HomeMy WebLinkAbout2003-2644 - Ordinance - 06/12/2003ORDINANCE NO. 2644
ORD~~CE AUTHOKIZING THE ISSUANCE AND SALE OF $4,850,000
CITY OF COLLEGE STATION, TEXAS UTILITY SYSTEM P~VENUE BONDS,
SERIES 2003A; AWARDING THE SALE OFTHE BONDS; APPROVING ~
OFFICIAL STATEMENT; AND ALL OTttERMATTERS RELA~D THERETO,
INCL~~G IMMEDIATE EFFECTIVENESS
WHEREAS, the City of College Station, Texas (the "City" or the "Issuer") has heretofore
issued the following described outstanding bonds (collectively, the "Previously Issued Parity Bonds"),
to-wit:
CITY OF COLLEGE STATION, TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 1994,
in the original principal amount of $16,500,000, and presently outstanding in the principal amount of
$9,075,000 (the "Series 1994 Bonds");
Crl~ OF COLLEGE STATION, TEXAS UTILFi~ SYSTEM REVENUE BONDS, SERIES 1995,
in the original principal amount of $6,000,000, and presently outstanding in the principal amount of
$3,900,000 (the "Series 1995 Bonds");
CITY OF COLLEGE STATION, TEXAS UTILITY SYSTEM REVENUE AND REFUNDING
BONDS, SERIES 1996, in the original principal amount orS 10,110,000, and presently outstanding
in the principal amount of $7,295,000 (th~ "Series 1996 Bonds");
CITY OF COLLEGE STATION, TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 1998,
in the original principal amount of $2,700,000, and presently outstanding in the principal amount of
$2,275,000 (the "Series 1998 Bonds");
CITY OF COLLEGE STATION, TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 2000,
in the original principal amount of $10,500,000, and presently outstanding in the principal amount of
$9,525,000 (the "Series 2000 Bonds");
CITY OF COLLEGE STATION, TEXAS U'I~ITY SYSTEM REVENUE BONDS, SERIES 2001,
in the original principal amount of $23,500,000, and presently outstanding in the principal amount of
$22,185,000 (the "Series 2001 Bonds");
CITY OF COLLEGE STATION, TEXAS UrlLITY SYSTEM REVENUE BONDS, SERIES 2002,
in thc original principal amount of$18,215,000, and presently outstanding in the principal amount of
$17,685,000 (tho "Series 2002 Bonds~); and
CITY OF COLLEGE STATION, TEXAS UTILITY SYSTEM REVENUE REFUNDING BONDS,
SERIES 2003, in the original principal amount of $11,610,000, and presently outstanding in the
principal amount of $11,160,000 (the "Series 2003 Bonds");
WHEREAS, ail of the Previously Issued Parity Bonds are secured by a pledge of the net
revenues from the operation of the City's combined waterworks system, sewer system, and electric
light and power system, and are on a parity with each other (and any Parity Bonds, hereinafter
defined, which are hereafter authorized, issued, and delivered): and
WHEREAS, the City Council has determined that the outstanding obligations of the City
secured by a pledge of the Net Revenues of the System, as descn'bed in Schedule I attached to this
Ordinance (such obligations herein defined as the "Refunded Bonds"), are eligible to be refunded for
the public purpose of achieving a debt service savings; and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to the
laws of the State of Texas, including specifically Chapter 1502, Texas Government Code, for the
purposes set forth above; and
WHEREAS, the bonds hereinafter authorized are on a parity with the outstanding Previously
Issued Parity Bonds;
THEREFOr, BE IT ORDAINED BY TttE CITY COUNCIL OF TltE CITY OF
COLLEGE STATION, TEXAS;
Section 1. BONDS A~ORIZED. That the City's bonds (the *Bonds') are hereby
authorized to be issued in the aggregate principal amount of $4,850,000 for the purpose of fmancing
water system, wastewater system and electric light and power system improvements and paying the
costs of issuance of the Bonds. The Bonds shall be designated as thc **City of College Station,
Texas Utility System Revenue Bonds, Series 2005A".
Section 2. DATES AND MATURITIES. That the Bonds shall be dated July 1, 2003, shall
be in the denomination of $5,000 or any integral multiple thereof (an "Authorized Denomination"),
shall be numbered consecutively from R- 1 upward, and shall mature on the maturity date, in each of
the years, and in the amounts, respectively, as set forth in the following schedule:
MATURITY DATE: FEBRU~Y
AMOUNTS rS) AMOUNTS
2005 185,000 2015 255,000
2006 190,000 2016 265,000
2007 195,000 2017 275,000
2008 200,000 2018 290,000
2009 205,000 2019 300,000
2010 210,000 2020 315,000
2011 220,0~ 2021 330,000
2012 225,000 2022 345,000
2013 ' 235,000 2023 365,000
2014 245,000
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maturities 2005,
maturities 2006, __ %
maturities 2007, ....%
maturities 2008,
maturities 2009, %
maturities 2010, . %
..
maturities 2011, ...... %
maturities 2012, . %
maturities 2013,
maturities 2014,
maturities 2015, .°,4
maturities 2016, _%
maturities 2017, .%
maturities 2018, .%
maturities 2019, _%
maturities 2020, ~A
maturities 2021, _aA
maturities 2022, _%
maturities 2023, %
payable to the registered owner of any such Bond, in the manner provided in the FORM OF BOND,
on February 1, 2004, and semiannually thereafter on August i and February I of each year.
Section 5. PAYING AGENT/REGISTRAR; BOOK-ENTRY ONLY SYSTEM. (a)
That the City shall keep or cause to be kept at the desil~ted corporate trust office in Dallas, Texas
(the "Designated Trust Office") of lPMorgan Chase Bank, or such other bank, trust company, fi- '
nancial institution, or other entity duly qualified and legally authorized to serve and perform duties
of and services of paying agent and registrar, named in accordance with the provisions of (g) of this '
Section hereof (the "Paying Agent/Registrar"), books or records of the registration and transfer of
the Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as I
its registrar and transfer agent to keep such books or records and make such transfers and reg-
istrations under such reasonable regulations as the City and the Paying Agent~egistrar may prescfi~; ,
and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall
be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the ,
Registration Books the address of such registered owner of each Bond to which payments with
respect to the Bonds shall be mailed, as herein provided. The Paying Agent/Regis~ shall provide ,
to the City, by electronic means or otherwise, within fifteen (15) Business Days of the delivery ofthe
Bonds to the Purchaser (hereinafter defined), and thereafter no less often than once every three (3) I
months, a tree and correct copy of the Registration Books, which copy shall be maintained at the
City by the Chief Financial Ofli~ of the City or the designee thereof. The Paying Agen~e~ar,
shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit
their inspection by any entity other than the City. Registration of each Bond may be transferred in
the Registration Books only upon presentation and surrender ofsuch Bond for transfer ofregistration
and cancellation to the Paying Agen~e~str~ at its Designated Trust Office during normal business
hours, together with proper written instruments of assignment, in form and with guarantee of'
signatures satisfactory to the Paying Agent/Registrar, evidencing the assilpu~ent ofthe Bond, or any
portion thereof in any Authorized Denomination, to the assignee or assignees thereof; and the fight I
of such assignee or assignees to have the 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.
As of the date this Ordinance is approved by the City, the Designated Trust Office is the Dallas,'
Texas corporate trust office of the Paying Agent/Registrar.
(b) The entity in whose name any Bond shall be registered in the Registration Books at
any time shall be treated as lhe absolute owner thereof for all purposes of this Ordinance, whether
such Bond shall be overdue, and the City and the Paying Agent/Registrar shall not be affected by any
notice to the contrary unless otherwise required by law; 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~egistrar to act as the paying agent
for paying the principal of, premium, if any, and interest on the Bonds, and to act as its agent to
exchange or replace Bond% all as provided in this Ordinance. The Paying Agent~egistrar shall keep
proper records of all payments made by the City and the Paying Agent~egistrar with respect to the
Bonds, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this
Ordinance.
(d) Each Bond may be exchanged for fully registered bonds in the manner set forth herein.
Each Bond issu~ and delivered pursuant to this Ordinance, to the extent of the unpaid or
unredeemed principal amount thereof, 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 ofsignatures satisfactory to the Paying Agent~egistrar, 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 hereinaRer 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 unpaid or unredeemed principal
amount of' any Bond or Bonds so surrendered, end payable to the appropriate registered owner,
assignee, or assignees, as the case may be. If a portion of any Bond shall be redeemed prior to its
scheduled maturity as provided herein, at the request of the registered owner a substitute bond or
bonds having the same maturity date, bearing interest at the same rate, in an Authorized
Denomination, and in an eggregete principal amount equal to the unredeemed portion thereof, will
be issued to the registered owner upon surrender thereof for cancellation. If any Bond-or portion
thereof is assigned and transferred, each bond issued in exchange therefor shall have the same
principal maturity dete 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~egistrar shall exchange or replace Bonds as provided herein, and each fully registered
bond 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 purpo~ of'this
Ordinance, and may again be exchanged or replaced. On each substitute bond issued in exchange for
or replacement of any bond or bonds issued under this Ordinance there shall be printed thereon ~
Paying Agen~egistr~s Authentication Certificate, in the form set forth in the FORM OF BOND
(the "Authentication ~cate"). An autho~ representative of the Paying Agent~_egi~ shall,
before the delivery of any such bond, manually sign and date the Authentication Certificate, and no
such bond shall be deemed to be issued or ou~ding unless the Authentication Certificate is so
executed and dated. The Paying Agent~egistrar promptly shall canc~ all Bonds surrendered for
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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 Bond or portion thereof, and the Paying Agent/Registrar shall provide for the
printing, execution, and delivery of the substitute bonds in the manner prescribed herein, pursuant to
Chapter 1206, Texas Government Code, and particularly Subchapter B thereof. The duty of such
exchange or replacement of bonds as described in the preceding sentence is hereby imposed upon the
Paying Agent/Registrar, and upon the execution of the Authentication Certificate, the exchanged or
replaced Bond shall be valid, incontestable, and enforceable in the same manner and with the same
effect as the Bonds which originally were delivered pursuant to this Ordinance, approved by the
Attorney Genera, and registered by the Comptroller of Public Accounts. Neither the City nor the
Paying Agent~egistrar shall be required (1) to make any transfer or exchange during a period
beginning at the opening of business 15 days before the day of the first mailing ora notice of redemp-
tion of Bonds and ending at the close of business on the day of such mailing, or (2) to transfer or
exchange any Bond after it is selected for redemption, in whole or in part when such redemption is
scheduled to occur within 30 calendar days; provided, however, such limitation shall not be applic~le
to an exchange by the owner of the uncalled principal balance of a Bond.
(e) All Bonds issued in exchange or replacement of any other Bond or portion thereof,
(i) shall be issued in fully registered form, without interest coupons, with the principal of and interest
on such bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their
scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Bonds,
(v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest
on the Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM
OF BOND.
(f) The City shall pay all of thc Paying A~en~~ar's reasonable and customary fees
and charges for making transfers, conversions and exchanges of the Bonds in accordance with an
agreement between the City and the Paying Agent~ei/strar, but the rei/stered owner of any Bond
requesting such transfer shall pay any taxes or other govenunental charges required to be paid with
respect thereto. In addition, the City hereby covenants with the registered owners of the Bonds that
it will pay the reasonable standard or custonmry fees and charges ofthe Paying Agen~egistrar for
its services with respect to the payment of the principal of and interest on the Bonds, when due.
(g) The City covenants with the registered owners ofthe 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 entity duly qualified and legally authorized to serve as and perform the
duties and services of Paying Ag~e~~, to act as and perform the services of Paying
Agen~egistrar for the Bonds under this Ordinance, and that the Paying Agen~egistrar will be one
entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon
not less than 60 days written notice to the Paying Ag~~e~. In the event that the entity at any
time acti~ as Paying Agen~ (or its successor by merger, acquisition, or other method)
should resign or otherwise cease to act as such, the City covenants that promptly it will appoint a
competent and legally qualified 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 exerdse 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 Asent/Reiistrar under this Ordinance. Upon any change in the
Paying Agent/Rel/istrar, 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 relatin$ to
the Bonds, to the City and to the new Paying Agen~egistr~ designat~ and appointed by the City.
Upon any chanse in the Paying Asent~egistrar, the City promptly will cause n written notice thereof
to be sent by the new Paying Al~en~egistrar to each reiistered owner ofthe 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 Agen~e~r~
shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Or-
dinance shall be delivered to each Paying Asent~egistrar.
(h)(i) In addition to the manner of providing notice of redemption of Bonds as set forth in
Section 3(c) hereof~ the Paying Agent/Rel~istrar shall give notice of redemption of Bonds by United
States mail, first-class, postage prepaid, at least thirty (30) days prior to a redemption date to the SlD
and each NRMSIK In addition, in the event of a redemption caused by an advance refundin$ ofthe
Bonds, the Paying Al~ent~egistrar shall send a second notice of redemption to the persons specifie~
in the immediately preceding sentence at least thirty (30) days but not more than ninety (90) days
prior to the actual redemption date. Any notice sent to the SID and a NRMSIR shall be sent so that
such notice is received at least two (2) days prior to the general mailing or publication date of such
notice. The Paying Al~ent~el~istrar shall also send a notice of redemption to the registered owner
of any Bonds who has not sent the Bonds in for redemption sixty (60) days after the redemption date.
The failure to send, mail or receive any such notice described in this clause (i), or any defect therein
or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings
for the redemption of any Bond.
(ii) Each redemption notice, whether required in the FORM OF BOND or otherwise by
this Ordinance, shall contain a description ofthe Bonds to be redeemed including the complete name
of the Bonds, the Series, the date of issue, the interest rate, the maturity date, the CUSIP number,
the amounts called of each Bond, the public.on and mailing date for the notice, the date of
redemption, the redemption price, the name ofthe Paying Agent~egisuar and the address at which
the Bond may be redeemed including a contact person and telephone number.
(iii) All redemption payments made by the Paying Agen~l~istrar to the registered owners
of the Bonds shall include a CUSIP number relating to each amount paid to such registered owner.
Section 6. FORMS. That the form of all Bonds, including the form of the Authentication
Certificate, the form of Assignment, and the form of the Comptroller's Registration Certificate to
accompany the Bonds on the initial delivery thereof, shall be, respectively, substantially in the form
set forth in Exhibit A to this Ordinance, with such appropriate variations, omissions, or insertions as
are permitted or required by this Ordinance. The printer of the Bonds is hereby authorized to print
on the Bonds (i) the form of bond counsel's opinion relating to the Bonds, and ('ti) an appropriate
statement ofinsurance furnished by & municipal bond insurance company providing municipal bond
insurance, if any, covering all or any pan of the Bonds.
Section 7. DEFINITIONS. That, as used in this Ordinance, the following terms shall have
the meaninl~s set forth below, unless the text hereof specifically indicates otherwise:
"Additional Bonds" means the additional parity obligations which thc City reserves the fight
to issue in the futur~, as provided in Section 13 of'this Ordinance.
"Bond" or "Bonds" means one or more, as the case may be, of the Bonds authorized to be
issued by this Ordinance.
"Bond Fund" means the fund provided for in the ordinances authorizing the issuance of the
Previously Issued Parity Bonds.
"City" and "Issuer" mean tho City of College Station, Texas, or where appropriate, the City
Council.
"City Council" means the governing body of the City.
"Code" means the Internal Revenue Code of 1986, as amended.
"Defeasance Securities" means (i) direct, noncallable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of
America, (ii) noncallable obligations of an agency or instrumentality of the United States of
America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent, and (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body ofthe City
adopts or approves the proceedings authorizing the financial arrangements are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent.
"MSRB" means the Municipal Securities Rulemaking Board
"Net Revenues" means the gross revenues of the Systems less the reasonable expenses of
operation and maintenance of the Systems, including all salaries, labor, materials, repairs, and
extensions necessary to render efficient service; provided, however, that only such repairs and
extensions, as in the judgment of the City Council, reasonably and fairly exercised, are necessary to
keep the plant or utility in operation and render adequate service to the City and the inhabitants
thereof, or such as might be necessary to meet some physical accident or condition which would
otherwise impair the Parity Bonds shall be deducted in determining the "Net Revenues".
"NRMSIR" means each person whom the SEC or its staff has determined to be a nationally
recognized municipal seoirities information repository within the meaning of the Rule from time to
time.
"Parity Bonds" means collectively the Previously Issued Parity Bonds, the Bonds, and any
Additional Bonds.
"Parity Bonds Ordinances" means colle~vely the ordinances authorizing the Parity Bonds.
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~Previously Issued Parity Bonds* means the outstanding Series 1994 Bonds, Series 1995
Bonds, Series 1996 Bonds, Series 1998 Bonds, Series 2000 Bonds, Series 2001 Bonds, Series
2002 Bonds and Series 2003 Bonds.
"Reserve Minim~" is defined in Section 13(e) hereof.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Series 1994 Bonds" means the bonds described in the preamble to this Ordinance
"Series 1995 Bonds" means the bonds described in the preamble to this Ordinance
"Series 1996 Bonds" means the bonds described in the preamble to this Ordinance.
"Series 1998 Bonds" means the bonds described in the preamble to this Ordinance.
"Series 2000 Bonds" means the bonds described in the preamble to this Ordinance.
"Series 2001 Bonds" means the bonds described in the preamble to this Ordinance.
"Series 2002 Bonds" means the bonds described in the preamble to this Ordinance
"Series 2003 Bonds" means the bonds described in the preamble to this Ordinance.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
"Systems" means the City's entire existi~ waterworks system, sewer system, and electric
light and power system, including all present and future extensions, enlargements, additions,
replacements, and improvements thereto.
"Systems Fund" means that fund described in Section 10 hereof.
"Year" or "fiscal year" means the regular fiscal year used by the City in connection with the
operation of the Systems, which may be any 12 consecutive months period established by the City
Council.
Section 8. PLEDGE. (a) That the principal of the Parity Bonds, redemption premium, if
any, and any interest payable thereon, are and shall be secured by and payable from an irrevocable
first lien on and pledge of the Net Revenues, and the Net Revenues are fianher pledged irrevocably
to the establishment and maintm~~ of the funds created by the Parity Bonds Ordinances. The
Parity Bonds are not and will not be secured by or payable from a mortgage or deed of trust on
any real, personal, or mixed properties constituting the Systems. The owners of the Parity Bonds
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shall never have thc right to demand payment of auoh obligations out of any funds raised or to be
raised by taxation, or from any source whatsoever other than the Net Revenues. This Ordinance
shah not be construed as requiring the City to expend any funds which are derived from sources
other than the operation of the Systems, but nothing herein shaH be construed as preventing the
City from doing so.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the
pledge of the Net Revenues l/ranted by the City under subsection (a) of 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 Net Revenues 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 thc security interest in said pledge to occur.
Section 9. RATES. That the City covenants and agrees with the holders of the Parity
Bonds that it will: (a) fix and maintain rates and collect charges for the facilities and services
afforded by the Systems which will provide revenues sufficient at all times: (1) to pay aH operation,
maintenance, depr~iation, repla~ment, ~d betterment ch~ges of the Systems; (2) to establish
and maint~n the Bond Fund; (~) to generate in each year N~ R~enues ~qual to 1.25 time~ the
maximum .annual requirements for the payment of the principal of and interest on the Parity Bonds
at the time outst~mding {although mounts sh~ be p~dd into the Bond Fund only in ac~rdance
with Section 10 hereof); and (4) to pay all indebtedness outstanding against the Systems, other
than the P~trity Bonds, ~ ~d when the ~rne become due; ~nd {b) deposit ~ collectexl ~dl r~venues
derived fi'om the operation of the Sy~tem~ into th~ Systems Fund.
Section 10. FIX)W OF IRINDS. That there has been created and established on the books
of the City, ~d ~.~.,ount~ for ~-p~te ~d ~p~rt from ~ oth~ funds of the City, a ~p~:hfl
Systems Fund. All ~oss revenues received from operation of the Systems are and shall be
deposited into and credited to the Systems Fund immediately upon receipt. The necessary and
reamnable expemes of operation ~nd m~t~~ of the Sy~t~ sl~ first be paid from the
Systems Fund. The City shall then make substantially equal monthly payments into the Bond Fund
(mnnnencing with r~sp~t to the Bonds ~d ~y Additional Bond~ on the d~te of d~wa-y to the
inifi~ pur~~ thief) dufin8 ~{:h ¥~.r in which ~y of th~ P~i~ Bond~ ~r~ outstanding in ~
· ggr,~t~ momt ~lU~ to 100% of th~ mo~t~ requital to m~¢t th~ int~r~t ~nd prin~pal
p~ym~nt~ (in¢ludin8 ~y ~inking fund p~ym~t~) falling du~ on or besom th, n,x't maturity d~t~ of
th~ Parity Bond~. Th~ City ~hall, ~t lm fiv~ d~y~ prior to ~ach F~ru~ 1 ~d Augu~ 1, d~posit
into th~ Bond Fund ~n¥ ~ddifiomfl N~ R.~~u~ ~~bl~ in th~ 8y~tem~ Fund which m~y bo
n~~ary to p~y in full th~ int~'~t on ~md principal {'including ~n¥ ~ fund p~ym~t~), if ~y,
mining du~ on th~ P~'ity Bond~ ~uch F~m~ I or Au~ 1. In no ~,~ ~1~ ~ny mount in
~.~ of th~ amount~ ~t~d ~ov~ ~ pl~c~l in th~ Bond Fund for th~ p~ym~t of thc i~r~ on
or princip~d of th~ P~'ity Bond~, ~nd ~ny ~no~t ~o pl~¢eA my I~ withdrawn by th~ City ,.nd
r~l~l in th~ Systems Fund. Any fund~ ~ in th~ Sy~t~a~ Fund. ~q~r provision for the
re~onabl, c,o~t of operating ~nd nndnt~ining th, Sy~t~n~, ~d aft~ p~yin8 th~ ~nom~ r~uir~d
to b~ p~id into thc Bond Fund, n~¥ b~ ~ for ~y l~wfifl purpo~.
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Section 11. INVESTMENTS. That money in any Fund established by the Parity Bonds
Ordinances may, at the option of the City, be plac~ or invested in any investments then permitted
by Texas law and permitted in the Parity Bonds Ordinances.
Section 12. FUNDS SECURED. That money/n all Funds created by this Ord/nance, to
the extent not invested, shall be secured in the manner prescribed by law for securing funds of the
City.
Section 13. ADDITIONAL BONDS. That in addition to inferior lien oblitations, the City
expressly reserves the right hereafter to issue additional parity bonds and other evidences of
indebtedness now or hereafter authorized by the Legislature of Texas (collectively, the ~Additional
Bonds"), and the Additional Bonds, when issued, may be secured by and payable from a first lien
on and pledge of the Net Revenues in the same manner and to the same extent as the outstanding
Parity Bonds but subject to the remaining provisions hereof; and the Previously Issued Parity
Bonds, the Bonds, and the Additional Bonds may be in all respects of equal dignity. It is provided,
however, that no Additional Bonds shall be issued unless:
(a) As long as any of the previously Issued Parity Bonds are outstanding and unpaid, all
material conditions set forth in the Parity Bonds Ordinances are satisfied;
Co) As long as any of the Previously Issued Parity Bonds are outstanding, the "net
earnings" (defined below) of the Systems for the fiscal year next preceding the month in which the
ordinance authorizing such Additional Bonds is adopted, were equal to each of the provisions
following in items (c)(i) and ('fi) below, determined independently and certified by an independent
firm of certified public accountants, based upon an annual audit of the books of the Systems;
(c) An independent firm of certified public accountants, based upon an annual audit ofthe
books of the Systems, certified that the net earnings of the Systems for the previous fisc~ year or
for any 12 consecutive month period ending not more than 90 days prior to the date of the
adoption of the ordinance authoring such Additional Bonds or other evidence of indebtedness
were equal to each of the following determined independently:
(i) at least 1.40 6_m__es the average annual requirements for the payment of principal
and interest on the then outstandin~ Parity Bonds and other evidences of indebtedness
payable from the revenues of the Systems and on said Additional Bonds or other evidences
of indebtedness, when issued, sold, and delivered; and
('ti) at least 1.25 times the maximum annual requirement for the payment of the
principal of and interest on the Parity Bonds then outstanding and on such Additional
Bonds, when issued, sold, and delivered;
provided, however, should the certificate of the accountant certify that the net earnings of the
Systems for the period covered thereby were, in either case, less than required above, and a chansc
in the rates and charges for the services afforded by the Systems became effective at least 60 days
prior to the schemed date of adoption of the ordinance attthorizing such Additional Bonds, then
such Additional Bonds may nevertheless be issued if an independent engineer or engineering finn
-.ll-
having a favorable reputation with respect to such matters certifies that, had such change in rates
and charges been effective for the entire period covered by the accountant's certificate would have
met the tests specified in (i) and (ii) above.
The term "net earnings" as used in this Section shall mean all of the Net Revenues,
exclusive of income received specifically for capital items, after deduction of the reasonable
expenses of operation and maintenance of the Systems excluding expenditures which under
standard accounting practice should be charged to capital expenditures or depreciation;
(d) Such Additional Bonds or other evidences of indebtedness arc made to mature on
February 1 in each of the years in which they are scheduled to mature; and
(e) The entire issue of such Additional Bonds is insured in a manner similar to the
Previously Issued Parity Bonds by an insurance company or association of companies whose
insured obligations are rated by either Moody's Investors Service or Standard & Poor's Ratings
Services in the same or a higher rating category than the insured obligations of the City (at the
time such Additional Bonds are to be issued) 9J; the City shah establish a reserve fund for such
Additional Bonds by any method or combination of methods that the City deems reasonable and
appropriate provided that (i) the amount of such reserve fund (or coverage of any surety bond in
lieu thereof) shall at least equal the maximum annual debt service requirements of such Additional
Bonds, not to exceed the maximum then permitted by applicable regulations, procedures, or
published rulings of the Internal Revenue Service (the "Reserve Minimum"); (ii) if any cash reserve
fund is fimded by making transfers of Net Revenues in the Systems Fund, such transfers shall be
made each month in an amount reasonably sufficient to reach the Reserve 1Wmimum within a
period of not more than five years after such Additional Bonds are sold and delivered; and (iii)
such reserve fund shall be for the equal benefit of the owner of (x) such Additional Bonds, (y) any
Parity Bonds theretofore issued which are not insured in manner similar to the Previously Issued
Parity Bonds, and (z) any Additional Bonds thereafter issued which are not so insured.
Section 14. GENERAL COVENANTS. That the City further covenants, warrants, and
agrees that in accordance with and to the extent required or permitted by law while the Parity
Bonds are outstanding and unpaid:
(a) PERFORMANCE. It will faithfillly perform at all times any and all covenants,
undertakings, stipulations, and provisions contained in each Parity Bonds Ordinance, and in each
and every Parity Bond; it will promptly pay or cause to be paid the principal of and interest on
every Parity Bond, on the dates and in the places and manner prescribed in the Parity Bonds
Ordinances; and it will, at the times and in the manner prescribed, deposit, or cause to be
deposited, the amounts required to be deposited into the Bond and the Reserve Fund, if any; and
any holder of the Parity Bonds may require the City, its officials and employees, to carry out,
respe~ or enforce the covenants and obligations of the Parity Bonds Ordinances by all legal and
equitable means, including specifi~y, but without limitation the use and filing of mandamus
pryings in any court of competent jurisdiction against the City, its officials and employees.
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Co) CITY'S LEGAL AUTHO~Y. It is a duly created and existing home rule city of the
State of Texas, and is duly authorized under tho laws of the State of Texas to create and issue the
Parity Bonds; all action on its part for the creation and issuance of said obligations has been duly
and effectively taken; and said obligations in the hands of the holders and owners thereof are and
will be valid and enforceable special obligations of the City in accordance with their terms.
(¢) TITLE. It has or will obtain law~l title to the lands, buildings, structures, and facilities
constituting the Systems; it will defend the titl~ to all the aforesaid lands, buildings, structures, and
facilities, and every part thereof, for the benefit of tho holders and owners of the Parity Bonds
against the claims and demands of all persons whomsoever; it is lawfully qualified to pledge the
Net Revenues to the payment of the Parity Bonds in the manner prescribed herein; and it has
lawfully exercised such rishts.
(d) LIENS. It will from time to time and before the same become delinquent pay and
discharge all taxes, assessments, and governmental charges, if any, which shall be lawfufly imposed
upon it or the Systems; it will pay all lawful claims for rents, royalties, labor, materials, and
supplies which if unpaid might by law become a lien or charge thereon, the lien of which would bc
prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall bc
fully preserved in the manner provided herein; and it will not create or suffer to be created any
mechanic*s, laborer's, materialman's, or other lien or charge which might or could be prior to the
liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be
impaired; provided, however, that no such tax, assessment, or charge, and that no such claims
which might be used as the basis of a mechanic*s, laborer's, materialman's, or other lien or charge,
shall be required to be paid so long as the validity of the same shall be contested in good faith by
the City.
(e) OPERATION OF SYSTEMS; NO ~ SERVICE. It shall co~ously and
eflidently operate the Systems and maintain the Systems in good condition, repair, and working
order, all at reasonable cost. No free service of the Systems shall be allowed, and should the City
or any of its agencies or instnmimt~es, lessees, or c~nc~sionaires make use of the services and
facilities of the Systems, payment monthly ofthe standard retail price of the servi~ provided shall
be made by the City or any of its agencies or instrumentalities, lessees, or concessionaires out of
funds from sources other than the revenues of the Systems.
(0 FURTHER ENCUMB~CE. It shall not additionally encumber the Net Revenues in
any manner, except as permitted in the Parity Bonds Ordinances in connection with Additional
Bonds, unless said encumbrance is made junior and subordinate in all respects to the liens, pledges,
covenants, and agreements of the Parity Bonds Ordinances; but the risht of the City to issue
obligations payable from a subordinate lien on the surplus Net Revenues is spedfically reco~
and retained.
(g) SAI~ OR DISPOSAL OF PROPERTY. It shall not sell, convey, mortgage, encumber,
lease, or in any manner transfer title to, or dedicate to other use, or otherwise dispose of the
Systems, or any significant or substantial part thereof~ provided, however, that when the City
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deems it necessary to dispose of any other property to other use, it may do so either when it has
made arrangements to replace the same or provide substitutes therefor, or it is determined by
resolution of the City Council that no such replacement or substitute is necessary.
(h) INSURANCE. It a~'ees to maintain insurance on the Systems, for the benefit of the
holders or owners of the Parity Bonds, of a kind and in an amount which usually would be carried
by private companies engaged in a similar type of business in the same area.
(i) RECORDS AND AUDITS. It shall keep proper books, records, and accx)unts, separate
from all other books, records, and accounts, in which complete and correct entries shall be made
of all transactions relating to the Systems. Upon written request made not more than 60 days
followin~ the close of the fiscal year, the City shall furnish to any holder of any Parity Bonds
complete financial statements of the Systems in reasonable detail covering such fiscal year,
certified by the City's auditor. Any holders of 25% in principal amount of the Parity Bonds at the
time outstanding shall have the fight at all reasonable times to inspect the Systems and all records,
~unts,. and data of the City relatin~ thereto.
(j) GO--AL AGENCIES. It has or will obtain and keep in full force and effect
all franchises, permits, authorization, and other requirements applicable to or necessm3~ with
respect to the acquisition, construction, equipment, operation, and maintenance of the Systems,
and it will comply with aH of the terms and conditions of any and all franchises, permits and
authorizations applicable to or necessary with respect to the Systems.
(lc) NO COMPETITION. It will not operate, or grant any franchise or, to the extent it
legally may, permit the acquisition, construction, or operation of, any facilities which would be in
competition with the Systems, and to the extent that it legally may, the City will prohibit any such
competing facilities.
Section 15. AMENDMENT OF ORDINANCE. (a) That the holders of the Parity Bonds
aggregating in principal amount $1% of the al~'egate prindpal amount of then outstanding Parity
Bonds shall have the right from time to time to approve any amendment to this Ordinance which
may be deemed necessary or desirable by the City, provided, however, that without the consent of
the holders of all of the Parity Bonds at the time .outstanding, nothing herein contained shall permit
or be construed to permit the amendment of the terms and conditions in this Ordinance or in the
Parity Bonds so as to:
(i) Make any change in the maturity of the outstanding Parity Bonds;
(ii) Reduce the rate of interest borne by any of the outstanding Parity Bonds;
('ii) Reduce the amount of the principal payable on the outstanding Parity Bonds;
(iv) Modify the terms of payment of principal of or interest on the outstanding
Parity Bonds or impose any conditions with respect to such payment;
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(v) Affect the fights of the holders of less than all of the Parity Bonds; or
(vi) Change the minimum percentage of the principal amount of Parity Bonds
necessary for consent to such amendment.
Co) If at any time the City shall desire to amend the Ordinance under this Section, the City
shall cause notice of the proposed amendment to be published in a financ~ newspaper or journal
published in The City of New York, New York, once during each calendar week for at least two
successive calendar weeks. Such notice shall briefly set forth the nature of the proposed
amendment and shall state that a copy thereof is on file at the principal office of the Paying
Agent~egistrar for inspection by all holders of Parity Bonds. Such publication is not required,
however, if notice in writing is given to each holder of the Parity Bonds.
(c) When at any time not less than 30 days, and within one year, from the date of the
publication of said notice or other service of written notice, the City shall receive an instrument or
instruments, executed by the holders of at least 51% in aggregate principal amount of all Parity
Bonds, which instrument or instruments shall refer to the proposed amendment described in said
notice and which specifically consent to and approve such amendment in substantially the form of
the copy thereof on file with the Paying Agent~egistrar, the City Council may pass the
amendatory ordinance in substantially the same form.
(d) Upon the passage of any amendatory ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be amended in accordance with such amendatory
ordinance, and the respective rights, duties, and obligations under this Ordinance of the City and
all the holders of Parity Bonds shall thereafter be determined, exercised, and enforc~ hereunder,
subject in all respects to such amendments.
(e) Any consent given by the holder of a Parity Bond pursuant to the provisions of this
Section shall be irrevocable for a period of six months from the date of the first publication of the
notice provided for in this Section, and shall be conclusive and binding upon all future holders of
the same Parity Bond during such period. Such consent may be revoked at any time after six
months from the date of the first publication of such notice by the holder who gave such consent,
or by a successor in rifle, by filing notice thereofwith the Paying Agent/Registrar and the City, but
such revocation shall not be effective if the holders of 51% in aggregate principal amount of the
Parity Bonds as in this Section defined have, prior to the attempted revocation, consented to and
approve the amendment.
(f) For the purpose of this Section the fi~ of the holding of Parity Bonds issued in
registered form without coupons and the amounts and numbers of such Parity Bonds and the date
of their holding same shall be proved by the Registration Books of the Paying Agent/Registrar.
The City may conclusivdy assume that such ownership continues until written notice to the
contrary is served upon the City.
(g) The foregoing provisions of this Section notwithstanding, the City by action of the City
Council may amend this Ordinance for any one or more of the following purposes:
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(i) To add to the covenants and agreements of the City in this Ordinance contained,
other covenants and agreements therealter to be observed, grant additional fights or
remedies to bondholders, or to surrender, restrict, or limit any fight or power herein
reserved to or conferred upon the City;
(ii) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting, or supplementing any defective provision contained in this Ordinance, or in
regard to clarifying matters or questions arising under this Ordinance, as are necessary or
desirable and not contrary to or inconsistent with this Ordinance and which shall not
adversely affect the interests of the holders of the Parity Bonds;
('di) To modify any of the provisions of this Ordinance in any other respect
whatever, provided that (A) such modification shall be, and be expressed to be, effective
only after all Parity Bonds outstanding at the date of the adoption of such modification
shall cease to be outstanding, and (B) such modification shall be specifically referred to in
the text of all Additional Bonds issued after the date of the adoption of such modification.
Section 16. DAMAGED, MIJTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) That in the event any outstanding Bond is damaged, mutilated, lost, stolen, or
destroyed, the Paying Agent~egistrar 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.
Co) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds
shall be made to the Paying Agent~egi~. In every case of loss, theft, or destruction of a Bond,
the applicant for a replacement bond shall furnish to the City and to the Paying Agem/Registrar
such seoaity 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
applicant shall furnish to the City and to the Paying At~ent~esistrar evidence to their satisfa~on
of the loss, theft, or destruction of such Bond, as the case may be. In every case of damal~e or
mutilation of a Bond, the applicant shall surrender to the Payin$ At~ent~egistrar for cancellation
the Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section, in the event any such Bond
shall have matured, and no default has occurred which is then continuing in the payment of the
principal of; redemption premium, if any, or interest on the Bond, the City may authorize the
payment of the same (without surrender thereof expe~ in the case of a damaged or mutilated
Bond) instead of issuing a rep~ent Bond, provided security or indemnity is furnished as above
provided in this Section.
(d) Prior to the issuance of any replacem~ bond, the Paying Agent/Registrar shall charge
the owner of such Bond with all legal, printing, and other expenses in connection therewith. Every
replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any
Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or
not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone, and
shall be entitled to all the benefits of this Ordinance equally and proportionately with any and aH
other Bonds duly issued under this Ordinance.
(e) In accordance with Chapter 1206, 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 Council or any other body or person, and the duty of the
repl~ent of such bonds is hereby authorized and imposed upon the Paying Agent~egistrar, and
the Paying A~en~egistrar shall authenticate and deliver such bonds in the form and manner and
with the effect, as provided in Section $(d) of this Ordinance for Bonds issued in exchange for
other Bonds.
Section 17. BOOK-ENTRY ONLY SYSTEM. That it is intended that the Bonds initially
be registered so as to participate in a sec~ties depository system (the *DTC System#) with The
Depository Trust Company, New York, New .York, or any successor entity thereto ('DTC'), as
set forth herein. The definitive Bonds shall be issued in the form of a separate sinsle definitive
Bond for each maturity. Upon issuance, the ownership of each such Bond shall be registered in the
name of Cede & Co., as the nominee of DTC, and aH of the outstanding Bonds shall be registered
in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agen~e~istrar are
authorized to execute, deliver, and take the actions set forth in such letters to or agreements with
DTC as shah be necessary to effectuate the DTC System, including a "Letter of Representation"
(the "Representation Letter").
With respect to thc Bonds registered in thc name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer,
bank, or other financial institution for which DTC holds the Bonds from time to time as securities
dopo~tory (a "Depository Participant') or to any person on behalf of whom such a Depository
Parfioipant holds an interest in the Bonds (an "Indirect Participant"). Wi~out limiting the
immediately pr~g sentence, the City and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the acauacy of the records of DTC, Cede & Co., or
any Depository Participant with respect to any ownership interest in the Bonds, or (ii) the delivery
to any Depository Participant or any indirect Participant or any other person, other than a
regiaered owner of a Bond, of any amount with respect to principal of, premium, if any, or
interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any
successor thereto, as nominee for DTC, shall receive a Bond evidencing the obligation of the City
to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon
delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in plac~ of Cede & Co., and subject to the provisiom in
this Ordinance with respect to interest checks or drafts being mailed to the holder, the word 'Cede
& Co." in this Ordinance shall refer to such new nominee of DTC.
In the event that (a) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, Co) the Representation Letter
shah be terminated for any reason, or (¢) DTC or the City determines that it is in the best interest
of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shah
notify the Paying Agen~¢~~, DTC, and Depository Participants of the availability within a
reasonable period of time through DTC of certificated certificates, and the Bonds shall no lonser
be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the
City may determine that the Bonds shall be registered in the name of and deposited with a
successor depository operating a securities depository system, as may be acceptable to the City, or
such depository's agent or designee, and if the City and the Paying Affent~¢~istrar do not select
such alternate securities depository system then tho Bonds may be registered in whatever names
the registered owners of Bonds transferring or exchanging the Bonds shall designate, in
accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any
Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with res~ to
principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond
shall be made and given, respectively, in the manner provided in the Representation Letter.
Section 18. DEFEASANCE OF THE BONDS. (a) Defeased Bonds. That any Bond
and the interest thereon shall be deemed to be paid, retired and no longer Outstanding (a
"Defeased Bond"), except to the extent provided in subsection (d) of this Section, when payment
of the principal of such Bond, plus interest thereon to the due date (whether such due date be by
reason of maturity or otherwise) either (i) shall have been made or caused to be made in
accordance with the terms thereof, or (ii) shall have been provided for on or before such due date
by irrevocably depositing with or making available to the Paying Ag~~~s~ in accordance
with an escrow agr~ent or other s'm~ar instrument (the "Future ~ow Agreement") for such
payment (1) hwfid money of the United States of America sufficient to make such payment or
(2) Dd'~ce Seauifies that mature as to principal and interest in such amounts and at such
times as will insure the availability, without reinv~ent, of sufficient money to provide for such
payment, and when proper arrangements have been made by the City with the Paying
Agen~gistrar for the payment of its services until all Def~ Bonds shall have become due and
payable. At such time as a Bond shall be deemed to be a Def~ 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 Net Revenues, and such principal and interest shall be payable solely from such
money or Defeasance Securities. Notwithstanding any other provision of this Ordinance to the
contrary, it is hereby provided that any determination not to redeem Dd'~ Bonds that is made
in conjunction with the payment arrangements specified in gubsecfion 18(aXi) or ('ti) shall not be
irrevocable, provided that: (1) in the pr~in~ providing for ~uch payment arrang~~, the
Issuer expressly reserves the fight to call the De/eased Bonds for redemption; (2) gives notice of
the reservation of that fight to the owners of the Defeased Bonds immediately following the
making of the payment arrangements; and (3) directs that notice of the reservation be included in
any redemption notices that it authorizes.
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(b) Investment in Defeasance Securitie~ Any moneys so deposited with the Paying
Agent/Re~r~ may at the written direction of the City be invested in Defeasance Securities,
maturinl~ in the amounts and times as hereinbefore set forth, and all income from such Defeasan~
Securities received by the Paying Agen~e~s~ 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 writinl~ by the City. Any Future Escrow
Agreement pursuant to which the money and/or Defeasance Sea.ties 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 subsections (a)(i) or (ii) of this Section. All income from such
Defeasan~ Securities received by the Paying A~en~egi~~ which is not required for the
payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be
remitted to the City or deposited as directed in writin8 by the City.
(c) Paying Agen~egistrar Servicez Until all Defeased Bonds shall have become
due and payable, the Paying Ase~strar shall perform the services of Paying Asen~
for such Defeased Bonds the same as if they had not been defeased, and the City shah make proper
arrangements to provide and pay for such services as required by this Ordinance.
(d) Selection of Bonds for Defeasanc~ In the event that the City elects to defease
less than all of the principal amount of Bonds of a maturity, the Paying Agen~e//strar shall
select, or cause to be selected, such amount of Bonds by such random method as it deems fa~ and
appropriate.
Section 19. TAX COVENANTS. That the Issuer covenants to refrain from any action
which would adversely affect, or to take any action to assure, the treatment of the Bonds as
obligations descn'bed in section 103 of the Code, the interest on which is not includable in the
"~'oss income" of the holder for purposes of federal income taxation. In fiu~erance thereof, the
Issuer covenants as follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of
the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if
any) are used for any "private business use", as defined in section 141 (b)(6) ofthe Cxxie or,
if more than 10 percent of the proceeds are so used, that amounts, whether or not received
by the Issuer, with respect to such private business use, do not, under the terms of this
Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the
payment of more than 10 percent of the debt service on the Bonds, in contravention of
section 141 (b)(2) ofthe Cxxie;
(b) to take any action to assure that in the event that the "private business use'
described in subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related' and
not "disproportionate", within the meaning of section 141(I))(3) of the Code, to the
governmental use;
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(c) to take any action to assure that no amount which is greater than the lesser
of' $5,000,000, or 5 percent of the proceeds of' the Bonds (less amounts deposited into a
reserve ~und, if any), is directly or indirectly used to finance loans to persons, other than
state or local 8ovemmental units, in contravention of' section 141 (c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 14 l(a) of the Code;
(e) to refrain from taking any action that would result in the Bonds being
"federally guaranteeA" within the meaning of section 149Co) of the Code;
(0 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 acq~e
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Bonds, other than investment property acquired
with --
(1) proceeds of the Bonds invested for a reasonable temporary period of
three years or less or, in the case of refunding bonds, of 90 days or less until such
proceeds are needed for the purpose for which the bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1 (b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts
treated as pr~eeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refimdings); and
(h) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
90 percent of the "Excess Earnings", within the meaning of section 148(0 of the Code and
to pay to the United States of America, not later than 60 days after the Bonds have been
paid in full, 100 percent of the amount then required to be paid as & result of Excess
Earnings under section 148(0 of the Code.
The Issuer understands that the term "proceeds" included "disposition proceeds" as defined in the
Treasury Regulations and, in the case of a refimding bond, transferred proceeds (if any) and
pr~s of the refimded bonds expend~ prior to the date of the issuance of the Bonds. It is the
understanding of the Issuer that the covenants contained herein are intended to assure compliance
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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 thc Code, as applicable to the Bonds, the Issuer will not be required to
comply with any covenant contained herein to the extent that such failure to comply, in the opinion
of nationally-recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or
rulings are hereafter promulgated which impose additional requirements which are applicable to
the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in
the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In furtherance of the foregoing,
the Mayor, the City Manager, the Director of Fiscal Services and any Assistant City Manager may
execute any certificates or other reports required by the Code and to make such elections, on
behalf of the City, which may be permitted by the Code as arc consistent with the purpose for the
issuance of the Bonds. In order to facilitate compliance with the above clause (h), a "Rebate
Fund" is hereby established by the City for the sole benefit of the United States of America, and
such Rebate Fund shall not be subject to the claim of any other person, including without limitation
the registered owners of the Bonds. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
Section 20. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR
THE PROJECT; DISPOSmON OF PROJECt. (a) That the City covenants to account for
on its books and records the expenditure of proceeds from the sale of the Bonds and any
investment earnings thereon to be used for the purposes described in Section 1 of this Ordinance
(such purposes referred to herein and subsection (b) of this Section as a "Project") in accordance
with the requirements of the Code. The City recognizes that in order for the proceeds to be
considered used for the reimbursement of costs, the proceeds must be allocated to expenditures
within 18 months of the later of the date that (a) the expenditure on a Project is made or (b) each
such Project is completed; but in no event later than three years after the date on which the original
exp~dimre is paid. The fore~oin~ notwithstandinl~ the City recolp~izes that in order for process
to be expended under the Code, the sale proceeds or investment earnings must be expended no
more than 60 days after the earlier of (a) the fifth anniversa~ of the date of delivery of the Bonds
or Co) the date the Bonds are retired. The City agrees to obtain the advice of a nationally-
recolpRzed bond counsel if such expenditure fails to comply with the foregoing to assure that such
expenditure will not adversely nffect the tax-exempt status of the Bonds. For purposes of this
Section, the City shall not be obligated to comply with this covenant if it obtains an opinion of at
nationally-recolptized bond counsel to the effect that such failure to comply will not adversely
affect the excludability for federal income tax purposes from gross income of the interest.
Co) That the City covenants that the property constituting the Project will not be sold or
otherwise disposed in a transaction resulting in the receipt by the City of cash or other
compensation, unless the City obtains an opinion of at nationally-recol~nized bond counsel
substantially to the effect that such sale or other disposition will not adversely affect the tax-
exempt status of the Bonds. For purposes of this Section, the portion of the property comprising
personal property and disposed of in the ordinary course of business shall not be treated as a
transaction resulting in the receipt of cash or other compensation. For purposes of this Section,
-2
the City shah not be obligated to comply with this covenant if it obtains an opinion of a nationally-
recognized bond counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
Section 21. CONTINUING DISCIX)SURE UNDERTAKING. (a) Annual Reports.
(i) That the City shall provide annually to each NRMSIR and any $1D, within six months after the
end of each Year ending in or after 2003, financial information and operating data with respect to
the City of the general type included in the final Official Statement authorized by Section 22 of this
Ordinance, being the information described in Exhibit B hereto. Any financial statements so to be
provided shall be (1) prepared in accordanc~ with the accounting principles described in Exhibit B
hereto, or such other accounting principles as the City may be required to employ from time to
time pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such
statements and the audit is completed within the period during which they must be provided. If the
audit of such financial statements is not complete within such period, then the City shall provide
unaudited financial statements by the required time and will provide audited fmanci~ statements
for the applicable Year to each NRMSIR and any SID, when and if the audit report on such
statements become available.
(ii) If the City changes its Year, it will notify each NRMSIR and any SID of the change
(and of the date of the new Year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section. The financial
information and operating data to be provided pursuant to this Section may be set forth in full in
one or more documents or may be included by specific reference to any document (including an
o~cial statement or other offering document, if it is available from the MSRB) that theretofore has
been provided to each NRMSIR and any SID or fried with the SEC.
(b) Material Event Notices. The City shall notify any SH~ and either each NEM~IR or
the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such
event is material within the meaning ofthe federal securities laws:
.
2.
3.
4.
,
e
g.
9.
10.
Principal and interest payment delinquendes;
Non-payment related defaults;
Unscheduled draws on debt service reserves refl~g financial difficulties;
Unscheduled draws on credit enhancements reflecting financial difficulties;
Substitution of credit or liquidity providers, or their failure to perform;
Adverse tax opinions or events affectinE the tax-exempt status of the
Bonds;
Modifications to fights of holders of the Bonds;
Bond calls;
Defeasances;
Release, substitution, or sale of property securin~ repayment of the Bonds;
and
Rat~g change.
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The City shah notify any $1D and either each NRMSIR or the MSRB, in a timely manner, of any
failure by the City to provide financial information or operating data in accordance with subsection
(a) of 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 holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expr~gy 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 complet, e 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 con~g such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
(iii) UND~ NO CIRCUMSTANCES SHALL TttE CITY BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTttER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY TttE CITY, WIlE'IT]ER NEGLIGE~ OR WITHOUT FAULT ON frs
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGKI' AND
REMFH)Y OF ANY SUCH PERSON, IN CO--CT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED. TO AN ACTION FOR MAND~S 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 seo~ties laws.
(v) The provisions of this Section may be amended by the City from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell
Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any
amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the outstanding Bonds consent to such amendment or (b) a person that is
unaflSliated with the City (such as nationally recognized bond counsel) determ__iues that such
amendment will not materially impair the interest of the holders and beneficial owners of the
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Bonds. If the City so amends the provisions of this Section, it shall include with any mended
financial information or operating data next provided in accordance with subsection (a) 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 law~lly purchasing or selling Bonds in the
primary offering of the Bonds.
Section 22. SALE OF BONDS; NOTICE OF SALE AND BIDDING
INSTRUCTIONS, THE OFFICIAL BID FORM AND OFFICIAL STATEMENT. (a) That
the sale of the Bonds to , as syndicate manager (the "Initial Purchasers"), at a
price of par and accrued int'~rest't° the date of delivery, plus a premium of $ , is hereby
authoriz.~, ratified and confirmed. One Bond in the principal amount maturing on each maturity
date as set forth in Section 2 hereof shall be delivered to the Initial Pur~, and the Initial
Purchasers shall have the right to exchange such Bonds as provided in Section 5 hereof without
cost. It is hereby officially found, detmnined and declared that the Bonds were sold to the highest
bidder at terms that were the most advantageous reasonably obtained.
(b) That the Notice of Sale and Bidding Instructions and the Official Bid Form, together
with any addenda thereto, prepared and circulated with respect to the sale of the Bonds, are hereby
approved. The use of the "Preliminary Offici~ Statement" dated May 8, 2003, prepared in
connection with the sale of the Bonds, is hereby ratified and approved. The Director of Fiscal
Services is hereby authorized to cause a final "Official Statement" to be prepared in connection
with the sale Of the Bonds.
Section 23. BOND INSURANCE. That the Initial Purchasers included in their bid that the
Bonds are to be insured by (the "Insurer'), with the cost of the municipal
bond insurance policy to be paid by the Initial ~'~chasers. A legend provided by the Insurer for
inclusion on the Bonds is hereby authorized to be printed on the Bonds. The City hereby finds that
the municipal bond insurance policy to be issued by the Insurer satisfies the requirement set forth
in Section 13(e) hereof. The terms of the commitment issued by the Insurer are hereby
incorporated by reference.
Section 24. APPROVAL AND REGISTRATION OF BONDS. That the Director of
Fiscal Services is hereby authorized to have control of the Bonds and all necessary records and
proceedings pertaining to the Bonds pending their delivery and their investigation, examination and
approval by the Attorney General of the State of Texas, and their registration by the Comptroller
of Public Accounts of the State of Texas. Upon registration of the Bonds, the Comptroller of
Public Accounts (or a deputy designated in writing to act therefor) shall nmnually sign the
Comptroller's RegisUation Certificate. The Bonds thus registered shall remain in the custody of
the City Manager (or the designee thereof) until delivered to the Initial Purchasers.
-24-
Section 25. FURTHER PROCEDURES. That the Mayor, the City Secretary, the City
Manager, the Director of Fiscal Services, any Assistant City Manager, and all other officers,
employees, and agents of the City, and each of them, shall be and they are hereby expressly
authorized, empowered, and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge, and deliver in the name and under the 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 ofthe Bonds and fixing all details in connection therewith.
Section 26. PREAMBLE. That the preamble to this Ordinance is incorporated by
reference and made a pan hereof for all purposes.
Section 27. MISCE~OU$ PROVISIONS. (a) Titles Not Restrictive. That the
titles assigned to the various sections of this Ordinance are for convenience only and shall not be
considered restrictive of the subject matter of any section or of any part of this Ordinance.
(b) Rules 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 succes~r provisions
thereof. Any reference to "FORM OF BOND" shah 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.
(c) Inconsistent Provisions. All orders and resolutions, or pans thereof, which are in
conflict or inconsistent with any provision of this Ordinance are hereby repealed and declared to be
inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the matters
prescribed herein.
(d) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or
provision of this Ordinance or the application thereof to any person or circumstance shall be held
to be invalid, the remainder of this Ordinance shall nevertheless be valid and the City hereby
declares that this Ordinance would have been enacted without such invalid word, phrase, clause,
paragraph, sentence, pan, portion, or provisions.
(e) Governing Law. This Ordinance shall be construed and enforced in accordance with
the laws of the State of Texas.
(f) Open Meeting. The City officially 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, aH as required by Chapter 551, Texas Government Code.
(8) Immediate Effect. In accordance with the provisions of Section 1201.028, Texas
Government Code, this Ordinance shall be effective immediately upon its adoption by the City
Council.
PASSED AND APPROVED this June 12, 2003.
City Secretary, City of College Station, Texas
Mayor, ~it~f~°l~ege Station, Texas
(crry SEALi
APPROVED:
/
DUIIU ~,UUU:$:I
!
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NO. K-
FORM OF BOND:
UNITED STATES OF AMEKICA
STATE OF TEXAS
COUNTY OF BKAZOS
CITY OF COLLE~ STATION, TE~S
UTILITY SYSTEM
REVENUE BOND
SERmS 2003A
Exhibit A
to
Ordinance
MATURITY INTEREST OKIG~~
DATE RATE ISSUE DATE CUSIP
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF COLLEGE
STATION, IN BRAZES COUNTY, TEXAS (the "City"), hereby promises to pay to
............ , or the registereA assignee hereof (either being hereinaRer
c,~lled the "registered owner") the principal amount of
and to pay interest thereon, from the original issue date of this Bond specified above, to the date of
its ~cheduled maturity or the date of its redemption prior to scheduled maturity, at the rate of
interest per annum specified above, with said interest being payable on February 1, 2004, and
semiannually on each August I and February I thereafter, except that if the Paying
Agent/Registrar's Authentication Certificate appearing on the face of this Bond is dated later than
February l, 2004, such interest is payable semiannually on each August I and February I following
such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawfid money ofthe
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity,
or upon the date fixed for its redemption prior to maturity, at the designated corporate trust office
in Dallas, Texas (the "Designated Trust Office"), of lPMorgan Chase Bank, which is the "Paying
Agent~egistrar" for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the registered owner hereof as shown by the "Registration Books" kept by the
Paying Agent~egistrar at the close of business on the Record Date (hereinafter defined) by check
drawn by the Paying Agent~egistrar on, and payable solely from, funds of the City required to be
on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such
check shall be sent by the Paying Agent/Registrar by United States mail, first-class, postage
prepaid, on each such interest payment date, to the registered owner hereof at its address as it
appears on the Registration Books kept by the Paying Agent/Registrar, as hereinaRer described, or
by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of, the registered owner. The record date (*Record Date*) for the interest payable on any
interest payment date means the 15th day of the preceding month. In the event of a non-payment
of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such
interest payment (a "Special Record Date") will be established by the Paying Agent~egistrar, 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 (the 'Special
Payment Date", which shah 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 prep~d,
to the address of each registered owner of a Bond appearing on the books of the Paying
Agent/Registrar at the close of business on the last business day next preceding the date of mailing
of such notice. The City covenants with the registered owner of this Bond that no later than each
principal payment date and interest payment date for this Bond it will make available to the Paying
Agent~egistrar the amounts required to provide for the payment, in immediately available funds,
of all principal of and interest on the Bonds, when due, in the manner set forth in the ordinance
authorizing the issuance of the bonds (the *'Ordinance").
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 are authorized by law or
executive order to close in the city where the Designated Trust Office of the Paying
Asent/Resistrar is located, then the date for such payment shall be the next succeeding day which
is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized
to close; and payment on such date shall have the same force and effect as if made on the original
date payment was due. Notwithstanding the foregoing, during any period in which ownership of
the bonds of this Series is determined only by a book entry at a securities depository therefor, any
payment to the seau/ties depository, or its nominee or registered assigns, shah be made in
accordance with existing arrangements between the City and the securities depository.
TttIS BOND is one of a Series of bonds of like tenor and effect except as to denomination,
number, maturity, interest rate and right of prior redemption, dated as of the Original Issue Date
stated above, issued in the asgregate principal amount of $4,850,000 for the purpose of financing
water system, wastewater system and electric lift, bt and power system improvements and paying
the costs of issuance of the Bonds. AH Bonds of this Series are issuable solely as fully registered
bonds, without interest coupons, in the denomination of any integral multiple of $5,000 (an
"Authorized Denomination").
THE BONDS of this Series scheduled to mature on and after February 1, 2014 may be
redeemed prior to their scheduled maturities, in whole, or in part in principal mounts of $5,000 or
any integral multiplo thereof, at the option of th~ City, on February 1, 2013, or on any date
therefor, at th~ redomption pfi~ of par plus seemed interest to the date fixe~ for redemption. If
l~ss than all of th~ Bonds arc to be redeemed by th~ City, th~ City shall determine th~ maturity or
maturities and the amoums therewith to be redeemed and shall direct the Paying Agent/Registrar
to call by lot Bonds, or portions thereof, within such maturity or maturities and in such principal
amounts, for redemption; provided, that during any period in which ownership of the Bonds is
determined only by a book entry at a securities depository for the Bonds, if fewer than all of the
Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular
Bonds of such maturity and beating such interest rate shall be selected in accordance with the
arrangements between the City and the securities depository.
AT LEAST 30 days prior to the date fixed for any such redemption, a written notice of
such redemption shall be given by the Paying Agent~egistrar 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 fix~ for any such
redemption due provision shall be made by the City with the Paying Agent/Registrar for the
payment of the required redemption price for 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 fight 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~egistrar 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 ~t the same rate, in any Authorized Denominatio~ 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.
AS PROVIDED IN ~ ORDINANCE, this Bond, or any unredeemed portion hereof;
may, at the request of the registered owner or the assignee or assignees hereof, be assigned,
transferred, and exchanged for a like aggregate principal mount of fully registered bonds, without
interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case
may be, having the same maturity date, and bearing interest at the same rate, in any Authorized
Denomination as requested in writing by the ~sppropriate 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
Ordinance. Among other requirements for such assignment and transfer, this Bond must be
presented and surrendered to the Paying AgentlR~gistrar, together with proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Bond or any portion or portions hereof in any 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/Resistrar 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 City shall pay the Paying
A~ent~egistrar's reasonable standard or customary fees and charges for transferring, converting
and exchanging any Bond or portion thereof~ provided, however, that any taxes or governmental
charges required to be paid with respect thereto shall be paid by the one requesting such transfer,
conversion and exchange, in any circumstance, neither the City nor the Paying Agen~e~istrar
shall be required (1) to make any transfer or exchange during a period beginning at the opening of
business 15 days before the day of the first mailing of a notice of redemption of bonds and ending
at the close of business on the day of such mailing, or (2) to transfer or exchange any Bonds so
selected for redemption when such redemption is scheduled to occur within 30 calendar days;
provided, however, such limitation shah not be applicable to an exchange by the registered owner
of the uncalled principal balance of a Bond.
WttENE~ 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 shah be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transfe~g the book entry to
produce the same effect.
IN ~ EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns,
or otherwise c~a~es to act ~ such, the City 1~ covenanted in the Ordinan~ that it promptly will
appoint a competent and legally qtmlified substitute therefor, and promptly will cause written
notic~ thereof to be mailed to the regi~terexl owner~ ofthe Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges aH of the terms and provisions of the Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in
the official minutes and records of the City, and agrees that the terms and provisions of this Bond
and the Ordinance constitute a contract between each res~stered owner hereof and the City.
THE CiTY has reserved the right, subject to the restrictions stated, and adopted by
reference, in the Ordinance, to issue additional parity revenue bonds which also may be made
payable from, and secured by a first lien on and pledge of; the "Net Revenues" of the City's
combined waterworks systen~ sewer system, and electric light and power system (ns defined and
described in the Ordinance) on a parity with the Previously Issued Parity Bonds (as defined in the
Ordinance) and the Bonds.
THE REGISTERED OWNER ttEREOF shall never have the fight to demand payment of
this obligation out of any funds raised or to be raised by taxation, or from any source whatsoever
other than the aforesaid Net Revenues.
IT IS ItEREBY certified 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 lavr, that this Bond is a
special obligation; and that the principal of and interest on this Bond together with outstanding
parity revenue bonds are payable from, and secured by a first lien on and pledge of, the Net
Revenues.
IN TESTIMONY WttEREOF, the City Council has caused the seal of the City to be duly
impressed or placed in facsimile hereon, and this Bond to be signed with the imprinted facsimile
signature of the Mayor and countersigned by the facsimile signature of the City Secretaqt.
Ci~' Se~e~ary,
City of College Station, Texas
Mayor,
City of College Station, Texas
(S~AU)
FO..RM OF PAYING AGENT/REOISTRAR'S A~ICAT!ON CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTttENTICATION 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, bonds, or a portion of a bond or bonds of an issue which
originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated
Paying Agent~egistrar
By:
Authorized Representative
(FO~ OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF ONLY)
OFFICE OF COMP~O~ER
STATE OF TEXAS
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public AccoUntS of
the State of Texas
~ORM O,F A~tGNMENT'.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to
register the transfer of the within Bond on the books kept for registration thereof, with fifll power
of substitution in the premises.
Dated
Signature Guaranteed
NOTICE: Sis~.atur'~$ must be ~aranieed by
an eligible guarantor institt~on participating
in a Securities Transfer Association
recognized signature guarantee program.
NO~'ICE: The signature '~tbove "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.
Exhibit B
to
Ordinance
DESCRIPTION OF ANNUAL FINAN~ INFORMATION
The following information is referred to in Section 22 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified below (and included in the Appendix or
under the headings of the O~¢ial Statement referred to):
The "Audit Report" for the most recently concluded fiscal year.
2. The information included in the Official Statement under the follow/n8 captions, but for
the most recently concluded fisc~ year: Tables I through 8 and Appendix B.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in paragraph I described above, as
such principles may be changed from time to time to comply with state law or regulation.
PRELIMINARY OFFICIAL STATEMENT
DATED MAY 8, 2003
NEW ISSUE - Book-Entry-Only
Ratings:
Moody's: "Applied for"
$&P: "Applied for"
See ("OTHER INFORMATION -
RATINGS' herein)
In the opinion of Bond Counsel, interest on the Bonds will be excludable from gross income for federal income tax purposes
under existing law, subject to the matters described under "TAX M~4TTERS" herein, including the alternative minimum tax on
corporations.
THE OBLIGATIONS WILL NOT BE DESICjN..ATED AS "QUALIFIED TAX-EXEMPT OBLIGATIONS"
FOR FINANCIAL INSTITUTIONS
$4,850,000
CITY OF COLLEGE STATION, TEXAS
(a Home Rule City located in Brazos County, Texas)
UTILITY SYSTEM REVENUE BONDS, SERIES 2003A
Dated Date: July 1, 2003
Due: February 1, as shown on the inside cover
PAYMENT TERMS ... Interest on thc $4,850,000 City of College Station, Texas, Utility System Revenue Bonds, Series 2003A
(the "Bonds") will accrue from July 1, 2003 (the "Dated Date") and will be payable on February 1, 2004, and on each August 1
and February I thereafter until maturity or prior redemption, and will be calculated on the basis of a 360-day year consisting of
twelve 30-day months. The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of The
Depository Trust Company ("DTC') pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the
Bonds may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Bonds will be
made to the owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying
Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for
subsequent payment to the beneficial owners of the Bonds. See "THE BONDS - BOOK-E~'RY-ONLY SYSTEM" herein. The
initial Paying Agent/Registrar is JPMorgan Chase Bank, Dallas, Texas (see "THE BONDS - PAYING AC~ENT/REC~ISTRAR").
AUTHORITY FOR ISSUANCE... The Bonds are issued p~t to the general laws of the State of Texas, particularly Chapter 1502,
Texas Government Code, and an ordinance (the "Ordinance") passed by the City Council, and are special obligations of the City of
College Station (the "City"), payable, both as to principal and interest, solely from and secured by a first lien on and pledge of the
Net Revenues of the City's Utility System (the "System") The City has not covenanted nor obligated itself to pay the Bonds
from monle~ raised or to be raised from taxation (see '"FILE BONDS - AUTHORITY FOR ISSUANCl?).
PURPOSE... Proceeds from the sale of the Bonds will be used to pay for electrical system improvements. In addition, proceeds
will be used to pay the costs incurred in connection with the issuance of the Bonds.
SEE MATURITY SCHEDULE, INTEREST RATES, AND YIELDS ON INSIDE COVER
OPTIONAL REDZMPTION... The City reserves the right, at its option, to redeem Bonds having stated maturities on and after
February 1, 2014, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 1, 2013, or any
date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "THE BONDS - OPTIONAL
i~VE~ON").
LEGALITY... The Bonds are offered for delivery, when issued, and received by the Initial Purchaser and subject to the opinion
of the Attorney General of the State of Texas and the opinion of McCall, Patkhurst & Horton L.L.P., Dallas, Texas, Bond
Counsel for the City (see "APPENDIX C - FORM OF BOND COUNSEL'S OPINION"). It is expected that the Bonds will be
available for delivery through the services of DTC on or about July 9, 2003.
BIDS WiLL BE ACCEPTED UNTIL AND OPENED ON
THURSDAY, JUNE 12, 2003 AT 10:00 A.M. CE~RAL DAYLIGHT SAVINGS TIME
Feb 1 o~
2OO5
2006
2007
2OO8
20O9
2010
2011
2012
2013
2014
MATURITY SCHEDULE, INTEREST RATES AND YIELDS
CUSIp, (:) Princip~, Rate ,, Yield F.~ 1 o) CUSIP ~) Principal Rate
$ 185,000 2015 o) $ 255,000
190,000 2016 o) 265,000
195,000 2017 o) 275,000
200,000 2018 (3) 290,000
205,000 2019 o) 300,000
210,000 2020 o) 315,000
220,000 2021 (3) 330,000
225,000 2022 o) 345,000
235,000 2023 o) 365,000
245,000
% %
(Accrued Interest from July 1, 2003 to be added)
Yield
(1) The Initial Purchaser may designate one or more of the serial maturities as term obligations. See accompanying
"Notice of Sale and Bidding Instructions."
(2) CUSIP Numbers have been assigned to the Bonds by the CUSIP Service Bureau and are included solely for the
convenience of the purchasers of the Bonds. Neither the City, the Financial Advisor nor the Initial Purchasers shall
be responsible for the selection or correctness of the CUSIP Numbers set forth herein.
(3) The City reserves the right, at its option, to redeem Bonds having stated maturities on and after February 1, 2014, in
whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February i, 2013, or any date
thereafter, at the par value thereof plus accrued interest to the date of redemption. -
For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"), this document constitutes a
preliminary o.~cial statement of the City with respect to the Bonds that has been "deemed final" by the City as of its date except for the
omission of no more than the information permitted by the Rule.
This O~/~cial Statement, which includes the cover page and the Appendices hereto, does not constitute an offer to sell or the solicitation
of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale. No dealer, broker,
salesperson or other person has been authorized to give information or to make any representation other than those contained in this
O~cial Statement, and, if given or made, such other information or representations must not be relied upon.
The information set forth herein has been obtained from the City and other sources believed to be reliable, but such information is not
guaranteed as to accuracy or completeness and is not to be construed as the promise or guarantee of the Financial ,4dvisor. This
O. fficial Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation
is made as to the correctness of such estimates and opinions, or that they will be realized. CUSIP numbers have been assigned to the
Bonds by the CUSIP Service Bureau for the convenience of the owners of the Bonds..
The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this
Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in
the affairs of the City or other matters described.
In connection with this offering, the Underwriters may over-allot or effect transactions which stabilize the market price of the issue at a
level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time.
This O~cial Statement contains "forward-looking" statements within the meaning of section 21E of the Securities and Exchange ,4ct of
! 934, as amended. Such statements may involve known and unknown risks, uncertainties and other factors which may cause the actual
results, performance and achievements to be different from future results, performance and achievements expressed or implied by such
forward-looking statements. Investors are cautioned tkat tke actual restdts could differ ttmterially from tkose set forth in tke forward-
looking statements.
TABLE OF CONTENTS
CITY OFFICIALS, STAFF AND CONSULTANTS ... iv
ELECTED OFFICIALS .................................................. IV
SELECTED ADMINISTRATIVE STAFF ........................... IV
CONSULTANTS AND ADVISORS .................................. IV
INTRODUCTION ............................................................ 1
PLAN OF FINANCING .................................................. 1
THE BONDS ............................................................... 1
THE SYSTEM ............................................... 6
WATEgWO~Y,S SYSTEM .............................................. 6
WASTEWATER SYSTEM .............................................. 6
F-LECrRIC SUPPLY SOURCE ......................................... 7
TABLE I - H~STORICAL UTILrrY CUSTOMER COUNT .... 8
TABLE 2 - TEN LARGEST UTILITY CUSTOMERS ........... 8
DEBT INFORMATION .......................................... 8
TABLE 3 - PRo-FO~A UTILrrY SYSTEM ~
DF. BT SERVICE REQ~M~ ......................... 8
FINANCIAL INFORMATION ................................... 9
TABLE 4 - CONDENSED STATEMENT OF OPERATIONS .. 9
TABLE 5 - COVERAGE AND Ftmo BALANCES .............. 9
TABLE 6 - VALUE OF TH£ SYSTEM .............................. 9
TABLE 7 - Crrv's EQ~ tn SYSTEM ....................... 10
CAPITAL IMPROVEMENT PROGRAM .......................... 10
FINANCIAL POLICIES ................................................ 10
INVESTMENTS .......................................................... 11
TABLE 8 - CURRENT INVESTMENTS ........................... 12
SELECTED PROVISIONS OF THE BOND
ORDINANCE ............................... 13
DEFmmoNs ............................................................ 13
RATE Cov~n~rr ..................................................... 13
FLOW OF Ft94os ....................................................... ! 4
ADDITIONAL PARITY BoNDs .................................... 14
MAINTENANCE AND OPERATION; INSURANCE ........... 15
RECORDS AND ACCOUNTS ........................................ 15
ADDITIONAL COVENANTS ........................................ 15
TAX MATTERS ............................................................. 15
OPrhqON ................................................................... 15
FEDERAL INCOME TAX ACCOUNTING TREATMENT OF
ORIGINAL ISSUE DISCOUNT ............................. 16
COLLATERAL FEDERAL INCOME TAX CONSEQUENCES 17
STATE, LOCAL AND FOREIGN TAXES ......................... 17
OTHER INFORMATION ............................................. 17
RATINGS ................................................................... 17
LITmAT~N .............................................................. 18
LEGAL INVESTME~ AND ELIGIBILITY TO SECURE
PU~UC FUNDS IN TEXAS ................................. 18
LEGAL OPINIONS ...................................................... 18
AUTHENTICrrY OF FINANCIAL DATA AND OTHER
INFORMA11ON ................................................. 19
CONTINUING DISCLOSURE OF INFORMATION ............. 19
INITIAL PURCHASER ..................................................20
FmANctAL ADVISOR ................................................ 20
FORWARD-LOOKING STATEMENTS ............................ 20
MISCELLANEOUS ......................................................21
CERTIFICATION OF THE OFFICIAL STATEMENT ........... 21
APPENDICES
GENERAL INFORMATION REGARDING THE CITY ........ A
EXCE~"TS FROM THE ANNUAL FmA~CL, a, RE~'ORT .. B
FoRM oF BoND COUNSEL'S OPn~UON ........................ C
Thc cover page hereof, this page, thc appendices included
herein and any addenda, supplement or amendment hereto,
are part of the Official Statement.
OFFICIAL STATEMENT SUMMARY
This summary is subject in all respects to the more complete information and definitions contained or incorporated in this Official
Statement. The offering of the Bonds to potential investors is made only by means of this entire Official Statement. No person is
authorized to detach this summary from this Official Statement or to otherwise use it without the entire Official Statement.
THE CITY .................................... The City of College Station is a political subdivision and municipal corporation of the State,
located in Brazos County, Texas. The City encompasses approximately 41 square miles (see
"INTRODUCTION - D~-scRIPTIoN OF CrrY").
THE BONDS ................................. The Bonds are issued as $4,850,000 Utility System Revenue Bonds, Series 2003A. The Bonds
are issued as serial bonds maturing February 1, 2005 through February 1, 2023 (see "THE
BONDS - DESCRIPTION OF TttE BONDS").
PAYMENT OF INTEREST .............. Interest on the Bonds accrues from July 1, 2003, and is payable on February 1, 2004, and each
August I and February I thereafter until maturity or prior redemption (see "THE BONDS -
DESCRIPTION OF THE BONDS" and "THE BONDS o OPTIONAL REDEMPTION").
AUTHORITY FOR ISSUANCE ......... The Bonds are issued pursuant to the general laws of the State, particularly Chapter 1502, Texas
Oovernment Code, and an Ordinance passed by the City Council of the City (see ''THE BONDS
- AUTHORrrY FOR ISSUANCE").
SZCURITV FOR TUZ Botms .......... The Bonds constitute special obligations of the City, payable, both as to principal and interest,
solely from and secured by a first lien on and pledge of the Net Revenues of the City's Utility
System. The City has not covenanted nor obligated itself to pay the Bonds from monies raised
or to be raised from taxation (see "THE BONDS - SECURITY AND SOURCE OF PAYME~").
DEBT SERVICE RESERVE FUND... So long as the Bonds and the outstanding Parity Bonds are insured by a bond insurance
company that is rated "Aaa" by Moody's Investors Service, Inc. ("Moody's") or "AAA" by
Standard & PooPs Ratings Services, a Division of The McGraw-Hill Companies, Inc. ("S&P'),
the City is not required to establish a debt service reserve fund or purchase a surety bond as
additional security for the Bonds (see "SELECTED PROVISIONS OF THE BOND
ORDINANCE - ADDITIONAL BONDS").
REDEMPTION ............................... The City reserves the fight, at its option, to redeem Bonds having stated maturities on and after
February 1, 2014, in whole or in part in principal amounts of $5,000 or any integral multiple
thereof, on February 1, 2013, or any date thereafter, at the par value thereof plus accrued
interest to the date of redemption (see "THE BONDS - OPTIONAL REDEMPTION").
TAX EX~.MPTION ......................... In the opinion of Bond Counsel, the interest on the Bonds will be excludable from gross income
for federal income tax purposes under existing law, subject to thc matters described under thc
caption "TAX MA'ITERS" herein, including the alternative minimum tax on corporations. The
Bonds will not be designated as qualified tax=exempt obligations.
USE OF PROCEEDS ....................... Proceeds from the sale of the Bonds will be used to (i) fund electrical system improvements,
and (ii) pay the costs associated with thc issuance of the Bonds (see "PLAN OF FINANCING -
Use of Bond Proceed").
RATINGS ..................................... All of the presently outstanding parity bonds of the System are rated "Aaa" by Moody's and
"AAA" by S&P through insurance by various commercial insurance companies (see "OTHER
INFORMATION - RAT~NOS"). The underlying ratings for the outstanding parity bonds are
"Al" by Moody's and "A+" S&P. The City will require that the Initial Purchaser of the Bonds
purchase bond insurance for the Bonds in accordance with the NOTICE OF SALE AND
BIDDINO INSTRUCTIONS. The City has applied to Moody's and S&P for ratings on the
Bonds.
BOOK-ENTRY=ONLY
SYSTEM ...................................... The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee
of DTC pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the
Bonds may be acquired in denominations of $5,000 or integral multiples thereof. No physical
delivery of the Bonds will be made to the beneficial owners thereof. Principal of, premium, if
any, and interest on the Bonds will be payable by the Paying Agent/Rc~r to Cede & Co.,
which will make distribution of the amounts so paid to the participating members of DTC for
subsequent payment to the beneficial owners of the Bonds (see "THE BONDS - BOOK-Em'RY-
Om.v SvSm~M").
PAYMENT RECORD ...................... The City has never defaulted in payment of its bonds.
ooo
ELECTED OIq~iC~
Ci~ Council
Ron Silvia
Anne Hazen
John Happ
Dennis Maloney
James Massey
Scott Mears
Robert Waring
CITY OFFICIALS, STAFF AND CONSULTANTS
Length of
Position Scrvicc Term Ex,oires
Mayor 5 Years o) 5/04
Mayor Pro-Tem 5 Years 5/04
Councilmember I Year 5/05
Councilmember 4 Years 5/05
Councilmember 4 Years 5/05
Councilmember 1 Year 5/04
Councilmember 0 Years 5/05
Occupation
Retired
Retired R.N.
Airport Director
Painting Contractor
Director of Facility Coordination
Director of Support Services
Vice President, Investments
(i) Elected! Mayor in May 2002.
SELECTED ADMINISTRATIVE STAFF
Nme
Thomas E. Brymer
Glen Brown
John C. Woody
Charles Cryan
JeffKersten
Connie L. Hooks
(1) City Manager since September 1999.
Length.... ,of
Position Service to Ci~
City Manager 15 Years o)
Assistant City Manager 3 Years
Director of Public Utilities 16 Years
Director of Fiscal Services 12 Years
Budget Manager 11 Years
City Secretary 17 Years
CONSULTANT~ AND AD~I~Oi~
Auditors .................................................................................................................................................. Ingrain, Wallis & Company
Bryan, Texas
Bond Counsel .............................................................................................................................. McCall, Parkhurst & Horton L.L.P.
Dallas, Texas
Financial Advisor ....................................................................................................................................... First Southwest Company
Houston, Texas
For additional information regarding the City, please contact:
Charles Cryan
Director of Fiscal Services
City of College Station
1101 Texas Avenue
College Station, Texas 77840
(979) 764-3552 Phone
(979) 764-3899 Fax
or
Drew Masterson
David Potter
First Southwest Company
1021 Main Street, Suite 2200
Houston, Texas 77002
(713) 651-9850 Phone
(713) 654-8658 Fax
iv
PRELIMINARY OFFICIAL STATEMENT
RELATING TO
$4,850,000
CITY OF COLLEGE STATION, TEXAS
UTILITY SYSTEM REVENUE BONDS, SERIES 2003A
INTRODUCTION
This Official Statement, which includes the Appendices hereto, provides certain information regarding the issuance of
$4,850,000 City of College Station, Texas Utility System Revenue Bonds, Series 2003A (the "Bonds"). Capitalized terms used
in this Official Statement have the same meanings assigned to such terms in the ordinance to be adopted by the City Council on
the date of sale of the Bonds which will authorize the issuance of the Bonds (the "Ordinance"), except as otherwise indicated
herein (see "SELECTED PROVISIONS OF THE BOND ORDINANCE").
There follows in this Official Statement descriptions of the Bonds and certain information regarding the City and its finances. All
descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each such
document. Copies of such documents may be obtained from the City's Financial Advisor, First Southwest Company, Houston,
Texas.
DEscmrrloN olr Tt~. CITY... The City is a political subdivision and municipal corporation of the State, duly organiz.~ and
existing under the laws of the State, including the City's Home Rule Charter. The City was incorporated in October 1938, and
first adopted its Home Rule Charter in October 1938, which was last amended in May 1992. The City operates under a
Council/City Manager form of government with a City Council comprised of the Mayor and six Councilmembers. Some of the
services that the City provides are: public safety (police and fire protection), highways and streets, electric, water and sanitary
sewer utilities, health and social services, culture-recreation, public transportation, public improvements, planning and zoning,
and general administrative services. The 1990 Census population for the City was 52,456 and the 2000 Census population was
67,890. The City covers approximately 40.8 square miles.
PLAN OF FINANCING
PURPOSE... Thc Bonds are being issued to (i) fund electrical system improvements and (ii) pay thc costs associated with thc
issuance of the Bonds.
TH~ BONDS
DESCRIFTION O!~ THE BONOS ... The Bonds are dated July 1, 2003, and mature on February I in each of thc years and in thc
amounts shown on the inside cover page hereof. Interest will be computed on the basis of a 360-day year of twelve 30-day
months, and will be payable on February I and August 1, commencing February 1, 2004, until maturity or prior redemption.
The definitive Bonds will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and will
be initially registered and delivered only to Cede & Co., the nominee ofT he Depository Trust Company, New York, New York
("DTC") pursuant to the Book-Entry-Only System described herein. No physical delivery of the Bonds will be made to the
owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede
& Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the
beneficial owners of the Bonds. See "BooK-Em'RY-Om.¥ SYSTEM" herein.
AUTHOmTY ~OR ISSUANCE... The Bonds are issued pursuant to the general laws of the State of Texas, Chapter 1502, Texas
Government Code, and the Ordinance.
SECURITY AND SOURCE O1~ PAYMtNT... The Bonds are special obligations of the City payable, both as to principal and interest,
solely from and, together with certain omsmnding revenue bonds of the City (the "Previously Issued Bonds") and any additional
parity bonds which may be issued in the future, secured by a first lien on and pledge of the Net Revenues of the Sysmn after the
payment of maintenance and operating expetm~s. Maintenance and operating expenses include contractual payments which under
Texas laws and their provisions are established as operating expenses. The City has outstanding Previously Issued Bonds secured by
and payable from Net Revenues on parity with the Bonds. The following table lists the original principal amount of the Outstanding
Bonds and the currently outstanding principal amount of the Outstanding Bonds.
Original Principal Remaining
Principal Currently Refunded Outstanding
Series Amount Outstanding Bonds Bonds
i i i -
1994 16,500,000 9,075,000 8,250,000 825,000
1995 6,000,000 3,900,000 0 3,900,000
1996 (a) 10,110,000 7,295,000 0 7,295,000
1998 2,700,000 2,275,000 0 2,275,000
2000 10,500,000 9,525,000 0 9,525,000
2001 23,500,000 22,185,000 0 22,185,000
2002 18,215,000 17,685,000 0 17,685,000
2003 (a) 11 ~ 160,00~). 11,.160~000 ._ 0 1..1,160,000
$ 98,719,881 $ 83,100,000 $ 8,250,000 $ 74,850,000
(a) Includes refunding bonds.
The Bonds are not a charge upon any other income or revenues of the City and will never constitute an indebtedness or pledge of
the general credit or taxing power~ of the City. Thc Ordinance docs not create a lien or mortgage on the System, except the Net
Revenues, and any judgment against the City may not be enforced by levy and execution against any property owned by the City.
As additional seo~ty, unless the Bonds are insured, a Reserve Fund is required to be maintained in an amount at least equal to the
average annual debt service requirmnents of the outstanding Previously Issued Bonds, the Bonds and any Obligatimm i~sued on a
parity with the Bonds C'Additional Bonds"). Any additional minaret required to be acounulated in the fund by reason of the ~
of the Bonds will be funded over a 60 month period in accordance with the provisions of the Ordinance (see "SELECTED
PROVISIONS OF THE BOND ORDINANCE").
PLEDGED REVENUES... All of the Net Revenues of the System with the exception of those in excess of the amounts required to
establish and maintain thc Reserve Fund and Interest and Sinking Fund are irrevocably pledged for the payment of the Bonds and
interest thereon. The Bonds, the Previously Issued Bonds, and any Additional Bonds are equally and ratably secured by a first lien
upon the Net Revenues of the System.
PERFECTION OF SECURITY FOR THE BONDS... Chapter 1208, as amended, Texas Government Code, applies to the issuance of the
Bonds and the pledge of the Net Revenues, and such pledge is therefore, valid, effective and perfected. Should Texas law be
amended while the Bonds are outstanding and unpaid, the result of such amendment being that the pledge of the Net Revenues is to
be subject to the filing requirements of Chapter 9, Texas Business and Commerce Code, in order to preserve to the registered owners
of the Bonds a security interest in such pledge, the City agrees to take such measm~ as it determines is reasonable and necessary to
enable a filing of a security interest in said pledge to occur.
RATES... Thc City has covenanted in the Ordinance that it will ~t all times charge and collect ram for services rendered by the
System sufficient to pay all operating, maintenance, replacement and improvement expenses and any other costs deductl~ole in
dctennining Net Revenues. Additionally, thc City has covenanted to generate in each year, Net Revenues equal to 1.25 times thc
maximum annual requirement for the payment of the principal and interest on thc Parity Bonds at thc thnc outstanding and payable
from thc revenues of thc System, and maintain the funds provided for in thc Ordinance. Thc City has further covenanted that, if thc
System should become legally liable for any other indebtedness, it will fix and maintain rates and collect charges for thc services of
the System sufficient to discharge such indebtedness (Sec "SEL~D PROVISIONS OF THE BOND ORDINANCE- RATE
COV~ANT").
OPTIONAL REDEMPTION ... The City reserves the rights at its option, to redeem Bonds having stated maturities on and after
February 1, 2014, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on Fcbnmry 1,2013, or any
date thereafter, at the par value thereof plus accrued interest to the date of redemption. If less than all of the Bonds arc to be
redeemed, the City may select the maturities of Bonds to be redeemed. If less than all the Bonds of any maturity are to be
redeemed, the Paying Agent/Regi~ (or DTC, while the Bonds are in Book-Entry-Only form) will determine by lot the Bonds,
or portions thereof, within such maturity to be redeemed, if a Bond (or any portion of the principal sum thereof) has been called
for redemption and notice of such redemption given, such Bond (or the principal amount thereof to be redeemed) will become
due and payable on such redemption date and interest thereon will cease to accrue from and after the redemption date, provided
funds for thc payment of the redemption price and accrued interest thereon are held by the Paying Agent/Registrar on the
redemption date.
NOTICE Or REDEMPTION... Not less than 30 days prior to a redemption date for thc Bonds, thc City must cause a notice of
redemption to be sent by United States mail, first class, postage prepaid, to the registered owners of the Bonds to be redeemed, in
whole or in part, at the address of the registered owner appearing on thc registration books of thc Paying Agent/Registrar at thc
close of business on the business day next preceding the date of mailing such notice. ANY NOTICE SO MAILED WILL BE
CONCLUSIVELY PRF~UMED TO HAVE BEEN DULY GIVEN, WHETHER OR NOT THE REGISTERED OWNER
RECEIVES SUCH NOTICE. NOTICE HAVING BEEN SO GIVEN, THE BONDS CALLED FOR REDEMPTION WILL
BECOME DUE AND PAYABLE ON THE SPECIFIED REDEMPTION DATE, AND NOTWITHSTANDING THAT ANY
BOND OR PORTION THEREOF I-LAS NOT BEEN SURRENDERED FOR PAYMENT, INTEREST ON SUCH BOND OR
PORTION THEREOF WILL CEASE TO ACCRUE.
D~:l~ASANCE... The Ordinance provides for the defeasance of the Bonds when the payment of the principal of and premium, if
any, on the Bonds, plus interest thereon to the due date thereof (whether such due date be by reason of maturity, redemption, or
otherwise), is provided by irrevocably depositing with a paying agency, in trust (I) money sufficient to make such payment or
(2) Defeasance Securities, certified by an independent public accounting firm of national reputation to mature as to principal and
interest in such amounts and at such times to insure the availability, without reinvestment of sufficient money to make such
payment, and all necessary and proper fees, compensation and expenses of the paying agent for the Bonds. The Ordinance
provides that "Defeasance Securities" means (a) direct, noncallable obligations of the United States of America, including
obligations that are unconditionally guaranteed by the United States of America, (b) noncallable obligations of an agency or
instrumentality of the United States of America, including obligations that are unconditionally guaranteeed or insured by thc
agency or instrumentality and that are rated as to investment quality by a nationally recognized investment rating firm not less
that AAA or its equivalent, and (c) 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 rated as to investment quality by a nationally recognized investment
rating firm not less than AAA or its equivalent. The City has additionally reserved the right, subject to satisfying the
requirements of (1) and (2) above, to substitute other Defeasance Securities for the Defeasance Securities originally deposited, to
reinvest the uninvested moneys on deposit for such defeasance and to withdraw for the benefit of the City moneys in excess of
the amount required for such defeasance.
Upon such deposit as described above, such Bonds shall no longer be regarded to be outstanding or unpaid. The City has
reserved the option, however, to be exercised at the time of the defeasance of the Bonds, to call for redemption, at an earlier date,
those Bonds which have been defeased to their maturity date, if the City: (i) in the proceedings providing for the firm banking
and financial arrangement, expressly reserves the right to call the Bonds for redemption; (ii) gives notice of the reservation of' the
right to the owners of the Bonds immediately following the making of the t'Lrm banking and financial arrangements; and (iii)
directs that notice of' the reservation be included in any redemption notices that it authorizes
ADDITIONAL BONDS... The City may issue Additional Bonds which, together with the Previously Issued Bonds and the Bonds,
will be equally and ratably secured by a parity lien on and pledge of the Net Revenues of the System, subject, however, to
complying with certain conditions in the Ordinance. See "SELECTED PROVISIONS OF BOND ORDINANCE- ADDITIONAL
PARITY BONOS" for terms and conditions to be satisfied for the issuance of Additional Bonds.
BOOK ENTRY ONLY SYSTEM... Th/s section describes how ownership of the Bonds is to be transferred and how the principal of
and interest on the Bonds are to be paid to and credited by the Depository Trust Company ("DTC") while the Bonds are
registered in its nominee name. The information in this section concerning DTC and the Book-Entry-Only System has been
provided by DTC for use in disclosure dec~ments such as this Ojfficial Statement. The City believes the source of such
information to be reliable, but takes no responsibility for the accuracy or completeness thereof.
The City cannot and does not give any assurance that (1) DTC will distribute payments of debt service on the Bonds, or
redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to
DTC or its nominee (as the registered owner of the Bonds), or redemption or other notices, to the Beneficial Owners, or that they
will do so on a timely basis, or ($) DTC will serve and act in the manner described in this O~cial Statement. The current rules
applicable to DTC are on file with the Securities and Exchange Commission, and the current procedures of DTC to be followed
in dealing with DTC Participants are on file with DTC.
DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the
name of Cede & Co. (DTC's partnership nominee). One fully-registered certificate will be issued for each maturity of the Bonds
in the aggregate principal amount of each such maturity and will be deposited with DTC.
DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Conmm~ial Code, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million
issues of U.S. and non-U.S, equity issues, corporate and municipal debt issues, and money market instruments from over 85
countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among
Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry
transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S, securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is a wholly-owned subsidiary of the Depository Trust & Clearing
Corporation CDTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National
Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging
Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York
Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the
DTC system is also available to others such as both U.S. and non-U.S, securities brokers and dealers, banks, trust companies,
arid clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its
Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at
www.dtcc.com.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the
Bonds on DTC's records. The ownership interest of each actual purchaser 6f each Bond ("Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of
their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered
into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct
and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's
parmership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit
of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners.
The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants,
and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject
to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take
certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions,
tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to
ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In
the alternative, Beneficial Owners may wish to provide their names and addresses to the Paying Agent/Registrar and request that
copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a
Direct Participant in accordance with DTC's Procedures. under its usual proce~, DTC mails an Omnibus Proxy to the Ci.*y
as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption process, distn'butions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as
may be requested by an authorized representative ofDTC. DTC's practice is to credit Direct Participants' accounts upon DTC's
receipt of funds and corresponding detail information from the City or the Paying Agent/Registrar, on payable date in accordance
with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant and not of DTC (nor its nominee), the Paying
Agent/Registrar, or the City, subject to any statutory or regulatory requirements ns may be in effect from time to time. Payment
of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such nominee as may be requested by an
authorized representative of DTC) is the responsibility of the City or the Paying Agent/Registrar, disbursement of such payments
to Direct Participants will be the responsibility of DTC, and disbursement of such payments to Beneficial Owners will be the
responsibility of Direct and Indirect Participants.
A Beneficial Owner shall give notice to elect to have its Bond purchased or tendered, through its Participant, to the Paying
Agent/Registrar, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant's interest in
the Bonds, on DTC's records, to the Paying Agent/Registrar. The requirement for physical delivery of Bonds in connection with
an optional tender or a mandatory purchase will be deemed satisfied when the ownership fights in the Bonds are transferred by
Direct Participants on DTC's records and followed by a book-entry credit of tendered Bonds to the Paying Agent/Registrar's
DTC account.
DTC may discontinue providing its services as depository with respect to thc Bonds at any time by giving reasonable notice to
the City or the Paying Agent/Registrar. Under such circumstances, in the event that a successor depository is not obtained, Bond
certificates are required to be printed and delivered.
Revenues, Bond Counsel will opine only that a valid and enforceable lien has been granted on the Net Revenues. Bond Counsel has
not been requested to, and has not, rendered any opinion as to the priority status of the pledge of the Net Revenues.
SOURCES AND USE OF ]~}ND PROCEEDS... Proceeds from the sale of the Bonds are expected to be expended as follows:
Sources of Funds:
Principal Amount of the Bonds ................................................................................................... $
Premium on the Bonds ................................................................................................................
Debt Service Fund Transfer ........................................................................................................
Accrued Interest ..........................................................................................................................
Total Sources of Funds ............................................................................................................ $
Uses of Funds:
Deposit to Project Fund ............................................................................................................... $
Issuance Expenses and Underwriter's Discount .........................................................................
Accrued Interest ..........................................................................................................................
Total Uses of Funds ................................................................................................................. $
SYSTEM
WATERWORICq SYSTEM
Since December 1981, the City has had the capability to produce and deliver 100% of its water needs through an aqueduct and well
field system located north of the City. This system includes six wells a combined capacity of 23 million gallons per day "mgd". The
water is delivered to the distribution system by 14 miles of 30-inch diameter pipeline and two pumping stations.
Each of the six wells mentioned above is completed into the Simsboro Sand of the Wilcox formation which forms a very prolific
aquifer of high quality water. The City projects that the aquifer will provide an adequate water supply for College Station and
surrounding communities through the year 2050.
The following water rates were established by ordinance passed and approved by the City Council and became effective on October
1, 1994.
Tyt~' of Customer
'Residential, Commercial and InduStrial
Usage Charge
$Z03 per 1,000 gallons plus
Service Charge._ Meter Size
$ 8.30 per mo. 5/8"
8.30 per mo. 3/4"
10.45 per mo. 1"
15.50 per mo. I 1/2'
24.50 per mo. 2"
77.40 per mo. 3"
115.00 per mo. 4"
140.00 per mo. 6"
WASTEWATER SYSTEM
The City's waste water is treated by two City-owned wastewater treatment plants located within the City. The Carter Creek
Treatment Plant was upgraded to meet current treatment standards with two $ l0 million projects completed in fiscal year 1997. The
Lick Creek Treatment Plant, the newer of the two plants, came on-line during 2002 and has a 2,000,000 gallons per day treatment
capacity. The two plants have a combined treatment capacity of 11.5 mgd as compared to average current daily demand of 6.7 mgd.
The treatment plant's capacity is adequate to serve a population estimated at 122,000.
The following sewer rates were establisl~ by ordimnce passed and approved by the City Council and became effective on October
1, 2002.
Residential (metered water) ...........................................................
Usage Charge .................................................................................
Residential (without meter to each unit) .......................................
Commercial and Industrial ............................................................
Usage Charge .................................................................................
$15.14 including 4,000 gallons of metered water
$ 2.81 per 1,000 gallons of additional metered water
$30.00 maximum per month
$20.65 per unit per month
$9.70 per month
$3.11 per 1,000 gallons of metered water usage
ELECTRIC SUPPLY SOURCE
[UPDATE- AEP IS NEW. PROViDERi
Thc City began., purchasing c!cctric power'from.Texas' Utilities (now known ns TXU) on january 1, 1996. That contract resulted
in significant savings to the. C..ity's electric~.~~,.:~.Ci~ is ~tly paying Uans~ssion charges to a number of outside
utih.'ty, syste.~'.at..c~xent Public Utility Co~~i.o..n'6f,Texas .allowed.rates but isalso in litigation regarding-some of those fees.
The City is served through two 138 kVA transmission lines tied to a ring bus at the City switching station, three substations, and
256 miles of distribution lines.
The electric rates were established by ordinance passed and approved by the City Council and became effective on November 1,
1998. The following electric rates nra subject to a power adjustment charge which requires that the net energy charge per kilowatt
hour must be increased or decreased by an amount per kilowatt hour equal to any increase or decrease in the wholesale rate paid for
electric energy by the City by virtue of the fuel clause in the wholesale contract.
Single Family Residential ............................. Service Charge ....................................................... $7.00 per month
plus:
First 500 kwhrs ...................................................... $0.0582 per kwhr
Additional kwhr (May through October) .............. $0.0516 per kwhr
Additional kwhr (November through April) ......... $0.0456 per kwhr
Tax ......................................................................... 1.50%
PCA ........................................................................ Calculated Monthly
Master Metered Multiple Dwelling Units ..... Service Charge ....................................................... $100.00 per month
plus:
First 500 lcw~ ...................................................... $0.0582 per kwhr
Additional kwhr (May through October) $0.0516 per kwhr
Additional kwhr (November through April) ......... $0.0456 per kwhr
Tax ......................................................................... 1.50%
PCA ........................................................................ Calculated Monthly
Small Commercial (1/10 KW demand) ........ Service Charge ....................................................... $9.00 per month
plus:
First 1,000 lckv~ ................................................... $0.0661 per kwhr
Over 1,000 kwhrs .................................................. $0.0472 per kwhr
Tax ......................................................................... 8.25%
PCA ........................................................................ Calculated Monthly
Medium Cotnn~rcial (15-300 KW) .............. Service C'narge ....................................................... $25.00 per month
plus:
Demand Charge (Per KW) .................................... $8.44 per KW
Energy Charge All kwhrs ...................................... $0.0257 per KW
Minimum Monthly Charge ................................... $151.67
Tax ......................................................................... 8.25%
PCA ........................................................................ Calculated Monthly
Large Commercial (300+ KW) .....................Service Charge ....................................................... $75.00 per month
plus:
Demand Charge (Per KW) .................................... $8.44 per KW
Energy Charge All kwhrs ...................................... $0.0257 per KW
Minimum Monthly Charge ................................... $2,799.00
Tax ......................................................................... 8.25%
PCA ........................................................................ Calculated Monthly
Industrial (I,500 KW and over) .................... Service Charge ...................................................... $250.00 per month
plus:
Demand Chn~¢ O'e~ KW) .................................... $8.00
Energy Charge (first 500,000 kwhrs) .................... $0.0241 per KW
Minimum Monthly $12,247.69
Tax ......................................................................... 8.25%
PCA ........................................................................ Calculated Monthly
TABLE 1 - HISTOmCAL UTn.rrv CUSTOMER COUNT
2O02
Water 23,210
Wastewater 28,399
Electric 28,678
TABLE 2- TEN LARGEST UTILITY CUSTOMERS
Fisca,! Year Ended Sept,ember 30
2001 2000 1999
Il I I I
22,037 21,242 21,3'/4
26,622 26,365 25,652
27, I 13 26,169 26,804
FY 2002 KWH
Utility Customer=.. T~/pe o.f. Business Consumption
College Station ISD Schools 16,301,9~4
City of College Station Municipality 14,989,349
CBL & Associates Retail Mall 14,095,747
Wal-Mart Stores Inc. Retail 7,736,957
State Headquarters/TAMU University 7,466,465
Krogers Retail Grocery 7,356,640
Albertsons Retail Grocery 7,258,669
College Station Medical Hospital 6,901,757
Dealer Computer Services Technical Support $,187,600
Lane C/S Ltd. Hotel 4,975,200
92,270,3..78
1998
21,245
22,199
25,3O9
of KWH
Consumed
2.58%
2.37%
2.23%
1.22%
1.18%
1.16%
1.15%
1.09%
0.82%
0.79%
14.60%
DEBT INFORMATION
TABLE 3 - PRO-FORMA UTILITY SYSTEM REVENUE DEBT SERVICE REQUIREMENTS
Year
End T%tal Outstandin~ D~.bt ·
9/30 Pr~. cipal Interest Total Principal
2003 $ 3,815,000 $ 3,613,613 $ 7,428,613
2004 4,025,000 3,569,641 7,594,641
2005 4,225,000 3,369,871 7,594,871 $ 185,000
2006 4,330,000 3,166,275 7,496,275 190,000
2007 3,950,000 2,973,318 6,923,318 195,000
2008 4,075,000 2,794,629 6,869,629 200,000
2009 4,190,000 2,610,893 6,800,893 205,000
2010 4,330,000 2,404,655 6,734,655 210,000
2011 4,465,000 2,179,100 6,644,100 220,000
2012 4,620,000 1,950,491 6,570,491 225,000
2013 4,780,000 1,723,806 6,503,806 235,000
2014 4,700,000 1,495,163 6,195,163 245,000
2015 4,145,000 1,273,826 5,418,826 255,000
2016 4,355,000 1,056,386 5,411,386 265,000
2017 4,285,000 835,071 5,120,071 275,000
2018 3,670,000 632,381 4,302,381 290,000
2019 2,920,000 466,356 3,386,356 300,000
2020 3,080,000 315,550 3,395,550 315,000
2021 3,250,000 155,644 3,405,644 330,000
2022 1,435,000 36,772 1,471,772 345,000
2023 365,0O0
$ 78,64~i000 ,$ 3~,6~_3,~4~ $1~,~,~42 '$ 4,a~o,000
The Bonds
Interest
ii
$ 212,953
188,216
184,828
180,655
175,555
169,658
162,857
155,178
146,944
138,155
128,672
118,494
107,650
96,132
83,811
70,652
56,657
41,723
25,823
8,815
$ 2,453,426
Total
Total , Requirements
$ 7,428,613
$ 212,953 7,807,595
373,216 7,968,O87
374,828 7,871,103
375,655 7,298,972
375,555 7,245,183
374,658 7,175,551
372,857 7,107,512
375,178 7,019,278
371,944 6,942,435
373,155 6,876,961
373,672 6,568,834
373,494 5,792,320
372,650 5,784,036
371,132 5,491,203
373,811 4,676,192
370,652 3,757,008
371,657 3,767,207
371,723 3,777,366
370,823 1,842,595
373,815 373,815
$ 7,303,426 , $ 122~71~867
(1) The interest on the bonds is estimated for purposes of illustration.
ANTICIPATED ISSUANCE OF REVENUE BONDS... The City does anticipate the issuance of additional revenue bonds within the
next 12 months.
PENSION FUND... The City provides pension benefits for all of its full-time employees through thc Texas Municipal Retirement
System CTMRS"), a State-wide administered pension plan. Thc City makes annual contributions to thc plan equal to the
amounts accrued for pension expense. (For more detailed information concerning thc retirement plan, sec APPENDIX B -
"EXCERPTS FROM THE CITY'S Am~rUAL FInANCiAL REPORT" - Note #E).
FINANCIAL INFORMATION
TABLE 4 - CONDENSED STATEMENT OF OPERATIONS
Revenues:
Electric
Water and Wastewater
Interest
Other
Total Revenues
For Fiscal Year Ended September 30
2002 2001 2000 1999 1998
III
44,238,340 $ 42,290,635 $ 35,295,718 $ 32,561,234 $ 33,257,006
16,024,595 15,118,46315,696,095 14,276,53314,198,325
1,858,5452,787,779 2,467,905 1,568,912 2,032,895
1,974,5071,73n,79.8 ,, , !,940,771 ,, 2,263,337 2,510,885
64,09~,987 $ 6~,931,67~ $ 5~,400A89 $ ~0,670,016 $ ~,999,~
Expenses:
Total Expenses
$ 46,274,555 $ 45,465,778 $ 37,149,229 $ 30,080,!,45 $ 27~885,854
Net Available for Debt Service
$ 17,821,432 $ 16,465,897 $ 18,251~260 ~ 20,589,871 $.24,113,257
TABLE 5 - COVERAGE AND FUND BALANCES
Maximum Principal and Interest Requirements (2005) ................................................................ $ 7,968,087
Coverage of Average Requirements by 9/30/2002 Net Income ................................................... 2.24 Times
Average Annual Principal and Interest Requirements (2003-2023) ............................................. $ 6,239,5 i 8
Coverage of Average Requirements by 9/30/2002 Net Income ................................................... 2.86 Times
TABLE 6 - VnLt~ OV ~ SYS~M
Utility Systems
Machinery & Equipment
Buildings
Land
Construction in Progress
Less: Accumulated Depreciation
Net System Value
_ . Fiscal Yea,r,,Ended September 30
2002 2001 2000 '1999 "i~98
I I II II III
$ 171,742,127 $ 150,993,984 $ 129,591,712 $ 125,291,975 $ 120,339,041
2,613,237 2,595,033 2,574,247 2,656,077 2,660,650
1,721,714 1,721,714 1,721,714 1,721,714 1,710,414
1,117,017 1,072,579 1,011,595 1,011,595 1,011,595
27,917,993 22,953,489 20,002,622 12,093,822 7,136,086
$ 205,112,088 $ 179,336,799 $ 154,901,890 $ 142,775,183 $ 132,857,786
50r697,928 45,742,750 42r158t!99 38~826,,687 35~373,609
..$$_! 54,414,160 $ 133,594,049 ~$ 112,743,69.1. $ !03 ,9_48 ,49 .6~ $~ 97,484,177
TABLZ 7-CITY'S EQurrY IN SYSTEM
Net System Value
Current Assets
Restricted Assets
Other Resources
Deferred Charges
Total
Obligations
Current Liabilities
Current Liabilities Payable from
Restricted Assets
Revenue Bond Debt
Other Debt
Total Liabilities
City's Equity in System
Percentage of Equity in System
....... Fiscal Year Ended Septemb.e.r 30
2002 ~-001 " 2000 1999 "
$1~4,4i4,~60 "$ ~33,~94,0~ $ 11~,7431~9~ $ ~03,~'~8,496
35,404,701 33,120,006 39,030,059 40,646,018
21,929,685 23,726,170 15,927,833 8,551,386
200,000 200,000 0 0
... 762,60..2 .705,759 641,763 606,92.7
$ 212,711,148 $ 191,345,984 $ 168,343,346 $ 153,752,827
$ 6,263,972 $ 5,728,574 $ 4,964,116 $ 3,487,931
11,671,253 10,979,279 6,731,311 6,450,173
74,420,000 60,020,000 39,685,000 32,370,000
120~874 69,371 35~176 (5,078)
92,476,099 $ 76,797,224 $ 51,415,603 $ 42,303,026
$ 120,235,049 $ ! 14,548,760 $ 116,927,743 $ 111,449,801
56.53% 59.86% 69.46% 72.49%
1998
$ 97,484,177
36,300,554
11,288,295
130,158
646,41,0,
$ 145,849,594
$ 3,982,006
6,718,857
39,530,000
(44,763.).
50,186,100
95,663,494
65.59%
CAPITAL IMPROVEMENT PROGRAM
[UPDATEI
.;Th.'0.i!~.ti'!i...tyi..proj'.~ts' :plan~.~f0r:.'.the:'~Xt ..t~v~..~.~~de~.c~~.:~d~~d..~v~i~n..~f~.~ectrig.~setvic`e.a~ng .~j.0r
tt~'g!ff...ares,-'line'..ex~ib'.ns,'.fi,.C~, eU.'stomet~~~6'.~.i.and'oth~i?~~'i~' ~ ~ts. :.Be~'iii rise. al y..ear 199~;:lhe
rate;,p, ayers.
F~NAN~ PouctEs
~...Thc City is a Phase II City which requires GASB 34 implementation for the fiscal year ending September 30, 2003.
The City fully expects to meet the GASB 34 reporting deadline.
Basis ofAccoun_gng...The accounts of the City are organized and operated on the basis of funds and account groups. A fund is
an independent fiscal and accounting entity with a self-balancing set of accounts. Fund accounting segregates funds according to
their intended purpose and is used to aid management in demonstrating compliance with finance-related legal and contractual
provisions. The minimum number of funds are maintained consistent with legal and managerial requirements. Account groups
are a reporting device to account for certain assets and liabilities of the governmental funds not recorded directly in those funds.
Government funds are used to account for the City's general government activities. Governmental fund types use the flow of
current financial resources measurement focus and the modified accrual basis of accounting.
General Fund...The General Fund is the City's primasy operating fund. It is used to account for all activities typically
considered governmental functions of the City. These include Public Safety, Public Works, Parks and Recreation, Economic and
Development Services, the support functions for these areas, and the administrative functions for the City.
The General Fund for the 2002-2003 fiscal year is influenced by current policies and any approved policy changes. The policies
include inter-fund equity; maintaining a balance between revenues and expenditures; and maintaining the level of service
currently provided as the City experiences residential and commercial growth.
10
The City's financial policies are for a General Fund balance of 15% of budgeted appropriations at year end. To the extent that
the General Fund balance exceeds this amount, this surplus is to be expended in future years for one time expenditures such as
capital items and short term projects.
Debt Service.. Fund...The Debt Service Fund accounts for the servicing of general long-term debt not being financed by
proprietary or nonexpendable trust funds. It is the City's policy to maintain at least 15% of annual appropriated expenditures for
debt service and any associated fees as the Debt Service Fund balance at fiscal year end. The fund is in compliance with that
policy.
Bud~_etarv Procedures...Prior to September I, the City Manager submits to the City Council a proposed operating budget for
the fiscal year commencing the following October 1. The operating budget includes proposed expenditures and the means of
financing them. Ali budget requests are compiled by the office of Management and Budget and presented with comparative and
supporting data to the Mayor and City Council for review. Public hearings are properly advertised and conducted at City Hall
for taxpayer comments. Prior to September 27, the budget is legally enacted through passage of an ordinance. The City Council
must approve all transfers of budgeted amounts between departments within any fund and any revision that alters the total
expenditure of any fund. An amount is also budgeted each year for contingencies which may arise.
INV~,S'FMK~
The City invests its investable funds in investments authorized by Texas law in w. cordance with investment policies approved by the
City Council. Both state law and the City's investment policies are subject to change.
Lr, aAC ~... Under Texas law, the City is authorized to invest in (1) obligations, including letters of credit, of the United
States or its agencies and instrumentalities, (2) direct obligations of the State of Texas or its agencies and i~talities, (3)
collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security
for which is guaranteed by an agency or instrumentality of the United States, (4) other obligations, the principal of and interest on
which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the State of Texas or the United States
or their respective agencies and instnuncntalities, ($) obligations of states, agencies, counties, cities, and other political subdivisions
of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent, (6)
certificates of deposit and share certificates issued by state and national banks, savings banks and state or federal credit unions
domiciled in Texas that are (a) guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union
Share Insurance Fund, or Co) are secured as to principal by obligations described in the clauses (1) through (5) and clause (12), which
are intended to include ali direct federal agency or instrumentality issues that have a market value of not less than the principal
amount of the certificates, or in any other manner and amount provided by law for City deposits, (7) fully collateralized repurchase
agreements that have a defined termination date, are fully secured by obligations described in clause (1), and are placed through a
primary government securities denier or a financial institution doing business in the State of Texas, (8) bankers' acceptances with the
retraining term of 270 days or less, if the short-term obligations ofthe accepting bank or its parent are rated at least A- 1 or P- 1 or the
equivalent by at least one nationally re~ credit rating ag~, (9) cornng~ial paper that is rat~cl at least A-1 or P-I or the
equivalent by either (a) two nationally recognized credit rating agencies or Co) one nationally recognized credit rating agency if the
paper is fully secured by an irrevocable letter of credit issu~ by a U.S. or state bank, (10) no-load money market mutual funds
registered with nmi regulated by the Securities and Exchange Commission that have a dollar weighted average portfolio maturity of
90 days or less and include in their invesumnt objectives the maintenance of a stable net asset value of $1 for each share, (11) no-
load mutual funds registered with the Securities and Exchange Commission that: have an average weighted maturity of less than two
years; invests exclusively in obligations described in the preceding clauses; and are continuously rated as to investment quality by at
least one nationally recognized investment rating finn of not less than AAA or its equivalent, and (12) bonds, notes or other
obligations, issued by the State of Israel. In addition, the City may invest bond proceeds in accordance with the terms of a
guaranteed investment contract, consistent with the provisions of Chapter 2256, Texas Government Code (the "PFIA").
The City may invest in such obligations directly or through government investment pools that invest solely in such obligations
provided that the pools are rated no lower than AAA or AAA or an equivalent by at least one nationally recogniz~ rating service.
The City is specifically prohibited from investing in: (1) obligations whose payment represents the coupon payments on the
outstanding principal balance of the underlying mortgage-backed seouity collateral and pays no principal; (2) obligations whose
payment represents the principal stream of cash flow fixnn the underlying mortgage-backed security and bears no interest; (3)
collateralized ~ge obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage
obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a nutrket index.
INvg,vn~ Potacms... Under Texas law, the City is required to invest its funds under written investment policies that primarily
emphasize safety of principal and liquidity; that ~dress investment diversification, yield, maturity, and the quality and capability of
investment management; and that include a list of authorized invegnnents for City funds, maximum allowable stated maturity of any
individual investment and the maximum average dollar-weighted maturity allowed for pooled fund groups. All City funds must be
invested consistent with a formally adopted "In~t Strategy Statement" that specifically addre~es each fund's inv~t. Each
Investment Strategy S~t will descn'be its objectives concerning: (1) suitability of investment type, (2) preservation and safety of
principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield.
11
Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a person of
prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for
investment, considering the probable safety of capital and the probable income to be derived." At least quarterly the investment
officers of the City shall submit an investment report detailing: (1) the investment position of the City, (2) that all investment officers
jointly prepared and signed the report, (3) the beginning market value, any additions and changes to market value and the ending
value of each pooled fund group, (4) the book value and market value of each separately listed asset at the beginning and end of the
reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each
individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment
strategy statements and Co) state law. No person may invest City funds without express written authority from the City Council.
ADDITIONAL PROVISIONS... Under Texas law thc City is additionally required to: (1) annually revicw its adopted policies and
strategies; (2) require any investment officers' with personal business relationships or relatives with firms seeking to sell securities to
the entity to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council; (3) require the
registered principal of firms seeking to sell securities to the City to: (a) receive and review the City's investment policy, (b)
acknowledge that reasonable controls and procedu~s have been implemented to preclude imprudent investment activities, and (c)
deliver a written statement attesting to these requirements; (4) perform an annual audit of the management controls on investments and
adherence to the City's investment policy; (5) provide specific investment training for the Treasurer, Chief Financial Officer and
investment officers; (6) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse
repurchase agreement funds to no greater than the term of the reverse repureha~ ~ent; (7) restrict the investment in non-money
market mutual funds of any portion of bond proceeds, reserves and funds held for debt service and to no more than 15% of the entity's
monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service; and (8) require local
government investment pools to conform to the new disclosure, rating, net asset value, yield calculation, and advisory board
Under Texas law, the City may contract with an investment management firm registered under the Investment Advisers Act of
1940 (15 U.S.C. Section 80b-I et seq.) or with the State Securities Board to provide for the investment and management of its
public funds or other funds under its control for a term up to two years, but the City retains ultimate responsibility as fiduciary of
its assets. In order to renew or extend such a contract, the City must do so by order, ordinance or resolution. The City has not
contracted with, and has no present intention of contracting with, any such investment management firm or the State Securities
Board to provide such services.
CITY'S INVESTMENT POLICY...The Director of Fiscal Services shall promptly invest all City funds with the Bank Depository in
accordance with the provisions of the current Bank Depository Agreement or in any negotiable instrument that the Council has
authorized under the provisions of the PFIA, as amended, and in accordance with the City Council approved Investment Policies.
At the end of each fiscal year, a r~o~ on investment performance will be provided to the City Council. In conjunction with the
monthly financial report, the Director of Fiscal Services shall prepare and provide a written recapitulation of the City's
inve~anent portfolio to the Council, detailing each City investment instrmnent with its rate of return and maturity date.
As of December 31, 2002, the City's investable funds were invested in the following categories:
Investment Type ....
Demand"Bank Accounts
Pooled Cash (Texpool)
Money Market Mutual Fund (Fidelity)
Flexible Repurchase Agreements
U.S. Treasury Notes and Bonds
Subtotal
Book Market
Value Value
1,568,'~20 $ 1,'568,520
38,800,779 38,800,779
10,112,112 10,112,112
12,675,224 12,675,224
2,012,187 2,035~62..5
65,168,822 $ 65,192,260
Agencies:
Federal National Mortgage Association (FNMA)
Federal Farm Credit Bank (FFCB)
Federal Home Loan Mortgage Corporation (FH MC)
Federal Home Loan Bank (FHLB)
Subtotal
Total
$ 25,013,604 $ 25,228,750
4,003,160 4,042,593
10,055,340 10,136,948
.26~056r700 26~3..!.3.~750
$ 65t.1. 28r804 $ 65t722~041
$ 130,29_7,626 i$ 130~914,.3.~1.
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SELECTED PROVISIONS OF THE BOND oRDINANCE
The Ordinance authorizing the Bonds is in substantially the same form as the ordinances authorizing the outstanding bonds,
selected provisions of which are shown below:
The Ordinance authorizes the issuance and sale of the Bonds and prescribes terms, conditions, and provisions for the payment of
the principal of and interest on the Bonds by the City. Set forth below is a summary of certain provisions of the Ordinance.
Paragraph headings are supplied for ease of reference and are not contained in the Ordinance. Such summary is not a complete
description of the entire Ordinance and is qualified by reference to the Ordinance.
DEFINITIONS
The following terms have the respective meanings specified:
(g)
(h)
(a) "Additional Bonds" means the additional parity bonds which the City reserves the right to issue.
(b) "Bond Fund" means the fund provided for in the Ordinances authorizing issuance of the Previously Issued Parity Bonds.
(c) "Bonds" means the Bonds to be issued by the Ordinance.
(d) "City" refers to the City of College Station, Texas, or where appropriate to the City Council thereof.
(e) ''City Council" means the City Council of the City.
(0 "Net Revenues" means the gross revenues of the Systems less the rea,ramble expenses of operation and nusintenance,
including all salaries, labor, materials, repairs, and extensions necessary to render efficient service; provided, however, that
only such repairs and extensions, as in the judgment of the City Council reasonably and fairly exercised, are nece~ to
keep the plant or utility in operation and render adequate service to the City and the inhabitants thereof, or such as might be
necessary to meet some physical accident or condition which would otherwise impair the Parity Bonds shall be deducted in
determining "Net Revenues."
"Parity Bonds" means collectively the Previously Issued Parity Bonds, the Bonds, and any Additional Bonds.
"Paying Agent/Registrar" means, initially, JPMorgan Chase Bank, Dallas, Texas, or any successor appointed in its
capacity as such.
(i) "Systems" as used in the Ordinance means the City's combined waterworks system, wastcwater system and electric light
and power system, including all present and future extensions, additions, replacements, and improvements thereto.
(j) "Systems Fund" means the fund provided for in the Ordinance.
RATZ COVZNANT
The City covenants and agrees with the holders of the Parity Bonds, if and when issued, that it will:
1. Fix and maintain rates and collect charges for the facilities and services afforded by the Systems which will provide revenues
sufficient at all times:
a) To pay all operation, maintenance, depreciation, replacement, and betterment charges of the Systems;
b) To establish and maintain the Bond Fund;
c) To generate in each year Net Revenues equal to 1.25 times the maximum annual requirement for the payment of the
principal of and interest on the Parity Bonds at the time outstanding and payable from the revenues of the Systems
(although amounts shall be paid into the Bond Fund only in accordance with the Ordinance); and
d) To pay all indebtedness other than bonds outstanding against the Systems as and when the same become due; and
2. Deposit as collected all revenues derived from the operation of the Systems into the Systems Fund which shall be kept separate
and apart from all other funds of the City.
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F~ow o~ FUN~s
There has been created and established on the books of the City, and accounted for separate and apart from all other funds of the
City, a special Systems Fund. All gross revenues received from operation of the Systems are deposited into and credited to the
Systems Fund immediately upon receipt. The necessary and reasonable expenses of operation and maintenance of the Systems
are paid first from the Systems Fund. The City then makes substantially equal monthly payments into the Bond Fund
(commencing with respect to the Parity Bonds on the date of delivery to the initial purchaser thereof) during each year in which
any of the Parity Bonds are outstanding in an aggregate amount equal to 100% of the amounts required to meet the interest and
principal payments falling due on or before the next maturity date of the Parity Bonds. The City must, at least five days prior to
February 1, 2004, and each August I and February I thereafter, deposit into the Bond Fund any additional Net Revenues
available in the Systems Fund which may be necessary to pay in full the interest on and principal, if any, coming due on the
Parity Bonds on such August I or February 1. In no event will an amount in excess of the amounts stated above be placed in the
Bond Fund for the payment of the interest on or principal of the Parity Bonds, and any amount so placed may be withdrawn by
the City and replaced in the Systems Fund. Any funds remaining in the Systems Fund, after provision for the reasonable cost of
operating and maintaining the Systems, and after paying the amounts required to be paid into the Bond Fund, may be used for
any lawful purpose.
ADDITIONAL PARrrv BONDS
In addition to the inferior lien bonds authorized by law, the City expressly reserves the fight hereafter to issue additional parity
bonds and other evidences of indebtedness now or hereafter authorized by the Legislature of Texas (collectively, the "Additional
Bonds"), and the Additional Bonds, when issued, may be secured by and payable from a first lien on and pledge of the Net
Revenues of the System in the same manner and to the same extent as are the Outstanding Parity Bonds but subject to the
provisions that follow, and the Previously Issued Parity Bonds, the Bonds, and the Additional Bonds may in all respects be of
equal dignity. It is provided, however, that no Additional Bonds may be issued unless:
As long as the Previously Issued Parity Bonds are outstanding and unpaid, all material conditions set forth in the Parity Bonds
Ordinances are satisfied;
As long as any of the Previously Issued Parity Bonds are outstanding, the "net earnings" of the System for the fiscal year next
preceding the month in which the ordinance authorizing such Additional Bonds is adopted were equal to each of the provisions
in items (a) and (b) below, determined independently and certified by an independent firm of certified public accountants, based
upon an annual audit of the books of the System;
An independent firm of certified public accountants, based upon an annual audit of the books of the Systems, certifies that the
net earnings of the System for the previous fiscal year or for any 12 consecutive month period ending not more than 90 days
prior to the date of the adoption of the ordinance authorizing such Additional Bonds or other evidence of indebtedness were
equal to each of the following determined independently:
(a) at least 1.40 times the average annual req~ts for the pa~t of principal and in~ on the then outstanding Parity
Bonds and other evidences of indebtedness payable from the revenues of the Systems and on said Additional Bonds or
other evidences of indebtedness, when issued, sold and delivered; and
at least 1.25 times the maximum annual requirement for the payment of principal and interest on the Parity Bonds then
outstanding and on such Additional Bonds, when issued, sold and delivered;
provided, however, should the certificate of the nccoun~t certify that the net earnings of the Systems for the fiscal year
covered thereby were, in either case, less than required above, and a change in the rates and charges for services afforded by the
Systems became effective at least sixty (60) days prior to the scheduled date of adoption of the ordinance authorizing such
Additional Bonds, then such Additional Bonds may nevertheless be issued if an independent engineer or engineering finn have
a favorable reputation with respect to such matters certifies that, had such change in rates and charges been effective for the
fiscal year covered by the accountant's certificate, the net earnings for the Systems for the fiscal year covered by the
accountant's certificate would have met the tests specified in (a) and (b) above.
The term "net earnings' means all of the Net Revenues of the Systems, exclusive of income received specifically for capital
terms, after deduction of the reasonable expenses of operation and maintenance of the Systems excluding expenditures which
under standard accounting practice should be charged to capital expenditures or depreciation.
4. Said Additional Bonds are rmde to mature on February 1 in each ofthe years in which they are scheduled to mature; and
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Thc entire issue of such Additional Bonds is insured in a manner similar to thc Previously Issued Parity Bonds by an insurance
company or association of companies whose insured obligations are rated by either Moody's Investors Service, Inc. or Standard
& Poor's Public Finance Ratings in the same or a higher rating category than the insured obligations of the City (at the time
such Additional Bonds are to be issued) .or the City shall establish a Reserve Fund for such Additional Bonds by any method or
combination of methods that the City deems reasonable and appropriate provided that (i) the amount of such Reserve Fund (or
coverage of any surety bond in lieu thereof) must at least equal the maximum annual debt service requirements of such
Additional Bonds, not to exceed the maximum then permitted by applicable regulations, procedures, or published rulings of thc
Internal Revenue Service (the "Reserve Minimum"); (ii) if any cash reserve fund is funded by making transfers of Net Revenues
in the Systems Fund, such transfers must be made each month in an amount reasonably sufficient to reach thc reserve minimum
within a period of not more than five years after such Additional Bonds are sold and delivered; and (iii) such Reserve Fund will
be for the equal benefit of the owners of (x) such Additional Bonds, (y) Parity Bonds theretofore issued which are not insured in
a manner similar to the Previously Issued Parity Bonds, and (z) any Additional Bonds thereafter issued which are not so insured.
IVL~ANTENANCE AND OPERATION; ]NSURANCE
The City must maintain the Systems in good condition and operate the same in an efficient manner and at a reasonable cost. So
long as any of the Bonds are outstanding, the City agrees to maintain insurance on the Systems, for the benefit of the registered
owner or owners of the Bonds, of a kind and in an amount which usually would be carried by private companies engaged in a
similar type of business in the same area. The Ordinance is not being construed ns requiring the City to expend any funds which
are derived from sources other than the operation of the Systems, but nothing herein will be construed as preventing the City
from doing so.
RECORDS AND ACCOUNTS
The City must keep proper books, records, and accounts, separate from all other books, records, and accounts, in which complete
and correct entries must be made of all transactions relating to the Systems. Upon written request made not more than 60 days
following the close of the fiscal year, thc City must furnish to any registered owner of any Parity Bonds, complete financial
statements of thc Systems in reasonable detail covering such fiscal year, certified by the City's Auditor. Any registered owner or
owners of 25% of thc Parity Bonds at the time outstanding have the right at all reasonable times to inspect the Systems and all
records, accounts, and data of the City relating thereto.
ADDITIONAL COVENANTS
The City further covenants that:
It has the lawful power to pledge the revenues ~rting thc Parity Bonds and has lawfully exercised said power under the
Constitution and laws of the State of Texas, that the Parity Bonds are ratably secured by said pledge of income, in such numner
that one Parity Bond has no preference over any other Bond.
Other Oum for the payment of the Parity Bonds, the rents, revenues, and income of the Systems have not in any manner been
pledged to the payment of any debtor obligations of the City or of the Systems.
So long as any of the Parity Bonds remain unpaid, the City will not sell or encumber the Systems or any substantial part thereof,
and that it will not encumber the revenues thereof unless such encumbrance is made pursuant to this Ordinance or is junior and
subordinate to all of the provisions of the Ordinance.
No free service of the Systems is allowed, and should the City or any of its agencies or insumnentalifies make use of the
services and facilities of the System, payment of the reasonable value thereof must be made by the City out of funds from
sources other than the revenues and income of the Systems.
To the extent that it legally may, so long as any of the Bonds or any interest thereon is outstanding, no franchise will be granted
for the installation or operation of any competing systems and that the City will prohibit the operation of any such systems other
than those owned by the City and the operation of any such systems by anyone other than the City is hereby prohibited.
OPINION
On the date of initial delivery of the Bonds, McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel, will render its
opinion that, in accordance with statutes, regulations, published rulings and court decisions existing on the date thereof
("Existing Law"), (1) interest on the Bonds for federal income tax purposes will be excludable from the "gross income" of the
holders thereof and (2) the Bonds will not be treated as "specified private activity bonds" the interest on which would be
included as an alternative minimum tax preference item under section 57(aX5) of the Internal Revenue Code of 1986 (the
15
"Code"). Except as stated above, Bond Counsel will express no opinion as to any other federal, state or local tax consequences
of the purchase, ownership or disposition of the Bonds. See "APPENDIX C - FORM OF OPn~aoN OF BOND COUNSEL."
In rendering its opinion, Bond Counsel will rely upon (a) certain information and representations of the City, including
information and representations contained in the City's federal tax certificate, Co) the verification report prepared by Grant
Thornton LLP, certified public accountants, regarding the mathematical accuracy of certain computations and (c) covenants of
the City contained in the Bond documents relating to certain matters, including arbitrage and the use of the proceeds of the
Bonds and the property financed or refinanced therewith. Although it is expected that the Bonds will qualify as tax-exempt
obligations for federal income tax purposes as of the date of issuance, the tax-exempt status of the Bonds could be affected by
future events. However, future events beyond the control of the City, as well as the failure to observe the aforementioned
representations or covenants, could cause the interest on the Bonds to become taxable retroactively to the date of issuance.
Bond Counsel's opinion represents its legal judgment based upon its review of Existing Law and the reliance on thc
aforementioned information, representations and covenants. Bond Counsel's opinion is not a guarantee of a result. The Existing
Law is subject to change by the Congress and to subsequent judicial and administrative interpretation by the courts and the
Department of the Treasury. There can be no assurance that such Existing Law or the interpretation thereof will not be changed
in a manner which would adversely affect the tax treatment of the purchase, ownership or disposition of the Bonds.
Bond Counsel's opinion represents its legal judgment based upon its review of Existing Law and the representations of the City
that it deems relevant to render such opinion and is not a guarantee of a result. No assurances can be given as to whether the
Internal Revenue Service will commence an audit of the Bonds, or as to whether the Internal Revenue Service would agree with
the opinion of Bond Counsel. If an Internal Revenue Service audit is cotnmenced, under current procedures the Internal
Revenue Service is likely to treat the City ns the taxpayer and the Bondholders may have no right to participate in such
procedure. No additional interest will be paid upon any determination of taxability.
FEDERAL INCOME TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE DISCOUNT
The initial public offering price to be paid for one or more maturities of the Bonds (the "Original Issue Discount Bonds") may be
less than the principal amount thereof or one or more periods for the payment of interest on the bonds may not be equal to the
accrual period or be in excess of one year. In such event, the difference between (i) the "stated redemption price at maturity" of
each Original Issue Discount Bond, and (ii) the initial offering price to the public of such Original Issue Discount Bond would
constitute original issue discount. The "stated redemption price at maturity" means the sum of all payments to be made on the
bonds less the amount of ali periodic interest payments. Periodic interest payments are payments which are made during equal
accrual periods (or during any unequal period if it is the initial or final period) and which are made during accrual periods which
do not exceed one year.
Under Existing Law, any owner who has purchased such Original Issue Discount Bond in the initial public offering is entitled to
exclude from gross income (as defined in section 61 of the Code) an anmunt of income with respect to such Original Issue
Discount Bond equal to that portion of the amount of such original issue discount allocable to the accrual period. For a
discussion of certain collateral federal tax consequences, see discussion set forth below.
In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior to stated maturity,
however, thc amount realized by such owner in excess of the basis of such Original Issue Discount Bond in the hands of such
owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue
Discount Bond was held by such initial owner) is includable in gross income.
Under Existing Law, the original issue discount on each Original Issue Discount Bond is accrued daily to the stated maturity
thereof (in amounts calculated as described below for each six-month period ending on the date before the semiannual
anniversary dates of the date of the Bonds and ratably within each such six-month period) and the accrued amount is added to an
initial owner's basis for such Original Issue Discount Bond for purposes of determining the amount of gain or loss recognized by
such owner upon the redemption, sale or other disposition thereof. The amount to be added to basis for each accrual period is
equal to (a) the sum of the issue price and the amount of original issue discount accrued in prior periods multiplied by the yield
to stated maturity (determined on thc basis of compounding at thc close of each accrual period and properly adjusted for the
length of the accrual period) less (b) the amounts payable as current interest during such accnml period on such Original Issue
Discount Bond.
The federal income tax consequences of thc purchase, ownership, redemption, sale or other disposition of Original Issue
Discount Bonds which arc not purchased in the initial offering at the initial offering price may be determined acco~ing to rules
which differ from those described above. Ali owners of Original Issue Discount Bonds should consult their own tax advisors
with respect to the determination for federal, state and local income tax purposes of the treatment of interest accrued upon
redemption, sale or other disposition of such Original Issue Discount Bonds and with respect to the federal, state, local and
foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Original Issue Discount
Bonds.
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COLLATERAL FEDERAL INCOME TAX CONSEQUENCES
Thc following discussion is a summary of certain collateral federal income tax consequences resulting from the purchase,
ownership or disposition of the Bonds. This discussion is based on existing statutes, regulations, published rulings and court
decisions, ali of which are subject to change or modification, retroactively.
Thc following discussion is applicable to investors, other than those who are subject to special provisions of thc Code, such as
financial institutions, property and casualty insurance companies, life insurance companies, owners of interests in a FASIT,
individual recipients of Social Security or Railroad Retirement benefits, individuals allowed an earned income credit, certain S
corporations with Subchapter C earnings and profits and taxpayers who may be deemed to have incurred or continued
indebtedness to purchase tax-exempt obligations.
THE DISCUSSION CONTAINED HEREIN MAY NOT BE EXHAUSTIVE. INVESTORS, INCLUDING THOSE WHO ARE
SUBJECT TO SPECIAL PROVISIONS OF THE CODE, SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE
TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP AND
DISPOSITION OF TAX-EXEMPT OBLIGATIONS BEFORE DETERMINING WHETHER TO PURCHASE THE BONDS.
Interest on the Bonds will be includable as an adjustment for "adjusted current earnings" to calculate the alternative minimum tax
imposed on corporations by section 55 of the Code. Section :55 of the Code imposes a tax equal to 20 percent for corporations,
or 26 percent for noncorporate taxpayers (28 percent for taxable income exceeding $1 ?S,000), of the taxpayer's .'alternative
minimum taxable income," if the amount of such alternative minimum tax is greater than the taxpayer's regular income tax for
the taxable year.
Interest on the Bonds may be subject to the "branch profits tax" imposed by section 884 of the Code on the effectively-connected
earnings and profits of a foreign corporation doing business in the United States.
Under section 6012 of the Code, holders of tax-exempt obligations, such as the Bonds, may be required to disclose interest
received or accrued during each taxable year on their returns of federal income taxation.
Section 1276 of the Code provides for ordinary income tax treatment of gain recognized upon the disposition of a tax-exempt
obligation, such as the Bonds, if such obligation was acquired at a .'market discount" and if the fixed maturity of such obligation
is equal to, or excceds, onc year from the date of issue. Such treatmcnt applics to "market discount bonds.' to the extent such
gain does not excced the accrucd markct discount of such bonds; although for this purpose, a de minimis amount of market
discount is ignored. A "market discount bond" is one which is acquired by the holder at a purchase price which is less than the
stated redemption price at maturity or, in the case of a bond issued at an original issue discount, the "revised issue price.' (i.e., the
issue price plus accrued original issue discount). The .'accrued market discount.' is the amount which bears the same ratio to the
market discount as the number of days during which the holder holds the obligation bears to the number of days between the
acquisition date and the final maturity date.
STATEs LOCAL AND FOREIGN TAX~
Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership or disposition of thc
Bonds under applicable state or local laws. Foreign investors should also consult their own tax advisors regarding the tax
consequences unique to investors who are not United States persons.
RATINGS
OTHER INFORMATION
All of the presently outstanding parity bonds of the System are rated "Aaa" by Moody's and "AAA" by S&P through insurance
by various commercial insurance companies (see "OTHER INFORMATION - RATINGS"). The underlying ratings for the
outstanding parity bonds are "Al" by Moody's and "A+' S&P. The City will require that the Initial Purchaser of the Bonds
purchase bond insurance for the Bonds in accordance with the NOTICE OF SALE AND BIDDING INSTRUCTIONS. The City
has applied to Moody's and S&P for ratings on the Bonds.
An explanation of the significance of such ratings may be obtained from thc company furnishing thc rating. The ratings reflect
only the respective views of such organizations and thc City makes no representation as to thc appropriateness of thc ratings.
There is no assurance that such ratings will continue for any given period of time or that they will not be revisod downward or
withdrawn entirely by either or both of such rating companies, if in the judlpnent of either or both compani~ circumstances so
warrant. Any such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market
price of the Bonds.
17
LITIGATION
Prior to January 1, 1996, the City purchased electric power and energy from four cities (Bryan, Denton, Garland and Greenville)
of the Texas Municipal Power Agency (TMPA) which was delivered through the TMPA and Bryan transmission facilities. On
January 1, 1996, the City of College Station begnn purchasing its power through Texas Utilities (TU) Corporation (now known
as TXU). Bryan and TMPA alleged that College Station and TU were not authorized to use their respective facilities to deliver
power to the City of College Station system and were thus trespassing on those facilities. Bryan and TMPA are seeking
unspecified money damages for the alleged trespass.
The Texas Public Utility Commission (TPUC) adopted rates and charges effective January 1, 1996. The rates and charges so
established were to remain in effect until the TPUC adopted transmission rates for use throughout the Electric Reliability Council
of Texas (ERCOT). TMPA and Bryan appealed those rates and charges. The TPUC established rates and charges in a similar
manner for the period January 1, 1997 through August 31, 1999. TMPA and Bryan appealed those charges each year through the
TPUC and various state district courts.
In addition, the City is a party to an action before the Federal Energy Regulatory Commission (FERC) regarding rate issues for
the same period.
On June 18, 2001, the Texas Supreme Court invalidated the rate setting portions of TPUC Substantive Rules 23.67 and 23.70.
The court held that the TPUC lacked authority to establish transmission rates and charges for the period September I, 1995
through August 31, 1999 for municipally owned transmission facilities. The TPUC and FERC had previously set rates for this
period based on the methodology used by the TPUC. At this point, it is not clear the effect these actions will have on the City's
general purpose financial statements. Due to the complexity of the rate setting methodologies and the legal issues involved,
management is unable to make a determination of loss contingency, if any, therefore, no provision has been made in the
accompanying general purpose financial statements. Management intends to vigorously defend the City's position in regard to
these actions.
LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS
Section 9 of the Bond Procedures Act provides that the Bonds "will constitute negotiable instruments, and are investment
securities governed by Chapter 8, Texas Uniform Commercial Code, notwithstanding any provisions of law or court decision to
the contrary, and are legal and authorized investments for banks, savings banks, trust companies, building and loan associations,
savings and loan associations, insurance companies, fiduciaries, and trustees, and for the sinking fund of cities, towns, villages,
school districts, and other political subdivisions or public agencies of the State of Texas". The Bonds are eligible to secure
deposits of any public funds of the state, its agencies and political subdivisions, and are legal security for those deposits to the
extent of their market value. For political subdivisions in Texas which have adopted investment policies and guidelines in
accordance with the Public Funds Investment Act (V.T.C.A., Government Code, Chapter 2256), the Bonds may have to be
assigned a rating of"A" or its equivalent as to investment quality by a national rating agency before such obligations are eligible
investments for sinking funds and other public funds. No review by the City has been made of the laws in other states to
determine whether the Bonds are legal investments for various institutions in those states.
No representation is made that thc Bonds will be acceptable to public entities to secure their deposits or acceptable to such
institutions for investment purposes. The City has made no investigation of other laws, rules, regulations or investment criteria
which might apply to any such persons or entities or which might otherwise limit the suitability of the Bonds for any of the
foregoing purposes or limit the authority of such persons or entities to purchase or invest in the Bonds for such purposes.
LZGAL OiqNIONS
The City will furnish a complete transcript of proceedings had incident to the authorization and issuance of the Bonds, including
the unqualified approving legal opinion of the Attorney General of Texas approving the Bonds and to the effect that the Bonds
are valid and legally binding special obligations of thc City, and based upon examination of such transcript of proceedings, the
legal opinion of Bond Counsel, to like effect and to the effect that the interest on the Bonds will be excludable from gross income
for federal income tax purposes under section 103(a) of the Code, subject to the matters described under "TAX MATTERS"
herein, including the alternative minimum tax on corporations. Bond Counsel has reviewed the information relating to the Bonds
and the Ordinance to determine that such information conforms to the Ordinance. The legal fee to be paid to Bond Counsel for
services rendered in connection with the issuance of the Bonds is contingent on the sale and delivery of the Bonds. The legal
opinion will accompany the Bonds deposited with DTC or will be printed on the Bonds in the event of the discontinuance of the
Book-Entry-Only System. With respect to the transaction described in the Official Statement, Bond Counsel represents only thc
City.
18
Thc various legal opinions to be delivered concurrently with thc delivery of the Bonds express the professional judgment of the
attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does
not become an insurer or guarantor of that expression of professional judgement, of the transaction opined upon, or of the future
performance of the parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute
that may arise out of the transaction.
AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION
The financial data and other information contained herein have been obtained from City records, audited financial statements and
other sources which are believed to be reliable. There is no guarantee that any of the assumptions or estimates contained herein
will be realized. All of the summaries of the statutes, documents and resolutions contained in this Official Statement are made
subject to all of the provisions of such statutes, documents and resolutions. These summaries do not purport to be complete
statements of such provisions and reference is made to such documents for further information. Reference is made to original
documents in all respects.
CONTINUING DISCLOSURE OF INFORMATION
In the Ordinance, the City has made the following agreement for the benefit of the holders and beneficial owners of the Bonds.
The City is required to observe the agreement for so long as it remains obligated to advance funds to pay the Bonds. Under the
agreement, the City will be obligated to provide certain updated financial information and operating data annually, and timely
notice of specified material events, to certain information vendors. This information will be available to securities brokers and
others who subscribe to receive the information from the vendors.
ANNUAL REI~ORTS ... The City will provide certain updated financial information and operating data to certain information
vendors annually. The information to be updated includes all quantitative financial information and operating data with respect
to the City of the general type included in this Official Statement under Tables numbered I through 8 and in Appendix B. The
City will update and provide this information within six months at~er the end of each fiscal year. The City will provide the
updated information to each nationally recognized municipal securities information repository ("NRMSIR") and to any state
information depository ("SlD") that is designated by the State of Texas and approved by the State of Texas and approved by the
staff of the United States Securities and Exchange Commission (the "SEC").
The City may provide updated information in full text or may incorporate by reference certain other publicly available
documents, as permitted by SEC Rule 15c2-12 (the "Rule"). The updated information will include audited financial statements,
if the City commissions an audit and it is completed by the required time. If audited financial statements are not available by the
required time, the City will provide unaudited financial statements by the required time and audited financial statements when
and if such audited financial statements become available. Any such financial statements will be prepared in accordance with
the ~ccounting principles described in Appendix B or such other ~counting principles as the City may be required to employ
from time to time pursuant to ate law or regulation.
The City's current fiscal year end is September 30. Accordingly, it must provide updated information by March 31 in each year,
unless the City changes its fiscal year. If the City changes its fiscal year, it will notify each NRMSIR and the SID of the change.
The Municipal Advisory Council of Texas has been designated by the State of Texas and approved by the SEC staff as a
qualified SID. The address of the Municipal Advisory Council is 600 West 8th Street, P. O. Box 2177, Austin, Texas 78768-
2177, and its telephone number is 512/476-6947.
MATERIAL EVl~NT NOTIC~.S... The City will also provide timely notices of certain events to certain information vendors. The
City will provide notice of any of the following events with respect to the Bonds, if such event is material to a decision to
purchase or sell Bonds: (1) principal and interest payment delinquencies; (2) non-payment related defaults; (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 events
affecting the tax-exempt status of the Bonds; (7) modifications to rights of holders of the Bonds; (8) Bond calls; (9) defeasances;
(10) release, substitution, or sale of property securing repayment of the Bonds; and (11) rating changes. (Neither the Bonds nor
the Ordinance make any provision for liquidity enhancement.) In addition, the City will provide timely notice of any failure by
the City to provide information, data, or financial statements in accordance with its agreement described above under "AmmAL
i~.VOR~S." The City will provide each notice described in this paragraph to the SID and to either each NRMSIR or the
Municipal Securities Rulemaking Board ("MSRB").
AVAILAIlILITY OF INFORMATION I~ROM NRMSIRs ANtS SID... The City has agreed to provide the foregoing information only
to NRMSIRs and the SID. The information will be available to holders of Bonds only if the holders comply with the procedures
and pay the charges established by such information vendors or obtain the information through securities brokers who do so.
19
LIMITATIONS AND AMENDMENTS... The City has agreed to update information and to provide notices of material events only as
described above. The City has not agreed to provide other information that may be relevant or material to a complete
presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided,
except as described above. The City makes no representation or warranty concerning such information or concerning its
usefulness to a decision to invest in or sell Bonds at any future date. The City disclaims any contractual or tort liability for
damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made
pursuant to its agreement, although holders of Bonds may seek a writ of mandamus to compel the City to comply with its
agreement.
Thc City may amend its continuing disclosure agreement 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, if (i)
the agreement, as amended, would have permitted an underwriter to purchase or sell Bonds in the offering described herein in
compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as
well as such changed circumstances, and (ii) either (a) the holders of a majority in aggregate principal amount of the outstanding
Bonds consent to the amendment or (b) any person unaffiliated with the City (such as nationally recognized bond counsel)
determines that the amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The
City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the
applicable provisions 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. If the City so amends the agreement, it has agreed to include with the next financial
information and operating data provided in accordance with its agreement described above under "ANNUAL REPORTS" an
explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial
information and operating dam so provided.
COMi~,~~'.~WITH'i .~OR'..~,. N~.'~TA~.G~'. '~.~I ~T~,CltY:ii~' c0'.'" .~iied hi.,'.~iiYaa~fii~.~pects~Wi'th all continuing',disclOsure
agreements made by it in accordance with the' Riiie.
INITIAL PURCHASER
After requesting competitive bids for the Bonds, the City accepted the bid of (the "Initial Purchaser of
the Bonds") to purchase the Bonds at the interest rates shown on the inside front cover of this Official Statement at a purchase price
of % of the principal amount thereof plus a cash premium of $ . The initial yield at which the Bonds will be
priced and rcoffered will be established by and will be the responsibility of, the Initial Purchaser of the Bonds. The City has no
control over the price at which the Bonds are subsequently sold. The Initial Purchaser of the Bonds can give no assurance that any
trading market will be developed for the Bonds after their sale by the City to the Initial Purchaser of the Bonds.
First Southwest Company is employed as Financial Advisor to the City in connection with the issuance of the Bonds. The
Financial Advisor's fee for services rendered with respect to the sale of the Bonds is contingent upon the issuance and delivery of
the Bonds. First Southwest Company, in its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has
not verified and docs not assume any responsibility for the information, covenants and representations contained in any of the
legal documents with respect to the federal income tax status of the Bonds, or the possible impact of any present, pending or
future actions taken by any legislative or judicial bodies.
The Financial Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its
responsibilities to the City and, ns applicable, to investors under the federal securities laws as applied to the facts and
circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such
information.
FORWARD=~KING STATEMENTS
The statements contained in this Official Statement and in any other information provided by the City that are not purely
historical are forward-looking statements, including statements regarding the City's expectations, hopes, intentions, or strategies
regarding the future. Readers should not place undue reliance on forward-looking statements. All forward-looking statements
included in this Official Statement are based on information available to the City on the date hereof, and the City assumes no
obligations to update any such forward-looking statements. It is important to note that the City's actual results could differ
materially from those in such forward-looking statements.
The forward-looking statements included herein are necessarily based on various assumptions and estimates and are inherently
subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying
assumptions and estimates and poss~le changes or developments in social, economic, business, industry, market, legal, and
regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers,
business partners, and competitors, and legislative, judicial, and other governmental authorities and officials. Assumptions
2O
related to the foregoing involve judgments with respect to, among other things, future economic competitive, and market
conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are
beyond the control of the City. Any such assumptions could be inaccurate and therefore, there can be no assurance that the
forward-looking statements included in this Official Statement will prove to be accurate.
MISCELLANEOUS
The financial data and other information contained herein have been obtained from the City's records, audited financial statements
and other sources which are believed to be reliable. There is no guarantee that any of the assumptions or estimates contained herein
will be realized. All of the summaries of the statutes, documents and resolutions contained in this Official Statement are made
subject to all of the provisions of such statutes, documents and resolutions. These summaries do not purport to be complete
statements of such provisions and reference is made to such documents for further information. Reference is made to original
documents in all respects.
CERTIFICATION OF THE OFFICIAL STATEMENT
At the time of payment for and delivery of the Bonds, the City will furnish a certificate, executed by proper officers, acting in
their official capacity, to the effect that to the best of their knowledge and belief: (a) the descriptions and statements of or
pertaining to the City contained in its Official Statement, and any addenda, supplement or amendment thereto, on the date of
such Official Statement, on the date of sale of said Bonds and the acceptance of the best bid therefor, and on the date of the
delivery, were and are tree and correct in all material respects; (b) insofar as the City and its affairs, including its financial
affairs, are concerned, such Official Statement did not and does not contain an untrue statement of a material fact or omit to state
a material fact required to bc stated therein or necessary to make thc statements therein, in the light of the circumstances under
which they were made, not misleading; (c) insofar as thc descriptions and statements, including financial data, of or pertaining to
entities, other than thc City, and their activities contained in such Official Statement are concerned, such statements and data
have been obtained from sources which thc City believes to be reliable and thc City has no reason to believe that they are untrue
in any material respect; and (d) there has been no material adverse change in thc financial condition of thc City since thc date of
thc last audited financial statements of thc City.
Thc Ordinances authorizing the issuance of thc Bonds will also approve the form and content of this Official Statement, and any
addenda or amendment thereto, and authorize its further use in the reoffering of the Bonds by the Underwriters.
City Secretary
City of College Station, Texas
21
APPE....NDIX ,A
GENERAL INFORMATION REGARDING THE CITY
THE CITY
The City, located in Brazos County, is situated in the middle of a triangle bounded by Dallas/Ft. Worth, Houston, and San
Antonio and Austin. Approximately 80% of the Texas population is located within a 200 mile radius of the City. The City is
principally a residential community for faculty, students and other personnel of Texas A&M University. The City periodically
accesses technical information and assistance made available by Texas A&M University.
The City was incorporated in 1938 and has a Council-City Manager form of government with City employees totaling 805
currently.
The City adopted and enforces comprehensive zoning and building restrictions aimed at assuring orderly growth and
development. The City's ordinances require all subdividers, at their own expense and without provision for refund, to install
streets and water and wastewater lines in any planned subdivision. These facilities are constructed under the City's
specifications and inspection and when completed are deeded to the City free and clear. All areas within the City are now
adequately served with water, wastewater and electric service.
CITY OWNED FACILITIES
The City has constructed a major part of its present facilities out of current revenues. Approximately 711 lane miles of streets
(99.8%) within the City are hard surface. The City has a complete water distribution, wastewater collection and treatment
system with 300 miles of wastewater and water lines. The City owns the electrical distribution system with 256 miles of
distribution lines, and purchases its electricity from Texas Utilities.
The City has a fully equipped police department with 98 full time police officers and 44.5 support personnel and fire department
with 100 full-time equivalents. The City has 18 police patrol cars and one holding facility with a capacity of 20.
EDUCATIONAL FACILITIES
The College Station Independent School District is a fully accredited system offering educational facilities for kindergarten
through high school. The School District has a student enrollment in excess of 5,200 and employs over 600 people. The School
District's facilities are also used by Blinn College, offering two years of college level courses.
Texas A&M University provides higher educational facilities, offering both four year college programs and graduate degree
programs.
HEALTH CARE
The Brazos Valley Medical Center is located on 25 acres within the City. The 100,000 square foot facility is a full care hospital
containing 100 beds and employing 340 people. Other area health care providers include: Care Plus Medical Center, College
Station Medical Center, St. Joseph Regional Health Care Center, and Scott & White Clinic.
TRANSPORTATION
U.S. Highway 190/State Highway 21 links the City to Interstate 45 which is located approximately 35 miles to the east. State
Highway 2 i via U.S. Highway 290 also links the City to Austin, located approximately 110 miles to the west. State Highway 6
links the City to Waco (100 miles) and Interstate 35 to the north, and Houston (90 miles) to the south. Also, State Highway 30
links the City to Huntsville (45 miles) and Interstate 45 to the cast.
Airlines
Bus Lines
Railroads
Commercial, corporate and private airport facilities are provided by Easterwood Airport, which is located
on the City's west side and is owned and operated by Texas A&M University. American Eagle Airlines
provides daily flights to and from Dallas-Fort Worth Airport out of Easterwood.
Coulter Field is located north of the City of Bryan and provides a recently completed 4,000 foot lighted
runway. Coulter Field offers all types of services for the private aircraft.
Two bus lines serve the City with daily service connecting the City with Houston and Dallas.
Rail freight service is provided by thc Union Pacific Railroad. Union Pacific Railroad operates a main
freight line from Houston through Bryan-College Station to Dallas-Fort Worth and beyond.
RECREATION
The College Station park system presently includes 42 parks encompassing 1,134 acres, including a 515 acre wilderness park.
Collectively, these parks contain 24 playgrounds, 28 soccer fields, 17 basketball courts, 19 softball/baseball diamonds, 3
swimming pools, a gymnasium, and a number of picnic shelters. The Parks Department sponsors a variety of organized athletic
and aquatic programs as well as many special events throughout the year.
A-I
POPULATION
Official U.S. Census
1940 "~950' 1960 ' 1970 191~} ' 1990 2000 .....
City of College Station 2,184 7,925 ! !,396 17,676 37,272 52,456 67,890
Brazos County 26,977 38,390 44,895 57,978 93,588 121,862 152,415
ECONOMIC BACKGROUND
Texas A&M University and System
Of major importance to the City is Texas A&M University which has a 5,200 acre campus located within the City. The City is
principally a residential community for faculty, students and other personnel of the University. Texas A&M University and its
System are the largest employer in Brazos County and a major contributor to the local economy. Texas A&M has a significant
economic impact on the City, contributing an estimated $766.5 million annually to the local economy. Texas A&M has
consistently ranked in the top ten nationally among public institutions of higher education in both enrollment and research grants.
Research dollars totaled approximately $402 million for 2001. The University has approximately 25,700 permanent and part-
time employees with a payroll of $679 million and has a physical plant valued in excess of $1.5 billion.
Texas A&M had an enrollment of 44,026 students, the 3rd largest in thc nation, during the fall semester of 2000. There arc
currently over 700 National Merit Scholars enrolled at Texas A&M University, ranking in the nation's top 10 universities for
National Merit Scholar enrollment.
Student Rec Center
The Student Rec Center is a 286,000 square foot building located on the Texas A&M University campus. The Center includes
multi-purpose gyms with badminton, basketball and volleyball courts, indoor soccer courts with dasher boards, 14
racquetball~andball courts, and two squash courts with glass backwalls. The Center is home to a 14,000-square foot area with
machine weights, free weights, cardio-vascular equipment, and a cardio-theater; five activity rooms for aerobics, dance and
martial arts; and a quarter-mile four-lane walking/jogging track. It features a 42-foot indoor rock climbing facility with
interchangeable hand and footholds, an outdoor activity area with a six-lane lap, and a free-form pool with a cool water spa. The
building also houses a natatorium that seats 2,500 with a 50-meter, eight-lane Olympic-size pool, a five-lane instructional pool, a
diving well with one and three meter springboards and competitive platforms, and hot tubs.
Georlw Bush Presidential Library and Museum
_ _
The City is the site of the George Bush Presidential Library and Museum, located on the campus of Texas A&M University.
Texas A&M provides p~ and facilities such as research and instructional programs related to the library and museum, a
conference center, communications center, educational museum/libra~ center, and family-oriented facilities such as a park
surrounding the presidential library and museum.
During 2000, the presidential library and related facilities attracted more than 150,000 visitors to the community. As a result, the
room occupancy rate for 2002 was in excess of 62%. The increase in tourism has spurred the construction of several new hotels.
In addition, thc City is currently under contract for a public/private venture to construct a 300-room full service hotel to be
associated with a City owned 45,000 square foot conference center. This project is scheduled to be completed in the 2'a quarter
of 2005.
Reed Arena
Reed Arena is a special events center located on the Texas A&M University campus. Thc Arena seats up to 12,500 people and is
the largest such facility in the Brazos Valley area. The center attracts athletic events, concerts and exhibits.
A-2
]VLAJOR AREA EMPLOYERS
Number of
Firm Name Product Employees
Texas A&M University and System Education/Research 19,971
Bryan ISD Education 1,868
St. Joseph's Regional Hospital Hospital 1,170
Reliant Building Products Aluminum Windows 1,100
Sanderson Farms, Inc. Poultry Processing 1,100
City of Bryan Municipal 859
City of College Station Municipal 805
College Station ISD Education 800
Brazos County Government 796
Wal-Mart Supercenter- Bryan Retail 600
UCS/Rentsys Computer Hardware and Software 550
Hamilton State School Education 500
Young Contractors, Inc. Construction 500
Scott & White Clinic Clinic 375
College Station Medical Center Medical 327
First American Bank SSB Bank 300
Blinn College College 293
Britt Rice Electric Electrical Contractor 200
Kent Moore Cabinets Cabinet Manufacturer 200
Source: Bryan-College Station Economic Development Corporation.
In addition to the University, employment is provided by more than 85 manufacturing industries located in, or adjacent to, the
City which produce such products as aluminum windows, furniture, chemicals, dairy products, feeds and fertilizers, modular
homes, bronze castings, and geophysical survey sensors. A growing research park is located within the Texas A&M campus.
Major tenants include the Offshore Technology Research Center and the Food Safety Inspection School National Training
Center. Automated Management systems provides a major automated accounting service for independent property and casualty
insurance agents. The City has also developed the College Station Business Center, a 200-acre business park. Tenants within
the park include United Computer Systems ("UCS"), which employs approximately 800 people; Cabletimc, a graphics
advertising business; Prodigene, a biotechnology research business; and Stata Corporation, a software research business.
Businesses either under construction or in place account for approximately 300,000 square feet of buildings and employ
approximately 1,000 people.
INCOME ANO AGE STATISTICS
College Station
Median Household Total Household
Calendar Estimated Total Effective Effective
Year (t) Population Retail Sales Buying Income Buying Income
,, ,
1997 60,300 713~'i 8,000 'i'~i9 715,456,00'6
1998 66,000 792,531,000 19,481 820,064,000
1999 65,400 626,034,000 21,456 873,068,000
2000 67,200 987,041,000 23,260 976,163,000
2001 70,400 974,869,000 25,661 1,007,953,000
Brazos County
Median Household Total Household
Calendar Estimated Total Effective Effective
Year (0 ..Po..pulation Retail Snle..s Buying Income Buying Income
1997 132,600 ! ,356,737,000 26,27 i 1,843,$01,000
! 998 142,400 1,487,107,000 26,651 2,084,009,000
i 999 145,000 2,066,179,000 27,925 2,230,843,000
2000 154,700 2,307,670,000 29,4 i 8 2,441,456,000
2001 158,600 2,225,738,000 30,992 2,534,254,000
(1) Calendar year 2002 was not available at time of printing.
Source: Sales & Marketing Management.
A-3
BUILDING PERMITS
College Station has grown rapidly over the past 30 years as evidenced by an increase in population from 17,676 in 1970 to
68,038 in 2000. The following table sets forth the number and value of construction permits issued by the City over the past
several years.
Residential Construction Commercial Construction Total
N umber N umber N umber
Year of Permits Value of Permits Value of Permits Value
1997 590 53,435,022 212 47,682,555 802 i 01,117,577
1998 655 69,831,880 150 57,439,865 805 127,271,745
1999 1,020 87,9 ! 7,466 138 26,665,024 1,158 114,582,490
2000 639 85,278,855 162 46,094,230 801 131,373,085
2001 782 79,340,756 ! 91 40,194,722 973 119,535,478
Source: The City.
COUNTY CHARACTERISTICS
Brazos County was created in 1841 from Robertson and Washington Counties. The economy is diversified primarily by
agribusiness, computer manufacturing, research and development, and education. The Texas Almanac designates cattle, hogs,
sorghums, corn, cotton, wheat, oats and pecans as the principal sources of agricultural income.
The County had a 2000 population of 152,415, an increase of 25.07% since 1990. Minerals produced in the County include sand
and gravel, lignite, gas and oil.
LABOR STATISTICS
COLLEGE STATION
Labor Total
Year Force . E .m.ployment Unemployment Rate
1997 28,051"' 27,421 630 2.2%
1998 29,371 28,846 525 1.8%
1999 30,059 29,506 553 1.8%
2000 30,538 30,051 487 1.6%
2001 30,881 30,349 532 1.7%
2002 ~) 31,667 31,088 579 1.8%
BRAZOS COUNTY
Labor Total
Year Force Emp Ioy ment .Unemp Ioy ment Rate
1997 70,429 68,925 1,504 2.1%
1998 73,761 72,508 1,253 !.7%
1999 75,486 74,166 1,320 1.7%
2000 76,699 75,537 1,162 1.5%
2001 77,554 76,285 1,269 1.6%
2002 ¢~) 79,524 78,143 !,381 1.7%
Source: Texas Workforce Commission.
(1) Averoge throu~ October.
A-4
APPENDIX B
EXCERIrFS FROM THE
CITY OF COLLEGE STATION, TEXAS
ANNUAL FINANCIAL REPORT
For the Year Ended September 30, 2002
The information contained in this Appendix consists of excerpts from the City of College
Station, Texas Annual Financial Report for the Year Ended September 30, 2002, and is not
intended to be a complete statement of the City's financial condition. Reference is made to
the complete Report for further information.
APPENDIX C
FORM OF BOND COUNSEL'S OPINION
NOTICE OF SALE
AND
BIDDING INSTRUCTIONS
ON
$4,850,000
CITY OF COLLEGE STATION, TEXAS
(Brazos County)
UTILITY SYSTEM REVENUE BONDS, SERIES 2003A
SEALED BIDS DUE THURSDAY, JUNE 12, 2003, at 10:00 A.M., CDST
THE BONDS WILL NOT BE DESIGNATED AS "OUALIFIED TAX-EXEMPT OBLIGATIONS"
FOR. FINANCIAL INSTITUTIONS.
THE SALE
BONDS OFFERED FOR SALE AT COMPETITIVE BIDDING... The City of College Station, Texas (thc "City") is offering for sale its
$4,850,000 Utility System Revenue Bonds, Series 2003A (the "Bonds"). Bidders may submit bids for the Bonds by any of the
following methods:
(~)
(2)
(3)
Deliver bids directly to the City as described below in "Bids Delivered to the City;"
Submit bids electronically as d~e~cribed below in "Electronic Bidding Procedures;" or
Submit bids by telephone or facsimile as described below in "Bids by Telephone or Facsimile."
Bras DELIVERED TO THE CITY
Sealed bids, plainly marked "Bid for Bonds," should be addressed to "Mayor and City Council, City of College Station, Texas,"
and delivered in care of Drew Mastcrson, First Southwest Company, 1021 Main Street, Suite 2300 Houston, TX 77002 prior to
10:00 A.M., CDST, on the date of thc bid opening. All bids must be submitted on the Official Bid Form, without alteration or
interlineation.
ELECTRONIC BIDDING PROCEDURES
Any prospective bidder that intends to submit an electronic bid must submit its electronic bid through the facilities of the Parity
Electronic Bid Submission System ("PARITY"). Bidders must submit, on or before June 11, 2003, two signed Official Bid Forms
plus an envelope marked as described above to David Potter, First Southwest Company, 1021 Main SUrxt, Suite 2200, Houston,
Texas 77002. Subscription to the i-Deal LLC's BIDCOMP Competitive Bidding System is required in order to submit an
electronic bid. The City will neither confirm any subscription nor be responsible for the failure of any prospective bidder to
An electronic bid made through the facilities of PARITY shall be deemed an irrevocable offer to purchase the Bonds on the terms
provided in this Notice of Sale, and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the City. The
City shall not be responsible for any malfunction or mistake made by, or as a result of the use of the facilities of, PARITY, the
use of such facilities being the sole risk of the prospective bidder.
If any provisions of this Notice of Sale shall conflict with information provided by PARITY as the approved provider of
eieetronic bidding services, this Notice of Sale shall control. Further information about BIDCOMP/PARITY, including
any fee charged, may be obtained from BiDCOMP/PARITY Customer Support, 40 W. 23rd Street 5th Floor, New York,
New York 10010, telephone: (212) 404-4102.
For purposes of both the written sealed bid process and the electronic bidding process, the time as maintained by i-Deal shall
constitute the official time. For information purposes only, bidders are requested to state in their electronic bids the true
interest cost to the City, as described under "Basis of Award" below. All dectronlc bids shall be deemed to incorporate the
providons of this Notice of Sale and the Official Bid Form.
BIDS BY TELEPHONE OR FACSIMILE
Bidders must submit, on or before June 11, 2003, two signed Official Bid Forms plus an envelope marked as described above to
Drew Masterson, First Southwest Company, 1021 Main Street, Suite 2200, Houston, Texas 77002, and submit their bid by
telephone or facsimile on the date of the sale.
Telephone bids will be accepted at (713) 654-8654, between 9:00 A.M. and 9:45 A.M., CDST.
Facsimile bids must be received between 9:00 A.M. and 10:00 A.M., CDST on the date of the sale at (713) 654-8658, attention
Drew Masterson.
The City and First Southwest Company are not responsible if such telephone or facsimile numbers are busy which prevents a bid
or bids from being submitted on a timely basis. First Southwest Company will not be responsible for submitting any bids
received after the above deadlines. The City and First Southwest Company assume no responsibility or liability with respect to
any irregularities associated with the submission of bids if telephone or facsimile options are exercised.
PLACE AND TIME OF BID OPENING ... Thc bids for thc Bonds will be publicly opened and read in the office of First Southwest
Company, Financial Advisor to the City, 1021 Main Street, Suite 2300, Houston, TX 77002, at 10:00 A.M. CDST, Thursday,
June 12, 2003.
AWARD OF THE BONDS... The City Council will take action to award the Bonds (or reject all bids) at a meeting scheduled to
convene at 7:00 P.M., CDST, on thc date of the bid opening, and adopt an ordinance authorizing the Bonds and approving thc
Official Statement (the "Ordinance").
THE BONDS
DESCmPTION... Thc Bonds will be dated July 1, 2003 (the "Dated Date"). Interest will accrue from the Dated Date and will be
duc on February 1, 2004, and each August I and February I thereafter until the earlier of maturity or prior redemption. The
Bonds will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity. The Bonds will mature
on February 1 in each year as follows:
MATURITY SCHEDULE
Principal Principal
Year Amount Year Amount
2005 $ 185,000 2015 $ 255,000
2006 190,000 2016 265,000
2007 195,000 2017 275,000
2008 200,000 2018 290,000
2009 205,000 2019 300,000
2010 210,000 2020 315,000
2011 220,000 2021 330,000
2012 225,000 2022 345,000
2013 235,000 2023 365,000
2014 245,000
OPTIONAL REDEMPTION ... The City reserves the fight, at its option, to redeem Bonds having stated maturities on and after
February 1, 2014, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 1, 2013, or any
date thereafter, at the par value thereof plus accrued interest to the date fixed for redemption.
SERIAL BONDS AND/OR TERM BONDS... Bidders may provide that all of the Bonds be issued as serial bonds or may provide that
any two or more consecutive annual principal amounts be combined into one or more term bonds.
MANDATORY SINKING FUND REDEMPTION... If the successful bidder elects to alter the Maturity Schedule reflected above and
convert principal amounts of the Serial Bonds into "Term Bonds," such "Term Bonds" ~all be subject to mandatory redemption on
the first February I next following the last maturity for Serial Bonds, and annually thereafter on each February I until the stated
maturity for the Term Bonds at the redemption price of par plus accrued interest to the _an__t_e. ofreden~tion. The principal amounts of
the Term Bonds to be redeemed on each nmndatory redemption date shall be the principal amounts that would have been due nnd
payable in the Maturity Schedule shown above had no designation of such maturities as Term Bonds occurred. At least thirty (30)
days prior to each mandatory date, the Paying Agent/Registrar (see "PAYn~G AG~cr~IsTltAlt" below) shall select by lot the Term
Bonds to be redeemed and cause a notice of redemption to be given in the manner provided in the Official Statement.
The principal amount of the Term Bonds required to be redeemed pummnt to the operation of such mandatory redemption
provisions may be reduced, at the option of the City, by the principal amount of the Term Bonds of the same maturity which at least
fifty (50) days pdor ~o a nmnda~ redemption a_n__te. (i) shah have been acquired by the City at a price not exceeding the principal
amount of such Term Bonds plus accrued interest to the date of purc~ and delivered to the Paying Agent/Registrar for
cancellation or (ii) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited agninst a
mandatory redemption requirement.
BOOK-ENTRY-ONLY SYSTEM ... The City intends to utilize the Book-Entry-Only System of The Depository Trust Company
("DTC'). See "THE BONDS - BOOK-ENT~Y-Om.Y SYSTEM" in the Official Statement.
PAYING AGENT/REGISTRAR... The initial Paying Agent/Registrar shall be JP Morgan Chase Bank, Dallas, Texas (see "THE
BONDS - PAYING AGENT/REGISTRAR" in the Official Statement).
SOURCE OF PAYMENT... The Bonds nrc payable, both as to principal and interest, solely from and secured by a first lien on and
a pledge of the Net Revenues of the System after payment of maintenance and operating expenses (see "THE BONDS
SECURITY AND SOURCE OF PAYMENT" in the Official Statement).
Further details regarding the Bonds are set forth in the Official Statement.
CONDITIONS OF THE SALE
TYPE oF BIDS AND INTEREST RATES... The Bonds will be sold in one block on an "All or None" basis, and at a price of not less
than their par value plus accrued interest from date of the Bonds to the date of delivery of the Bonds. Bidders are invited to name
the rate(s) of interest to be borne by the Bonds, provided that each rate bid must be in a multiple of 1/8 of !% or 1/100 of 1% and
the net effective interest rate must not exceed 15%. The highest rate bid may not exceed the lowest rate bid by more than 2% in
rate. Using the interest rate established for the February 1, 2014 maturity as the base year, interest rates for successive maturities
shall be structured in ascending order such that for each succeeding maturity, rates shall be equal to or greater than the interest
rate for the maturity of the preceding year. No limitation is imposed upon bidders as to the number of rates or changes which
may be used. All Bonds of one maturity must bear one and the same rate. No bids involving supplemental interest rates will be
considered. Each bidder shall state in the bid the true interest cost which shall be considered informative only and not as a part of
the bid.
BASIS FOR AWARD... Subject to the City's fight to reject any or all bids and to waive any irregularities except time of filing, the
sale of the Bonds will be awarded to the bidder or syndicate account manager whose name first appears on the Official Bid Form
(the "Initial Purchaser") making a bid that conforms to the specifications herein and which produces the lowest True Interest Cost
rate to the City. The True Interest Cost ratr is that rate which, when used to compute the total present value as of the Dated Date of
all debt service payments on the Bonds on the basis of semi-annual compounding, I~oduees an amount equal to the sum of the par
value of the Bonds plus any premium bid, if any (but not interest accrued from the Dated Date to the date of their delivery). In the
event of a bidder's error in interest cost rate calculations, the interest rates, and premium, if any, set forth in the Official Bid Form
will be considered ns the intended bid.
Good FAITH DEPOSIT... A Good Faith Deposit, payable to the "City of College Station, Texas," in the amount of $97,000 is
required. Such Good Faith Deposit shall be a bank cashier's check or certified check, which is to be retained uncashed by the
City pending the Initial Purchaser's compliance with the terms of the bid and the Notice of Sale and Bidding Instructions. The
Good Faith Deposit may accompany the Official Bid Form or it may be submitted separately. If submitted separately, it shall be
made available to the City prior to the opening of the bids, and shall be accompanied by instructions from the bank on which
drawn which authorize its use as a Good Faith Deposit by the Initial Purchaser who shall be named in such instructions. The
Good Faith Deposit of the Initial Purchaser will be returned to the Initial Purchaser upon payment for the Bonds. No
interest will be allowed on the Good Faith Deposit. In the event the Initial Purchaser should fail or refuse to take up and pay for
the Bonds in accordance with the bid, then said check shall be cashed and accepted by the City as full and complete liquidated
damages. The checks accompanying bids other thnn the winning bid will be returned immediately after thc bids are opened, and
an award of the Bonds has been made.
DELIVERY OF THE BONDS AND ACCOMPANYING DOCUMENTS
CUSIP NUMBERS... It is anticipated that CUSIP identification numbers will appear on the Bonds, but neither thc failure to print
or type such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Initial
Purchaser to accept delivery of and pay for the Bonds in accordance with the terms of this Notice of Sale and Bidding
Instructions and the terms of the Official Bid Form. All expenses in relation to the printing or typing of CUSIP numbers on the
Bonds shall be paid by the City; provided, however, that the CUSIP Service Bureau charge for the assignment of the numbers
shall be the responsibility of and shall be paid for by the Initial Purchaser.
DELIVERY OF BONDS... Delivery will be accomplished by the issuance of one bond for each maturity (also called the "Initial
Bonds"), either in typed or printed form, in the aggregate principal amount of $4,850,000, payable to the Initial Purchaser, signed
by the Mayor and City Secretary, approved by the Attorney General, and registered and manually signed by the Comptroller of
Public Accounts. Upon delivery of the Initial Bonds, they shall be immediately cancelled and one definitive Bond for each
maturity will be registered and delivered only to Cede & Co., and deposited with DTC in connection with DTC's
Book-Entry-Only System. Delivery will be at the principal office of the Paying Agent/Registrar. Payment for the Bonds must be
made in immediately available funds for unconditional credit to the City, or as otherwise directed by the City. The Initial
Purchaser will be given six business days' notice of the time fixed for delivery of the Bonds. It is anticipated that delivery of the
Bond(s) can be made on or about July 9, 2003, and it is understood and agreed that the Initial Purchaser will accept delivery and
make payment for the Bonds by 10:00 AM, CDST, on July 9, 2003, or thereafter on the date the Bond is tendered for delivery, up
to and including July 23, 2003. If for any reason the City is unable to make delivery on or before July 23, 2003, the City shall
immediately contact the Initial Purchaser and offer to allow the Initial Purchaser to extend its offer for an additional thirty days.
If the Initial Purchaser does not elect to extend its offer within six days thereafter, then its Csood Faith Deposit will be returned,
and both the City and the Initial Purchaser shall be relieved of any further obligation. In no event shall the City be liable for any
damages by reason of its failure to deliver the Bonds, provided such failure is due to circumstances beyond thc City's reasonable
control.
iii
CONDITIONS TO DELIVERY ... The obligation of the Initial Purchaser to take up and pay for the Bonds is subject to the Initial
Purchaser's receipt of (a) the legal opinion of McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel for the City
("Bond Counsel"), Co) the no-litigation certificate, and (c) the certification as to the Official Statement, all as further described in
the Official Statement.
In order to provide the City with information required to enable it to comply with certain conditions of the Internal Revenue Code
of 1986 relating to the exemption of interest on the Bonds from the gross income of their owners, the Initial Purchaser will be
required to complete, execute, and deliver to the City (on or before the 6th business day prior to the delivery of the Bonds) a
certification as to their "issue price" substantially in the form and to the effect attached hereto or accompanying this Notice of
Sale and Bidding Instructions. In the event the successful bidder will not reoffer the Bonds for sale, such certificate may be
modified in a manner approved by the City. In no event will the City fail to deliver the Bonds as a result of the Initial
Purchaser's inability to sell a substantial amount of the Bonds at a particular price prior to delivery. Each bidder, by
submitting its bid, agrees to complete, execute, and deliver such a certificate by the date of delivery of the Bonds, if its bid is
accepted by the City. It will be the responsibility of the Initial Purchaser to institute such syndicate reporting requirements to
make such investigation, or otherwise to ascertain the facts necessary to enable it to make such certification with reasonable
certainty. Any questions concerning such certification should be directed to Bond Counsel.
LEGAL OPINIONS... The Bonds are offered when, as and if issued, subject to the approval of the Attorney General of thc State
of Texas. Delivery of and payment for the Bonds is subject to the receipt by the Initial Purchaser of opinions of Bond Counsel, to
the effect that the Bonds are valid and binding special obligations of the City and that the interest on the Bonds will be excludable
from gross income for federal income tax purposes under existing law, subject to the matters described under "TAX MATTERS"
in the Official Statement, including alternative minimum tax consequences for corporations. With respect to the transactions
described in the Official Statement, Bond Counsel represents only the City.
CERTIFICATION OF OFFICIAL STATEMENT... At the time of payment for and Initial Delivery of the Bonds, the City will execute
and deliver to the Initial Purchaser n certificate in the form set forth in the Official Statement.
CHANGE IN TAX EXEMPT STATUS . .. At any time before thc Bonds are tendered for delivery, the Initial Purchaser may withdraw
its bid if the interest received by private holders on bonds of thc same type and character shall be declared to be includable in
gross income under present federal income tax laws, either by ruling of the Internal Revenue Service or by a decision of any
Federal court, or shall be declared taxable or be required to be taken into account in computing any federal income taxes, by thc
terms of any federal income tax law enacted subsequent to the date of this Notice of Sale and Bidding Instructions.
GENERAL
FINANCL~L ADVISOR... First Southwest Company is employed as Financial Advisor to the City in connection with the issuance
of the Bonds. The Financial Advisor's fee for services rendered with respect to the sale of the Bonds is contingent upon the
issuance and delivery of the Bonds. First Southwest Company has agreed, in its Financial Advisory contract, not to bid for thc
Bonds, either independently or as a member of a syndicate organized to submit a bid for the Bonds. First Southwest Company, in
its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has not verified and does not assume any
responsibility for the information, covenants and representations contained in any of the legal documents with respect to the
federal income tax status of the Bonds, or the possible impact of any present, pending or future actions taken by any legislative or
judicial bodies.
BLUE SKY LAWS... By submission of its bid, the Initial Purchaser represents that the sale of the Bonds in states other than Texas
will be made only pursuant to exemptions from registration or, where necessary, the Initial Purchaser will register the Bonds in
accordance with thc securities law of the states in which the Bonds are offered or sold. The City agrees to cooperate with thc
Initial Purchaser, at the Initial Purchaser's written request and expense, in registering the Bonds or obtaining an exemption from
registration in any state where such action is necessary, provided, however, that the City shall not be obligated to execute a
general or special consent to service of process in nny such jurisdiction.
NOT AN OFFER TO SELL... This Notice of Sale and Bidding Instructions does not alone constitute an offer to sell the Bonds, but
is merely notice of the sale of the Bonds. The offer to sell the Bonds is being made by means of the Notice of Sale and Bidding
lnsm~ions, the Official Bid Form and the Official Statement. Prospective purchasers are urged to carefully examine the Official
Statement to determine the investment quality of the Bonds.
ISSUANCE OF ADDITIONAL Dz~rr ... Thc City does not anticipate the issuance of additional revenue debt within the next 12
months. Concurrently with the sale of the Bonds, the City is offering for sale its $4,790,000 General Obligation Bonds, Series
2003 and its $840,000 Certificates of Obligation, Series 2003A, both of which are secured by a pledge of ad valorem taxes. The
Certificates are also secured by a limited pledge (not to exceed $1,000) of surplus revenues of the System.
RAT~NC~S ... All of the presently outstanding parity bonds of the System are rated "Aaa" by Moody's Investors Service, Inc.
("Moody's") and "AAA" by Standard & Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. ("S&P")
through insurance by various commercial insurance companies (see "OTHER INFORMATION - RA'rmc~s"). The underlying
ratings for the outstanding parity bonds are "A 1" by Moody's and "A+' S&P. Applications for contract ratings on this issue have
been made to Moody's and S&P.
MUNICIPAL BOND INSURANCE... The Initial Purchaser is reg~uired to purchase municipal bond insurance for the Bonds and the
cost therefor will be p. aid by the Initial Purchaser. Any fees to be paid to the rating agencies as n result of said insurance will
be oaid by th.e City. It will be the responsibility of the Initial Purchaser to disclose the existence of insurance, its terms and the
effect thereof with respect to the reoffering of the Bonds.
THE OFFICIAL STATEMENT AND COMPLIANCE WITH SEC RULE 15C2-12 ... The City has prepared the accompanying Official
Statement and, for the limited purpose of complying with SEC Rule 15c2-12, deems such Official Statement to be final as of its
date within the meaning of such Rule for the purpose of review prior to bidding. To the best knowledge and belief of the City, the
Official Statement contains information, including financial information or operating data, concerning every entity, enterprise, fund,
account, or person that is material to an evaluation of the offering of the Bonds. Representations made and to be made by the City
concerning the absence of material misstatements and omissions in the Official Statement are addressed elsewhere in this Notice
of Sale and Bidding Instructions and in the Official Statement.
Thc City will furnish to thc Initial Purchaser(s), acting through a designated senior representative, in accordance with instructions
received from the Initial Purchaser(s), within seven (7) business days from the sale date an aggregate of 150 copies of thc Official
Statement reflecting interest rates and other terms relating to the initial reoffering of thc Bonds. Thc cost of any Official Statement in
excess of the number specified shall be prepared and distributed at the cost of thc Initial Purchaser(s). The Initial Purchaser(s) shall
be responsible for providing in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of the
next business day at, er the award. Except as noted above, thc City assumes no responsibility or obligation for the distribution or
delivery of any copies of the Official Statement in connection with the offering or re, offering of thc subject securities.
CONTINUING I}ISCLOSURE AGREEMENT... The City will agree in the Ordinance to provide certain periodic information and
notices of material events in accordance with SEC Rule 15c2-12, as described in the Official Statement under "Continuing
Disclosure of Information". The Initial Purchaset(s') obligation to accept and pay for the Bonds is conditioned upon delivery to
the Initial Purchaser(s) or (their) agent of a certified copy of the Ordinance containing the agreement described under such
heading.
COMPLIANCE WITH PRIOR UNDERTAKINGS... The City has complied in all material respects with all continuing disclosure
agreements made by it in accordance with SEC Rule 1 $c2-12.
ADDITIONAL COPIES OF NOTICEs BID FORM AND STATEMENT ... A limited number of additional copies of this Notice of Sale
and Bidding Instructions, the Official Bid Form and the Official Statement, as available over and above the normal mailing, may
be obtained at the offices of First Southwest Company, Investment Bankers, 1021 Main Street, Suite 2200, Houston, Texas
77002, Financial Advisor to the City.
The City Council has approved the form and content of the Notice of Sale and Bidding Instructions, the Official Bid Form and
Official Statement, and authorized the use thereof in its initial offering of the Bonds. On the date of the sale, the City Council
will, in the Ordinance authorizing the issuance of the Bonds, confirm its approval of the form and content of the Official
Statement, and any addenda, supplement or amendment thereto, and authorize its use in the re, offering of the Bonds by the Initial
'" ~" Ma~or
A '~~]~~ ~/._ L~~~_.~ -- City of College Station, Texas
City Secretary '
OFFICIAL BID FORM
Honorable Mayor and City Council
City of College Station, Texas
June 12, 2003
Members of the City Council:
Reference is made to your Official Statement and Notice of Sale and Bidding Instructions, dated May 8, 2003, of $4,850,000,
CITY OF COLLEGE STATION, TEXAS UTILITY SYSTEM REVENUE BONDS, SERIES 2003A, both of which constitute a
part hereof.
For your legally issued Bonds, as described in said Notice of Sale and Bidding Instructions and Official Statement, we will pay
you par and accrued interest from date of issue to date of delivery to us, plus a cash premium of $ .... for Bonds
maturing and bearing interest as follows:
Maturity Principal Interest Maturity Principal Interest
2/! Amount Rate 2/1 Amount Rate
i i i i ii Il Il Il
2005 $ 185,000 % 2015 $ 255,000 %
ii iii ii
2006 190,000 % 2016 265,000 %
..... i i iiii
2007 195,000 % 2017 275,000 %
Ill ....
2008 200,000 .... % 2018 290,000 %
I fill
2009 205,000 % 2019 300,000 %
ii i il
2010 210,000 % 2020 315,000 %
2011 220,000 % 2021 330,000 %
2012 225,000 % 2022 345,000 %
._
2013 235,000 % 2023 365,000 %
ii , i
2014 245,000 %
Of the principal maturities set forth in the table above, term bonds have been created as indicated in the following table (which
may include multiple term bonds, one term bond or no term bond if none is indicated). For those years which have been
combined into a term bond, the principal amount shown in the table above shall be the mandatory sinking fund redemption
amounts in such years except that the amount shown in the year of the term bond maturity date shall mature in such year. The
term bonds created are as follows:
Year of Principal
Term Bond First M_anda~ Amount of Interest
Maturity..Dat~ ... R.ed..emption .. Term Bond . P~..~
$
$
$
.... ,! , . ......
$
Our calculation (which is not a part of this bid) of the interest cost from the above is:
%
%
TRUE INTEREST COST
We are having the Bonds insured by at a premium of $ , said oremium
to be oaid by the...Initlal Purchaser. Any fees to be paid to the rating agencies as a result of said insurance will be oaid by t..he
The Initial Bonds shall be registered in the name of , which will, upon
payment for the Bonds, be cancelled by the Paying Agent/Registrar. The Bonds will then be registered in the name of Cede &
Co. (DTC's parmership nominee), under the Book-Entry-Only System.
A bank cashier's check or certified check of the Bank, , in the amount
of $97,000 which represents our Good Faith Deposit (is attached hereto) or (has been made available to you prior to the opening
of this bid), and is submitted in accordance with the terms as set forth in the Official Statement and Notice of Sale and Bidding
Instructions.
We agree to accept delivery of the Bonds utilizing the Book-Entry-Only System through DTC and make payment for the Initial
Bond in immediately available funds at/PMorgan Chase Bank, Dallas, Texas, not later than 10:00 AM, CDST, on July 12, 2003,
or thereafter on the date the Bonds are tendered for delivery, pursuant to the terms set forth in the Notice of Sale and Bidding
Instructions. It will be the obligation of the Initial Purchaser of the Bonds to complete the DTC Eligibility Questionnaire.
The undersigned agrees to complete, execute, and deliver to the City, at least six business days prior to delivery of the Bonds, a
certificate relating to the "issue price" of the Bonds in the form and to the effect accompanying the Notice of Sale and Bidding
Instructions, with such changes thereto as may be acceptable to the City.
We agree to provide in writing the initial reoffering prices and other terms, if any, to the Financial Advisor by the close of
the next business day after the award.
Respectfully submitted,
Syndicate Members:
Name'~f Underwriter' or Manager'u
Auth°rized"kepresentative
Phone Number
Signature
ACCEPTANCE CLAUSE
The above and foregoing bid is hereby in all things accepted by the City of College Station, Texas, subject to and in accordance
with the Notice of Sale and Bidding Instructions, this the~ day of ..... 2003.
ATFEST: Mayor
City of College Station, Texas
City Secretary
ISSUE PRICE CERTIFICATE
The undersigned hereby certifies with respect to the sale of CITY OF COLLEGE STATION, TEXAS UTILITY SYSTEM
REVENUE BONDS, SERIES 2003A (the "Bonds"), issued in aggregate principal amount of $4,850,000 as follows:
1. The undersigned is the underwriter or the manager of the syndicate of underwriters which has purchased the Bonds from the
City of College Station, Texas (the "Issuer") at competitive sale.
2. The undersigned and/or one or more other members of the underwriting syndicate, if any, have made a bona fide offering to
the public of the Bonds of each maturity at the respective prices set forth below.
3. The initial offering price (expressed as a percentage of principal amount or yield and exclusive of accrued interest) for the
Bonds of each maturity at which a substantial amount of the Bonds of such maturity was sold to the public is as set forth below:
Principal Initial Principal
Amount Year of Offering Amount Year of
..Maturing . M.aturity Price Maturing Maturity
$ 185,000 2005 % $ 255,000 2015
111 , J,
190,000 2006 % 265,000 2016
195,000 2007 % 275,000 2017
200,000 2008 % 290,000 2018
205,000 2009 % 300,000 2019
,,,
210,000 2010 % 315,000 2020
.... ii il
220,000 2011 % 330,000 2021
225,000 2012 % 345,000 2022
235,000 2013 % 365,000 2023
245,000 2014 %
iii
Initial
Offering
Price
.
%
%
%
%
iiii
%
%
ii
4. The term "public," as used herein, means persons other than bondhouses, brokers, dealers, and similar persons or
organizations acting in the capacity of underwriters or wholesalers.
5. The offering prices described above reflect current market prices at the time of such sales.
6. The undersigned and/or one or more other members of the underwriting syndicate, as the case may be, have purchased bond
insurance for the Bonds. The bond insumce has been purchased from (the "Insurer") for a
premium cost of $_. .... (net of any nonguarantee cost, e.g., rating agency fees). The amount of such cost is
set forth in the Insurer's commitment and is separately stated from all other fees or charges payable to the Insurer. The premium
does not exceed a reasonable charge for the transfer of credit risk taking into account payments charged by guarantors in
comparable transactions (including transactions in which a guarantor has no involvement other than as a guarantor). The present
value of the debt service savings expected to be realized as a result of such insurance, discounted at a rate equal to the yield on
the Bonds which results after recovery of the insurance premium, exceeds the present value of the bond insurance premium.
7. Thc undersigned understands that the statements made herein will be relied upon by thc issuer in its effort to comply with the
conditions imposed by the Internal Revenue Code of 1986, as amended, on the excludability of interest on the Bonds from the
gross income of their owners.
EXECUTED and DELIVERED this
day of. ,2003.
By
(Name of Underwriter or ManageO
(Title)