selected and
designated to be refunded by the Pricing Officer in the Pricing Certificate (the "Refunded
Obligations");
WHEREAS, Chapter 1207, Texas Government Code, authorizes the City to issue
refunding bonds and to deposit the proceeds from the sale thereof, together with any other available
funds or resources, directly with a paying agent for the Refunded Obligations or a trust company
or commercial bank that does not act as a depository for the City and is named in these proceedings,
and such deposit, if made before the payment dates of the Refunded Obligations, shall constitute
the making of firm banking and financial arrangements for the discharge and final payment of the
Refunded Obligations;
WHEREAS, Chapter 1207, Texas Government Code, further authorizes the City to enter
into an escrow or similar agreement with such paying agent for the Refunded Obligations or trust
company or commercial bank with respect to the safekeeping, investment, reinvestment,
administration and disposition of any such deposit, upon such terms and conditions as the City and
such paying agent or trust company or commercial bank may agree;
WHEREAS, the City Council hereby finds and declares a public purpose and it is in the
best interests of the City to refund the Refunded Obligations in order to achieve a debt service
savings, with such savings, among other information and terms to be included in the Pricing
Certificate to be executed by the Pricing Officer (hereinafter designated), all in accordance with
the provisions of Section 1207.007, Texas Government Code and;
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within twenty years of the date of the bonds hereinafter authorized;
WHEREAS, the Issuer is an "Issuer" under Section 1371.001(4)(P), Texas Government
Code, having (i) a principal amount of at least $100 million in outstanding long-term indebtedness,
in long-term indebtedness proposed to be issued, or a combination of outstanding or proposed
long-term indebtedness and (ii) some amount of long-term indebtedness outstanding or proposed
to be issued that is rated in one of the four highest rating categories for long-term debt instruments
by a nationally recognized rating agency for municipal securities, without regard to the effect of
any credit agreement or other form of credit enhancement entered into in connection with the
obligation;
WHEREAS, the Bonds hereinafter authorized to be issued are to be issued, sold and
delivered pursuant to the general laws of the State of Texas, including Texas Government Code,
Chapters 1251, 1331 and 1371, as amended and the City's Home Rule Charter; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the time, place and subject
matter of the public business to be considered and acted upon at the meeting, including this
Ordinance, was given, all as required by the applicable provisions of Texas Government Code,
Chapter 551;
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
COLLEGE STATION, TEXAS:
Section 1. DEFINITIONS; AUTHORIZATION OF BONDS.
(a) Definitions. Terms not otherwise defined herein shall have the following
meanings.
(i) The term "Authorized Denomination" shall mean a denomination of
$5,000 of principal amount of a Bond or any integral multiple thereof.
(ii) The term "Business Day" means any day other than a Saturday, Sunday,
a legal holiday, or a day on which banking institutions in the City are, authorized
by law or executive order to close.
(iii) The term "Bonds" shall mean the Bonds authorized to be issued and
delivered by this Ordinance, unless such series designation is changed in the Pricing
Certificate to reflect the actual sale of the Bonds.
(iv) The term "Financial Obligation" means a: (a) debt obligation; (b)
derivative instrument entered into in connection with, or pledged as security or a
source of payment for, an existing or planned debt obligation; or (c) a guarantee of
the foregoing (a) and (b). The term Financial Obligation does not include any
municipal securities as to which a final official statement has been provided to the
MSRB consistent with the Rule.
(v) The term "MSRB" means the Municipal Securities Rulemaking Board.
(vi) The term "Pricing Certificate" means a certificate of the Pricing Officer
setting forth the terms of sale of the Bonds including the method of sale, principal
amount, maturity dates, interest payment dates, dated date, interest rates, yields,
redemption provisions, and other matters related to the sale of the Bonds.
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(vii) The term "Pricing Officer" means the Mayor, the City Manager and
the Assistant City Manager/Chief Financial Officer (each the "Pricing Officer")
each of whom is independently authorized to finalize the terms of sale of the Bonds
by execution of the Pricing Certificate.
(viii) The term "Purchaser" means (i) if the Bonds are sold by negotiated
sale, the underwriter or underwriting syndicate selected by the Pricing Officer, or
(ii) if the Bonds are sold by competitive sale by soliciting public bids, the
underwriter or underwriting syndicate awarded the Bonds by the Pricing Officer.
(ix) The term "Rule" means SEC Rule 15c2-12 (17 C.F.R. § 240.15C2-12),
as amended from time to time.
(x) The term "SEC" means the United States Securities and Exchange
Commission.
(b) The City of College Station, Texas (the "Issuer") hereby authorizes to be issued and
delivered the Bonds, in one or more series, as follows: for the following public purposes: (i)
constructing, designing, improving and equipping parks and recreational facilities consisting of
the following: demolition and reconstruction of restrooms, concession and storage space for the
Bachmann Little League Building and Senior League/Soccer Building; pickleball and futsal courts
at Anderson Park including lighting, parking and restrooms; demolition and reconstruction of the
Central Park Operations Shop facility; pavilions, lighting, shade areas, irrigation, sidewalks,
pathways, playgrounds/recreational areas, historical markers and signage at Mabel Clare Thomas
Park; tennis courts, lighting and fencing at Bee Creek and Central Parks; restrooms, sidewalks and
pathways at Lincoln Center/W.A. Tarrow Park; (ii) refunding the Refunded Obligations; and (iii)
paying costs of issuance of the Bonds (collectively, the "Projects"). The maximum par amount of
the Bonds to be issued for the purposes above may not exceed $30,300,000.
(c) Each Bond issued pursuant to this Ordinance shall be designated: "CITY OF
COLLEGE STATION, TEXAS, GENERAL OBLIGATION REFUNDING AND
IMPROVEMENT BOND, SERIES 2024", and initially there shall be issued, sold, and delivered
hereunder fully registered Bonds for each series, without interest coupons, payable to the
respective registered owners thereof (with the initial bonds being made payable to the initial
purchaser as described in Section 10 hereof), or to the registered assignee or assignees of the bonds
or any portion or portions thereof (in each case, the "Registered Owner"). The Bonds shall be in
the respective denominations and principal amounts, shall be numbered, shall mature and be
payable on the date or dates in each of the years and in the principal amounts, and shall bear interest
to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set
forth in the Pricing Certificate for such series of Bonds.
(d) As authorized by Sections 1371.053, Texas Government Code, each Pricing Officer is
hereby authorized to act individually and severally on behalf of the City in selling and delivering
the Bonds, carrying out the other procedures specified in this Ordinance, including, determining
the date of the Bonds, any additional or different designation or title by which the Bonds shall be
known, whether the Bonds shall be sold and delivered in one or more series and the date and sale
and delivery of each such series, the price at which the Bonds will be sold, the years in which the
Bonds will mature, the principal amount to mature in each of such years, the rate of interest to be
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borne by each such maturity, the interest payment and record dates, the 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 obtaining municipal insurance for all or any portion
of the Bonds and providing for the terms and provisions thereof applicable to the Bonds, all of
which shall be specified in the Pricing Certificate.
(e) No series of Bonds shall be issued pursuant to this Ordinance unless each of the
following parameters are satisfied as specified in the Pricing Certificate:
(i) the aggregate principal amount of the Bonds shall not exceed $30,300,000 with
not more than $13,200,000 in principal being issued for purposes described in clause (i) of
Section 1(b) (plus the portion of the costs of issuance) and not more than $17,100,000 in
principal being issued for purposes described in clause (ii) of Section 1(b) (plus the portion
of the costs of issuance);
(ii) the true interest cost of the Bonds issued for purposes described in clause (i) of
Section 1(b)shall not exceed 4.500% per annum and the true interest cost of the Bonds
issued for purposes described in clause (ii) of Section 1(b)shall not exceed 3.650% per
annum;
(iii) the refunding must produce net present value debt service savings of at least
5.500%;
(iv) the final maturity of the Bonds shall not exceed February 15, 2044;
(v) the delegation made hereby shall expire if not exercised by the Pricing Officer
on or prior one year from the date of adoption of this Ordinance; and
(vi) on or prior to delivery, the Bonds shall be rated by a nationally recognized
rating agency for municipal securities in one of the four highest categories for long-term
obligations.
(f) In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall
establish an amount that, when combined with premium used for purposes other than the payment
of costs of issuance, does not exceed the amount authorized in Subsection (b) hereof, which shall
be sufficient in amount to provide for the purposes for which the Bonds are authorized and to pay
costs of issuing the Bonds. The Bonds shall be sold with and subject to such terms as set forth in
the Pricing Certificate.
(g) The Bonds may be sold by public offering (either through a negotiated or competitive
offering) and the Pricing Certificate shall so state, and the Pricing Certificate may conform this
Ordinance to such method of sale, including the provisions hereof that pertain to the undertaking
of the Issuer in accordance with the Rule.
(h) The City Council hereby determines that the delegation of the authority to the Pricing
Officer to approve the final terms of the Bonds as set forth in this Ordinance is, and the decisions
made by the Pricing Officer pursuant to such delegated authority and incorporated into the Pricing
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Certificate are required to be, in the Issuer's best interests, and the Pricing Officer is hereby
authorized to make and include in the Pricing Certificate a finding to that effect.
Section 3. CHARACTERISTICS OF THE BONDS.
(a) The City shall keep or cause to be kept at the corporate trust office in Dallas, Texas
(the "Designated Trust Office") of The Bank of New York Mellon Trust Company, N.A. (the
"Paying Agent/Registrar"), books or records for 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 the 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 the 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 at its
Designated Trust Office, 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 thereof to the Paying Agent/Registrar at its Designated Trust Office 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 Authorized Denomination, 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 may, upon surrender thereof at the
Designated Trust 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
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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 an Authorized Denomination (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 assignees, in an aggregate principal amount equal to the
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 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 specifically 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 Council or any other body or person so as to accomplish the foregoing exchange or
replacement of any Bonds or portion thereof, and the Paying Agent/Registrar shall provide for the
printing, execution, and delivery of the substitute Bond in the manner prescribed herein. Pursuant
to Chapter 1206, Texas Government Code, the duty of exchange or replacement of any Bonds as
aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of
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 transferred and
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assigned, (iii) may be exchanged for other Bonds, (iv) shall have the characteristics, (v) shall be
signed and sealed, and (vi) 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.
(0 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 Bonds 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 an Authorized Denomination, 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
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,
financial institution, or other agency to act as and perform the services of Paying Agent/Registrar
for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The
City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less
than sixty 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.
Section 4. FORM OF BONDS. The form of the Bonds, including the form of the
Authentication Certificate, the form of Assignment and the form of Registration Certificate of the
Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially issued
and delivered pursuant to this Ordinance, shall be in substantially the form as set forth in Exhibit
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A to this Ordinance The Bonds shall numbered consecutively from R-1 upward, with the Initial
Bond being numbered T-1, with such appropriate variations, omissions, or insertions as are
permitted or required by this Ordinance and with the FORM OF BOND to be modified pursuant
to, and completed with information set forth in the Pricing Certificate. The FORM OF BOND as
it appears in Exhibit A shall be completed, amended and modified by Bond Counsel to incorporate
the information set forth in the Pricing Certificate but it is not required for the FORM OF BOND
to reproduced as an exhibit to the Pricing Certificate. 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.
Section 5. REDEMPTION PROVISIONS.
(a) Optional Redemption. The Bonds may be subject to optional redemption prior to
maturity on the dates and at the redemption prices as set forth in the Pricing Certificate. The Pricing
Officer is hereby delegated to make such modifications to the provisions of this section in the
Pricing Certificate as are necessary to complete the sale and delivery of the Bonds.
(b) Notice of Redemption. At least thirty days prior to the date fixed for any redemption
of Bonds, or portions thereof, prior to maturity, the Issuer shall cause written notice of such
redemption to be sent by United States mail, first class, postage prepaid, to each Registered Owner
of a Bond to be redeemed, in whole or in part, at the address of the Registered Owner appearing
on the registration books of the Paying Agent/Registrar at the close of business on the business
day next preceding the date of mailing of such notice. All notices of redemption so mailed shall
be conclusively presumed to have been duly given irrespective of whether received by the
Registered Owner.
(c) Firm Banking and Financial Arrangements. By the date fixed for any prior
redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the
required redemption price for the Bonds or portions thereof that are to be redeemed. If written
notice of redemption is mailed and if due provision for such payment is made, all as provided
above, the Bonds or portions thereof that are to be redeemed shall automatically be treated as
redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed
for redemption, and they shall not be regarded as being outstanding except for the right of the
Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds
provided for such payment. If a portion of any Bond shall be redeemed, a substitute Bond having
the same maturity date, bearing interest at the same rate, in an 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 Issuer.
(d) Selection of Bonds for Redemption. If less than all Bonds of the same maturity are to
be redeemed on a redemption date, the Paying Agent/Registrar shall randomly select by lot the
Bonds within such maturity to be redeemed.
(e) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by this Order have been met and
moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be
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redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice
of redemption, such notice shall state that said redemption may, at the option of the Issuer, be
conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth
in such notice of redemption. If a conditional notice of redemption is given and such prerequisites
to the redemption and sufficient moneys are not received, such notice shall be of no force and
effect, the Issuer shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in
the manner in which the notice of redemption was given, to the effect that the Bonds have not been
redeemed.
Section 6. LEVY OF TAX; INTEREST AND SINKING FUND.
(a) A special fund or account, to be designated the "City of College Station Series 2024
Interest and Sinking Fund" (the "Interest and Sinking Fund") is hereby created and shall be
established and maintained by 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 respective series of 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 respective Interest
and Sinking Fund. During each year while any of the Bonds are outstanding and unpaid, the
governing body 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 the cost 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 or comes due through operation of the mandatory sinking
fund redemption, if any, but never less than 2% of the original amount of the Bonds as a sinking
fund each year. The rate and amount of ad valorem tax is hereby ordered to be levied against all
taxable property in the City for each year while any of the Bonds is outstanding and unpaid, and
the ad valorem tax shall be assessed and collected each such year and deposited to the credit of the
Interest and Sinking Fund. Ad valorem taxes necessary to pay the interest on and principal of the
Bonds, as such interest comes due and such principal matures, are hereby pledged for such
payment, within the limit prescribed by law.
(b) Application of Chapter 1208, Government Code. Chapter 1208, Texas Government
Code, applies to the issuance of the Bonds and the pledge of ad valorem taxes granted by the City
under this section, 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 the ad
valorem taxes granted by the City 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.
(c) In order to pay any debt service coming due on the Bonds prior to receipt of the taxes
levied to pay such debt service, there is hereby appropriated from current funds on hand, which
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are hereby certified to be on hand and available for such purpose, an amount sufficient to pay such
debt service, and such amount shall be used for no other purpose.
(d) The City shall do any and all things necessary to accomplish the transfer of monies to
the Interest and Sinking Fund of this issue in ample time to pay such items of principal and interest
due on the Bonds.
(e) The Interest and Sinking Fund 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
Interest and Sinking Fund shall be used only for the purposes and in the manner permitted or
required by this Ordinance.
Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered,
a new Bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated,
lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the registered owner
applying for a replacement Bond shall furnish to the City and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the
registered owner shall furnish to the City and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Bond shall have matured, and no default has occurred which is then continuing in
the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is
furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond,
the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing,
and other expenses in connection therewith. Every replacement Bond issued pursuant to the
provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall
constitute a contractual obligation of the City whether or not the lost, stolen, or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance
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(e) AuthorityforlssuingReplacementBonds. In accordance with Section 1201.067, Texas
Government Code, this Section of this Ordinance shall constitute authority for the issuance of any
such replacement Bond without necessity of further action by the City or any other body or person,
and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the
form and manner and with the effect, as provided in Section 4(d) of this Ordinance for Bonds
issued in conversion and exchange of other Bonds.
Section 8. FEDERAL INCOME TAX MATTERS.
(a) Covenants. The Issuer covenants to take any action necessary 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
Registered Owner for purposes of federal income taxation. In furtherance thereof, the Issuer
covenants as follows:
(i) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds or the projects financed therewith (less 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 or the projects financed therewith are so used, such
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 percent of the debt service
on the Bonds, in contravention of section 141(b)(2) of the Code;
(ii) to take any action to assure that in the event that the "private business use"
described in subsection (a)(i) 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;
(iii) 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 (less 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;
(iv) 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;
(v) 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;
(vi) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Bonds, other than investment property acquired
with:
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(A) proceeds of the Bonds invested for a reasonable temporary period of 3
years or less or, in the case of a refunding bond, for a period of 90 days or less until
such proceeds are needed for the purpose for which the Bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148 1(b) of the Treasury Regulations, and
(C) 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;
(vii) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage); and
(viii) 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.
(b) Rebate Fund. To facilitate compliance with subsection (a)(viii), a "Rebate Fund" is
hereby established by the Issuer for the sole benefit of the United States of America, and such fund
shall not be subject to the claim of any other person, including without limitation the Registered
Owners. The Rebate Fund is established for the additional purpose of compliance with section
148 of the Code.
(c) Proceeds. The Issuer understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of refunded obligations expended prior to the date of 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 such intention, the Issuer hereby authorizes and directs the City
Manager or Assistant City Manager/Chief Financial Officer 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 Bonds.
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Section 9. DISPOSITION OF PROJECT. The Issuer covenants that the property
financed with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction
resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an
opinion of nationally -recognized bond counsel that such sale or other disposition will not adversely
affect the tax-exempt status of such Bonds. For purposes of the foregoing, the portion of the
property comprising personal property and disposed in the ordinary course shall not be treated as
a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer
shall not be obligated to comply with this covenant if it obtains an opinion that such failure to
comply will not adversely affect the excludability for federal income tax purposes from gross
income of the interest.
Section 10. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR
THE PROJECT. The Issuer covenants to account for the expenditure of sale proceeds and
investment earnings to be used for the construction and acquisition of the Project on its books and
records by allocating proceeds to expenditures within 18 months of the later of the date that (1)
the expenditure is made, or (2) the Project is completed. The foregoing notwithstanding, the Issuer
shall not expend sale proceeds or investment earnings thereon more than 60 days after the earlier
of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired,
unless the Issuer obtains an opinion of nationally -recognized bond counsel that such expenditure
will not adversely affect the status, for federal income tax purposes, of the Bonds or the interest
thereon. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it
obtains an opinion that such failure to comply will not adversely affect the excludability for federal
income tax purposes from gross income of the interest.
Section 11. Reserved.
Section 12. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS. The City
Manager or the Assistant City Manager/Chief Financial Officer of the City is hereby authorized to
have control of the Bonds initially issued and delivered hereunder 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 attached to such Bonds, and the seal
of said Comptroller shall be impressed, or placed in facsimile, on such certificate. The Bonds thus
registered shall remain in the custody of the Assistant City Manager/Chief Financial Officer (or
the designee thereof) until delivered to the Purchaser (as defined in Section 16 of this Ordinance).
Section 13. DTC REGISTRATION. 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 17A 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 shall be delivered to and registered in the name of CEDE & CO., the nominee of DTC.
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It is expected that DTC will hold the Bonds on behalf of the Purchaser and its participants. So
long as each Bond 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 Authorized Denominations, 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.
Section 14. CONTINUING DISCLOSURE OBLIGATION PURSUANT TO RULE
15C2-12 (17 C.F.R. § 240.15C2-12).
(a) Annual Reports.
(i) The City will provide certain updated financial information and operating data
to the MSRB on an annual basis in an electronic format that is prescribed by the MSRB
and available via the Electronic Municipal Market Access System ("EMMA") at
www.emma.msrb.org. The information to be updated includes all quantitative financial
information and operating data with respect to the City of the general type included in the
Official Statement under Tables numbered 1 through 6; 8 through 20 and in Appendix B
(or as otherwise provided in the Pricing Certificate). The City will update and provide the
information in Tables numbered 1 through 6 and 8 through 20 within six months after the
end of each fiscal year ending in and after 2024. The City will additionally provide audited
financial statements when and if available, and in any event, within 12 months after the
end of each fiscal year ending in or after 2024. If the audit of such financial statements is
not complete within 12 months after any such fiscal year end, then the City will file
unaudited financial statements within such 12-month period and audited financial
statements for the applicable fiscal year, when and if the audit report on such statements
becomes available. Any such financial statements will be prepared in accordance with the
accounting principles described in Appendix B of the Official Statement or such other
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accounting principles as the City may be required to employ from time to time pursuant to
State law or regulation.
(ii) The financial information and operating data to be provided may be set forth
in full in one or more documents or may be included by specific reference to any document
available to the public on the MSRB's Internet Web site or filed with the SEC, as permitted
by the Rule. If the City changes its fiscal year, it will notify the MSRB 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 that is available to the public on the MSRB's internet website
or filed with the SEC. All documents provided to the MSRB pursuant to this Section shall
be accompanied by identifying information as prescribed by the MSRB.
(b) Event Notices. The City shall notify the MSRB in an electronic format as prescribed
by the MSRB, in a timely manner (but not in excess of ten Business Days after the occurrence of
the event) of any of the following events with respect to the Bonds:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial 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 the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701—
TEB) or other material notices or determinations with respect to the tax status of the Bonds,
or other material events affecting the tax status of the Bonds;
7. Modifications to rights of Bondholders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of an obligated person
(which is considered to occur when any of the following occur: the appointment of a
receiver, fiscal agent, or similar officer for the City in a proceeding under the United States
Bankruptcy Code or in any other proceeding under state or federal law in which a court or
15
governmental authority has assumed jurisdiction over substantially all of the assets or
business of the City, or if such jurisdiction has been assumed by leaving the existing
governing body and officials or officers in possession but subject to the supervision and
orders of a court or governmental authority, or the entry of an order confirming a plan of
reorganization, arrangement, or liquidation by a court or governmental authority having
supervision or jurisdiction over substantially all of the assets or business of the City);
13. The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the obligated person,
other than in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of a
trustee, if material;
15. Incurrence of a Financial Obligation of the City, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a Financial
Obligation of the City, any of which affect Bondholders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the City, any of which
reflect financial difficulties.
The City shall notify the MSRB, in a timely manner, of any failure by the City to
provide financial information or operating data in accordance with this Section by the time
required by such subsection.
(c) Limitations, Disclaimers, and Amendments.
(i) The City shall be obligated to observe and perform the covenants specified in
this Section for so long as, but only for so long as, the City remains an "obligated person"
with respect to the Bonds within the meaning of the Rule, except that the City in any event
will give notice of any deposit made in accordance with this Ordinance or applicable law
that causes Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered owners
and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall
give any benefit or any legal or equitable right, remedy, or claim hereunder to any other
person. The City undertakes to provide only the financial information, operating data,
financial statements, and notices which it has expressly agreed to provide pursuant to this
Section and does not hereby undertake to provide any other information that may be
relevant or material to a complete presentation of the City's financial results, condition, or
prospects or hereby undertake to update any information provided in accordance with this
Section or otherwise, except as expressly provided herein. The City does not make any
representation or warranty concerning such information or its usefulness to a decision to
invest in or sell Bonds at any future date.
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(iii) UNDER NO CIRCUMSTANCE SHALL THE CITY BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR
IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR
WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS
SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN
CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL
BE LIMITED TO AN ACTION FOR 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 this 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) Should the Rule be amended to obligate the City to make filings with or provide
notices to entities other than the MSRB, the City hereby agrees to undertake such obligation
with respect to the Bonds in accordance with the Rule as amended. 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 registered owners 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)
determined that such amendment will not materially impair the interest of the registered
owners 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.
Section 15. DEFEASANCE.
(a) Deemed Paid. 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 (e) 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
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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 City with the Paying Agent/Registrar for the payment of its services until
all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed
to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer
be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and
pledged as provided in this Ordinance, and such principal and interest shall be payable solely from
such money or Defeasance Securities.
(b) Investments. Any moneys so deposited with the Paying Agent/Registrar may at the
written direction of the City 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 City, or deposited
as directed in writing by the City. 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 (a)(i) or (ii) above. All income from such Defeasance Securities received by the Paying
Agent/Registrar which is not required for the payment of the Defeased Securities, with respect to
which such money has been so deposited, shall be remitted to the City or deposited as directed in
writing by the City.
(c) Selection of Defeased Bonds. In the event that the City 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.
(d) Defeasance Securities. The term "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, including obligations that are unconditionally guaranteed or
insured by the agency or instrumentality and that, on the date the governing body of the City adopts
or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment
quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (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 issuance of refunding bonds, are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent and (iv) any securities and obligations now or hereafter authorized by State law that are
eligible to refund, retire or otherwise discharge obligations such as the Bonds.
(e) The Pricing Officer is authorized to modify the categories of Defeasance Securities
that are eligible to defease the Bonds.
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(f) Continuing Duty of Paying Agent/Registrar. Until all Bonds defeased under this
Section of this Ordinance shall become due and payable, the Paying Agent/Registrar for such
Bonds shall perform the services of Paying Agent/Registrar for such Bonds the same as if they had
not been defeased, and the City shall make proper arrangements to provide and pay for such
services.
Section 16. SALE OF BONDS; OFFICIAL STATEMENT.
(a) The Bonds may be sold by public offering (either through a negotiated or competitive
offering) and the terms and provisions of which are to be determined by the Pricing Officer in
accordance with Section 2 hereof, and in which the purchasers of the Bonds are designated. The
Bonds may be sold pursuant to a purchase agreement or notice of sale and bidding instructions
(collectively, the "Purchase Agreement") which the Pricing Officer is hereby authorized to execute
and deliver and in which the Purchaser of the Bonds shall be designated. The Bonds shall initially
be registered in the name of the Purchaser thereof as set forth in the Pricing Certificate.
(b) The City hereby approves the form and content of the draft preliminary official
statement relating to the Certificates in the form attached hereto as Exhibit B and any addenda,
supplement or amendment thereto, and deems final the preliminary official statement and approves
the distribution of such preliminary official statement in the reoffering of the Certificates by the
Purchaser, with such changes therein or additions thereto as the Pricing Officer executing the same
may deem advisable or as are required by the Rule. The Pricing Officer is hereby authorized, in
the name and on behalf of the City, to approve, distribute, and deliver a final preliminary official
statement and a final official statement relating to the Certificates to be used by the Purchaser in
the marketing of the Certificates.
(c) The Pricing Officer is authorized, in connection with effecting the sale of the Bonds,
to obtain from a municipal bond insurance company so designated in the Pricing Certificate (the
"Insurer") a municipal bond insurance policy (the "Insurance Policy") in support of the Bonds. To
that end, should the Pricing Officer exercise such authority and commit the City to obtain a
municipal bond insurance policy, for so long as the Insurance Policy is in effect, the requirements
of the Insurer relating to the issuance of the Insurance Policy are incorporated by reference into
this Ordinance and made a part hereof for all purposes, notwithstanding any other provision of this
Ordinance to the contrary. The Pricing Officer shall have the authority to execute any documents
to effect the issuance of the Insurance Policy by the Insurer.
(d) The Mayor and Mayor Pro Tem, the City Manager, the Assistant City Manager/Chief
Financial Officer and City Secretary, 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 City a Paying Agent/Registrar Agreement, in the form presented at the meeting at
which this Ordinance is adopted, with the Paying Agent/Registrar and all other instruments,
whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms
and provisions of this Ordinance, the Bonds, the sale of the Bonds, the Purchase Agreement and
the Official Statement. In case any officer whose signature shall appear 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 such officer had remained in office until such delivery.
19
Section 17. FURTHER PROCEDURES. The Mayor, the City Secretary, the City
Manager, Assistant City Manager/Chief Financial Officer and Director of Finance, 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 City all such instruments, whether or not herein
mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this
Ordinance, and the sale and delivery of the Bonds and fixing all details in connection therewith.
The City Council hereby authorizes the payment of the fee of the Office of the Attorney General
of the State of Texas for the examination of the proceedings relating to the issuance of the Bonds,
in the amount determined in accordance with the provisions of Section 1202.004, Texas
Government Code.
Section 18. CONSTRUCTION FUND; USE OF PROCEEDS.
(a) The City hereby creates and establishes and shall maintain on the books of the City a
separate fund to be entitled the "Series 2024 GO Bonds Construction Fund" (the "Construction
Fund") for use by the City for payment of all lawful costs associated with the acquisition and
construction of the projects as provided in Section 1.
(b) The proceeds from the sale of the Bonds shall be deposited, on the date of closing, in
the manner described in a letter of instructions prepared by the City or on behalf of the City by the
City's financial advisor. The foregoing notwithstanding, any proceeds representing accrued
interest on the Bonds shall be deposited to the credit of the Interest and Sinking Fund.
Section 19. INTEREST EARNINGS. The interest earnings derived from the investment
of proceeds from the sale of the Bonds may be used along with other proceeds for the construction
of the permanent improvements set forth in Section 1 hereof for which the Bonds are issued;
provided that after completion of such permanent improvements, if any of such interest earnings
remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is
further provided, however, that any interest earnings on proceeds which are required to be rebated
to the United States of America pursuant to this Ordinance hereof in order to prevent the Bonds
from being arbitrage bonds shall be so rebated and not considered as interest earnings for the
purposes of this Section.
Section 20. 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 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) Remedies for Default. 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
20
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. 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 members 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
Section 21. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF
FUNDS; REDEMPTION OF REFUNDED OBLIGATIONS.
(a) In furtherance of authority granted by Section 1207.007(b), Texas Government Code, the
Pricing Officer is further authorized to enter into and execute on behalf of the City with the escrow agent
named therein, an escrow or similar agreement, which agreement will provide for the payment in full of the
Refunded Obligations. In addition, the Pricing Officer is authorized to purchase such securities, to execute
such subscriptions for the purchase of the Escrowed Securities, (as defined in the agreement), if any, and
to authorize such contributions to the escrow fund as provided in the agreement.
(b) The City hereby directs that the Refunded Obligations be called for redemption on the dates
and as set forth in the Pricing Certificate. Each of such Refunded Obligations shall be redeemed at the
redemption price of par plus accrued interest. The paying agents for the Refunded Obligations are hereby
authorized and directed to issue or cause to be issued the Notices of Redemption of the Refunded
Obligations.
21
(c) In addition, the paying agent/registrars for the Refunded Obligations are hereby directed to
provide the appropriate notices of redemption and defeasance as specified by the ordinances authorizing
the issuance of the Refunded Obligations and are hereby directed to make appropriate arrangements so that
the Refunded Obligations may be redeemed on their redemption dates. The Refunded Obligations shall be
presented for redemption at the paying agent/registrars and shall not bear interest after the date fixed for
redemption.
(d) The source of funds for payment of the principal of and interest on the Refunded
Obligations on their redemption date shall be from the funds placed in escrow with the Escrow Agent,
pursuant to the Escrow Agreement.
Section 22. MISCELLANEOUS PROVISIONS.
(a) Preamble. The preamble to this Ordinance is incorporated by reference and made a
part hereof for all purposes.
(b) Titles Not Restrictive. The titles assigned to the various sections of this Ordinance are
for convenience only and shall not be considered restrictive of the subject matter of any section or
of any part of this Ordinance.
(c) Rules of Construction. 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 "FORM OF BOND" shall refer to the form of the Bonds set forth in
Exhibit A to this Ordinance. 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.
(d) Inconsistent Provisions. All ordinances, orders and resolutions, or parts thereof, which
are in conflict or inconsistent with any provision of this Ordinance are hereby repealed and
declared to be inapplicable, and the provisions of this Ordinance shall be and remain controlling
as to the matters prescribed herein.
(e) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or
provision of this Ordinance or the application thereof to any person or 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.
(f) Governing Law. This Ordinance shall be construed and enforced in accordance with
the laws of the State of Texas.
(g) Open Meeting. The City officially finds 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.
22
(h) 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.
23
PASSED, APPROVED AND EFFECTIVE THIS JULY 25, 2024.
City Secretary; City of College Station Mayor; City of College Station
(CITY SEAL)
APPROVED:
McCall, Parkhurst & Horton L.L.P., Dallas, Texas
Bond Counsel
[Remainder of page intentionally left blank.]
SCHEDULE I — SCHEDULE OF VOTED BOND AUTHORIZATION
November 8, 2022 Special Bond Election
Amount
Amount
Previously
Unissued
Purpose
Authorized
Issued
Balance
Proposition A: new fire station and acquisition
of fire trucks and public safety equipment, and
the acquisition of land and interest in land for
such projects
$18,000,000
$2,500,000
$15,500,000
Proposition B: Rock Prairie Road East corridor
from Town Lake Drive to William D Fitch
$16,100,000
$2,000,000
$14,100,000
Parkway
Proposition D: demolition and reconstruction
of restrooms, concession and storage space for
the Bachmann Little League Building and
Senior League/Soccer Building; pickleball and
futsal courts at Anderson Park including
lighting, parking and restrooms; demolition and
reconstruction of the Central Park Operations
Shop facility; pavilions, lighting, shade areas,
irrigation, sidewalks, pathways,
playgrounds/recreational areas, historical
markers and signage at Mabel Clare Thomas
$22,000,000
$2,400,000
$19,600,000
Park; tennis courts, lighting and fencing at Bee
Creek and Central Parks; restrooms, sidewalks
and pathways at Lincoln Center/W.A. Tarrow
Park
Schedule I - 1
EXHIBIT A
FORM OF BOND
The form of the Bonds, including the form of Paying Agent/Registrar's Authentication Certificate,
the form of Assignment and the form of Registration Certificate of the Comptroller of Public
Accounts of the State of Texas to be attached only to the Bonds 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 and with the
Bonds to be completed with information set forth in the Pricing Certificate. The Form of Bond as
it appears in this Exhibit A shall be completed, amended and modified by Bond Counsel to
incorporate the information set forth in the Pricing Certificate but it is not required for the Form
of Bond to reproduced as an exhibit to the Pricing Certificate.
NO. [R][T]-1
The "[-J " in this section are intentional.
UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
BRAZOS COUNTY $
CITY OF COLLEGE STATION, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND, SERIES 2024
MATURITY DATE INTEREST RATE DELIVERY DATE CUSIP NO.
REGISTERED OWNER:
PRINCIPAL AMOUNT:
August [], 2024
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF COLLEGE
STATION, TEXAS, in Brazos County (the "City"), being a political subdivision of the State of
Texas, hereby promises to pay to the Registered Owner specified above or to the registered
assignee hereof (either being hereinafter called the "registered owner") the Principal Amount
specified above, and to pay interest thereon (calculated on the basis of a 360-day year of twelve
30-day months), from the Delivery Date specified above, to the Maturity Date specified above, or
the date of its redemption prior to scheduled maturity, at the interest rate per annum specified
above, with said interest payable on February 15, 2025, and semiannually on each August 15 and
February 15 thereafter until maturity or prior redemption; except that if this Bond is required to be
authenticated and the date of its authentication is later than February 15, 2025, such interest is
payable semiannually on each August 15 and February 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. At maturity or redemption prior
to maturity, the principal of this Bond shall be paid to the registered owner hereof upon
presentation and surrender of this Bond at the designated corporate trust office in Dallas, Texas
A-1
(the "Designated Trust Office") of The Bank of New York Mellon 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 on each interest payment date by
check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and
payable solely from, funds of the City required by the ordinance authorizing the issuance of this
Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose
as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, on each such interest payment date, to the registered owner
hereof, at its address as it appeared on the last business day of the month preceding each such date
(the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter
described. Any accrued interest due at maturity as provided herein shall be paid to the registered
owner upon presentation and surrender of this Bond for payment at the Designated Trust Office of
the Paying Agent/Registrar. The City covenants with the registered owner of this Bond that on or
before each principal and interest payment date for this Bond it will make available to the Paying
Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond 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 NON-PAYMENT of interest on a scheduled payment date, and for
thirty 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 City. 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 kept by 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 Trust 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.
(THIS BOND is one of a Series of Bonds dated as of August [], 2024, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$6,570,000, for the following public purposes: (i) constructing, designing, improving and
equipping parks and recreational facilities consisting of the following: demolition and
reconstruction of restrooms, concession and storage space for the Bachmann Little League
Building and Senior League/Soccer Building; pickleball and futsal courts at Anderson Park
including lighting, parking and restrooms; demolition and reconstruction of the Central Park
Operations Shop facility; pavilions, lighting, shade areas, irrigation, sidewalks, pathways,
playgrounds/recreational areas, historical markers and signage at Mabel Clare Thomas Park; tennis
courts, lighting and fencing at Bee Creek and Central Parks; restrooms, sidewalks and pathways
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at Lincoln Center/W.A. Tarrow Park; (ii) refunding the Refunded Obligations; and (iii) paying
costs of issuance of the Bonds (collectively, the "Projects").
ON FEBRUARY 15, 203 [], or on any date thereafter, the Bonds of this Series maturing on
February 15, 203 [] and thereafter may be redeemed prior to their scheduled maturities, at the option
of the City, 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 their 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 Agent/Registrar; 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.
THE BONDS scheduled to mature on February 15, 20[-] (the "Term Bonds") are subject
to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other
customary method that results in a random selection, at a price equal to the principal amount
thereof, plus accrued interest to the redemption date, out of moneys available for such purpose in
the interest and sinking fund for the Bonds, on each February 15 of the years and in the respective
principal amounts, set forth in the following schedule:
Term Bonds due February 15, 20[-1
Mandatory Redemption Date: 2/15/20
Mandatory Redemption Date: 2/15/20
Mandatory Redemption Date: 2/15/20*
* Stated Maturity
Principal Amount: $,000
Principal Amount: $,000
Principal Amount: $,000
THE PRINCIPAL AMOUNT OF THE TERM BONDS of a stated maturity required to be
redeemed on any mandatory redemption date pursuant to the operation of the mandatory sinking
fund redemption provisions shall be reduced, at the option of the Issuer, by the principal amount
of any Term Bonds of the same maturity which, at least 50 days prior to a mandatory redemption
date (1) shall have been acquired by the Issuer at a price not exceeding the principal amount of
such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying
Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such
Term Bonds plus accrued interest to the date of purchase, or (3) shall have been redeemed pursuant
to the optional redemption provisions and not theretofore credited against a mandatory redemption
requirement.
AT LEAST THIRTY 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
A-3
made by the City 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 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, 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 interest 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
Authorized Denominations, 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 City, all as provided in the
Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have
either been deposited with the Paying Agent/Registrar or legally authorized escrow agent
immediately available funds sufficient to redeem all the Bonds called for redemption, such notice
must state that it is conditional, and is subject to the deposit of the redemption moneys with the
Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date, and
such notice shall be of no effect unless such moneys are so deposited on or prior to the redemption
date. If such redemption is not effectuated, the Paying Agent/Registrar shall, within five days
thereafter, give notice in the manner in which the notice of redemption was given that such moneys
were not so received and shall rescind the redemption.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in Authorized Denominations. As provided in the Bond Ordinance, this Bond
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 Authorized
Denominations 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
Trust Office for cancellation, all in accordance with the form and procedures set forth in the Bond
Ordinance. Among other requirements for such assignment and transfer, this Bond must be
presented and surrendered to the Paying Agent/Registrar at its Designated Trust Office, 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
an Authorized Denomination 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 foregoing
notwithstanding, 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
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the City. 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. In any
circumstance, any taxes or governmental charges required to be paid with respect thereto shall be
paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the
exercise of such privilege. In any circumstance, neither the City 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 45 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 City, resigns,
or otherwise ceases to act as such, the City has covenanted in the Bond 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, recited and covenanted that this Bond 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
Bond have been performed, existed, and been done in accordance with law; that this Bond is a
direct obligation of said City, issued on the full faith and credit thereof; and that in accordance
with the terms of the Bond Ordinance, annual ad valorem taxes sufficient to provide for the
payment of the interest on and principal of this Bond, as such interest comes due and such principal
matures, have been levied and ordered to be levied against all taxable property in said City, and
have been pledged for such payment, within the limit prescribed by law.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the City, and agrees that the terms and provisions
of this Bond and the Bond Ordinance constitute a contract between each registered owner hereof
and the City.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor of the City, attested by the manual or facsimile signature of the City
Secretary, and the official seal of the City has been duly affixed to, or impressed, or placed in
facsimile, on this Bond.
(CITY SEAL)
City Secretary Mayor
A-5
FORM 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 City as described in the text of this Bond; and that this Bond has been issued in
exchange for or replacement of a Bond 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 Mellon Trust Company, N.A.
Dallas, Texas
Paying Agent/Registrar
By:
Authorized Representative
FORM OF COMPTROLLER'S CERTIFICATE
[ATTACHED TO BOND NO. T-1 UPON INITIAL DELIVERY THEREOF]
COMPTROLLER'S CERTIFICATE
OFFICE OF COMPTROLLER
§
REGISTER NO.
STATE OF TEXAS §
I hereby certify that there is on file and of record in my office a true and correct copy of
the opinion of the Attorney General of the State of Texas approving this Bond and that this Bond
has been registered this day by me.
WITNESS MY HAND and seal of office at Austin, Texas this
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
A-6
Please print or type 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
an eligible guarantor institution participating in
a securities transfer association recognized
signature guarantee program.
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.
INSERTIONS FOR THE INITIAL BOND. The initial Bond shall be in the form set forth
in paragraph (a) of this Form of Bond, except that:
i. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO. " shall be deleted.
ii the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF COLLEGE STATION, TEXAS, in Brazos County, Texas (the "City"),
being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner
specified above or to the registered assignee hereof (either being hereinafter called the "registered
owner") on the Maturity Dates, in the Principal Amounts and bearing interest at the per annum
Interest Rates set forth in the following schedule:
Maturity
Date
[]
Principal
Amount
A-7
Interest
Rate
The City promises to pay interest on the unpaid principal amount hereof (calculated on the
basis of a 360-day year of twelve 30-day months) from the Delivery Date above at the respective
Interest Rate per annum specified above. Interest is payable on February 15, 2025 and on each
August 15 and February 15 thereafter to the date of payment of the Principal Amounts specified
above, or the date of redemption prior to maturity; except, that if this Bond is required to be
authenticated and the date of its authentication is later than the first Record Date (hereinafter
defined), such principal amount shall bear interest from the interest payment date next preceding
the date of authentication, unless such date of authentication is after any Record Date but on or
before the next following interest payment date, in which case such principal amount shall bear
interest from such next following interest payment date; provided, however, that if on the date of
authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being
exchanged is due but has not been paid, then this Bond shall bear interest from the date to which
such interest has been paid in full."
iii. The initial Bond shall be numbered "T-1."
A-8
EXHIBIT B
PRELIMINARY OFFICIAL STATEMENT
B-1