HomeMy WebLinkAbout1994-2082 - Ordinance - 08/25/1994CERTIFICATE FOR ORDINANCE
We, the undersigned Mayor and City Sec~etnry of the City of College Station. Texas (the "City"l, hereby
ce~fy as follows.
I The City Council of the City (the "Couucd") convened in regular session, open to the pubhc, on August
25. 1994. al the meeting place designated in the notice (the "Meeting"), and the roll was called of the raembers, to
wll: L.nn'y J Ringer, Mayor, and the following City Councihnumhers' William Fox. David I-hckson, Lyan Mcllhaney,
Hubbard Kennady. Larry Mamot, and Nancy Crouch. All members of Ibe Councd were present, except
Nc. Harrzot . consttlul~ng aquorum. Whereupon among other business, the ~llowrag was
trmtsacted at the Meeting a written ordmanee entitled:
ORDINANCE AUTHORIZING THE ISSUANCE OF $3.4~0.000 CITY OF COLLEGE STATION.
TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES
1994. EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT. AND APPROVING
ALL OTHER MATI't:RS RELATED TO THE ISSUANCE OF THE BONDS, INCLUDING
IMMEDIATE EIq-t=CTIVENESS
Ithe "Ordinance") was duly introduced for the conmderafion of the Council and read in full. It was then duly moved
and secouded that the Ordinance be finally passed and adopled: and after due dtscasslon, such motion, carrying with
it the adoption of the Ordinance prevaded and earned by the following vote.
YES § NOES' 0 ABSTENTIONS: 0
2. A true. full. and correct copy of the Ordinance adopted al the Meeting is attached to and follows this
Cerlsficate. the Ordmanee h~ been duly recorded in the Council's minutes of the Meeting: the above and foregoing
paragraph is a true, full, and eon'ecl exceq0t from the Couuctl'q minutes of the Meeting pertaining to the adoptmn
of the Ordinance: the perqons named in the above and foregoing paragrdph am duly chosen, qualified, and acting
officers and memher~ ot the Councd as mthcated therein, each of the officers and mumber~ of the Council was duly
and sufficlenlly noufied officially and per~oually, in advance, of the time, place, and purpose of the Meeting. and
Ilr~l the Orthnance would be introduced and considered for adopuan at thc MeeUng and each of such officers and
members consenled, in edvance. Io llle holding of the Meeting for such purpose: and thc Meelrag was open to the
public, and public notice of the time. place, and purpose of Ibe Meeting was given, all as required by Chapter 551.
Texas Government Code.
3 Connie Hooks ts the duly appointed and acting City Secretary of the City
SIGNED AND SEALED THIS August 25. 1~)4.
Crv/Secretary
C~ty of College Stauon. Texas
City of College Sllm6n, Te a~
fCITY SEAL)
ORDINANCE NO. 2081
ORDINANCE AUTHORIZING THE ISSUANCE OF $3,460.000 CITY OF COLLEGE
STATION. TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF
OBLIGATIONS. SERIES 1994; EXECUTION OF A PAYING AGENT/REGISTRAR
AGREEMENT; AND APPROVING ALL OTHER MA~I'FERS RELATED TO
ISSUANCE OF THE CERTIFICATES OF OBLIGATION. INCLUDING IMMEDIATE
EFFECTIVENESS
WHEREAS. the City Council of the City of College Statwn (the "Issuer" or the "Cay") deems it
adwsable to issue Certificates of Obhgauon heremaftor descnhed (the "Ce~Ricates") in the o~gmal aggregate
pnnctpal ~nount of 53.460.000 for thc purpose of providing for thc payment of conlrnctaal obl~?s~ons to be
mcurrod for the extensions and smprovements to the City's drmnage system, extensions and improvements to the
City's streets syslem, and acqms~tion and mstallaRon of a pubbc safety computer and the payment of contractual
obhgatwns tm' professional servu:es in connection w~th the above proJects (including. but not lunited to. financml
advisory, legal, and cngmeer[]g):
WHEREAS. the Cemficates hereinafter authorized and designated are to he sssued and dehvered for
cash pursuant to the Cemficate o1' Obl~gation Act of 1971. Section 271.041 et seq. Texas Local Government
Code. as amended (thc "Act"):
WHEREAS. thc Csty Council has heretofore, on August 10. Ig'94. passed an ordinance anthorizing and
direcung the City Secrelary to give notice of intcnl~on to ~sue the Certdicntes. wluch nouce has been duly
pabhshed m The Eagle. whsch ss a newspaper of general c~rculat~on m lite City. m tls Issues of Angasl I 1. 1994
and August 18. 1994. the dam of the In'sl pabhcadon being at least 14 days prior to the tentative date stated ut
the nodce for passage of this Ordmanee:
WHEREAS. the City has rcccsved no pet~uon from the qualified cleclms of the Csty protesRng the
issuance of the CcrtRicates-' and
WHEREAS. il ns conside~'d to he [] the best interest of the City that the Certificates he ~sued bearing
thc dine. interest rates, denommaltons, and maturities as hereafter provided'
NOW. THEREFORE. BE IT ORDAH'qED BY THE CITY COUNCIL OF THE CITY OF COLLEGE
STATION. TEXAS. THAT:
Section I Authorization of thc Certificates. Them is hereby anthonzed to he ~ssued and dchvered, a
series of certificates of obhgalion of the Csty. to he known as "CITY OF COLLEGE STATION. TEXAS.
COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION. SERIES 1994" (the
"Certificates"). m the original aggregate pnn[]pal amount of $3.460.000 payable from ad valorem taxes and a
lunaed pledge of the Surplus Revenues of Ihc Cay's Waterworks and Sewer System. for the purposes descnhed
[] the Form ot Cemficate~ contained [] Section 3 hereof.
Section 2 Date, Denommauons, Numbem, and Mnturiues of the Ce~ificates. The Ccmficates shall he
dared as of September 1. 1994. shall he tn denominations of $5.000 each or any integral multiple then'of, shall
be numhemd I-I for the lmtad Cerldicnte and consecutively from R-I upward and shall mature on October 31.
1994 unless theretofore called for redempuon prior to mammy [] aecordanec with the provmons of the Fonn of
the Cemficates contmnad m Secaon 3 hereof, and thc Certificates shall bear interest ut 5.25% per annum from
thc dale of initml dehvc~'y thereof and payable on the matanty date or earher redemption.
Secuon 3. General Chnr~'~!er~sdcs and Form of the Certdicnl/es The Cernfieates shall be ~ssued. shall
he payable, may he redeemable prior to their scheduled mnumt~es, shall have thc chnractensacs, and shall he
signed and executed (and the Cemficales shall be sealed) all as provided and [] the manner indicated in the form
set forth below. The Form of the Cemficanes, the Form of the Reg,sUatlon Cemf'r. ate of the Comptroller of
Pubhc Accounts of the Slate of Texas to be pnnted and manually endorsed on each of the lnitml Ce~ificates, the
From of thc Authonucauon Certificate. and Ibe Form of Assignment. which shall be, respecuvely, substantially
as follows, with necessary and appropriate varm,.oas, omissions, and msmaons as pcrmiued or required by tins
Onimancc. and thc dcfimt,ons contained wlllan each such form shall apply solely to such form:
Form of Del'mttive Certificanes
NUMBER
FORM OF CERTIFICATES
United Slates of America
State of Texas
DENOMINATION
$
CITY OF COLLEGE STATION. TEXAS
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION.
S ER IF.,S 1994
INTEREST RATE:
5 25%
MATURITY DATE.
October 31. 1994
DATED DATE:
September 1. 1994
DELIVERY DATE: CUSIP:
REGISTERED OWNER.
PRINCIPAL AMOUNT
THE CITY OF COLLEGE STATION, TEXAS (the "issuer" or the "City"). being a mumc,pal
coxporation and a pohtical subdivision of the State of Texas. promises to pay to thc Rcgmtercd Owner. specified
above, or registered asmgns (thc "Registered Owner"). on the Matm'lty Dane. specified above, upon presentation
and surrender of tins Cemficale at the pxinc~al corporate Irust office of FIRST AMERICAN BANK. Bryan.
Texas, or ill SUCCessor (thc "Paying Agenl/Regtstrar"). the Pnn¢lpa] Amount. spec,fled above. [] lawful money
of the United States of Ame4ica. and to pay interest thereon at thc Interest Rate. specified above, calculated oft
the basis of a 360-day year of twelve 30-day months, from thc Delivery Dale. specified above. Interest on this
Ceffificate m payable on October 31. 1994. upon pfcsentanion and surrender of this Certificane as aforesaid or m
such nthcr manner as may bc acceptable to the Reg.stered Owner and thc Paying Agem/Reglanrar
THIS CERTIFICATE is one of a series of Certificates (the "Certificates") dated as of the Dated Dale,
specified above, of like designan,on, dnte. nmi tenor, except as lO number, interest rate. denominauon, and
maturity issued pursuant to thc Ordinance adopted by the City Coined on August 25. 1994 {the "Ordinance"), m
the original aggregane pnncipal amount of 53.460,000 for the purpose of providing for the payment of contractual
obhgations to be ,ncurred for extensions and improvements u) the City's drainage system, extensions and
tmprovemenll to the City's strcell system, and acqumlUOn and installauon of a pubhc safety computer and the
paymenl of contractual obligations for pl'ofesslonsl services in connecuon with the above projecll (mcledm8, but
not limited to. financml advisory, legal, and engmcenng).
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIPICATE SET
FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND
EI-'PECT AS IF SET FORTH IN THIS SPACE
IN WITNESS WHEREOF. this Certificata has been signed with thc manual or facsimile mgantare of the
Mayor of the Issuer and countersigned with the manual or facsimile sign~ure of thc City Secretary of thc Issuer.
and the official seal et the Issuer has been duly unpressed, or placed m facsimile, on this Certificate.
x~xx~xxx~xxx~xx~xxx~xx~xxxxxxx
CRy Sec~e~
(CITY SEAL)
*THE CERTtI'ICATES nm issued pursuant Io the ORl[]ance whnmunder ~e City Council of the C~ty
covenants to levy a coutmuing, dn'ect, annual ad valorem tax on laxable property within the Csty. within the
llrm~s prescnhed by law. for each year while any part of the Certificates nm considered ou~staeding under the
provisions of the Ordinance. in a sufficient nmount to pay interest on each Ce..Rificate as it becomes due. to
provide a sialnng fund for the payment of the principal of the Certsficates when due. and to pay the expenses of
assessing and collecting such tax. and this Certificate is addiuoually secured by and payable from the "Surplus
Revenues" of the Issuer's Wate~od~s and Sewer System (the "System"). whsch nm the revenues remaining after
peymant of all opemuon and maintenance expenses of the System. and all debt ser[]ce, resurve, and otber
requu~nents in connection with nil of the Issner's revenue bonds or other obhgafions (now or hereafter
outstand[]g) which are payable from all or any pa~ of the revenues of the System and which pledge is bruited to
$1.000 Reference ss hereby made to the Ordmancc for provisions with respect to thc custody and apphcatlno of
the CRy's funds, remedies tn the event of a default hereundar or thereunder, and the other nghts of the
Registered Owner. By acceptence of this Certificate, the Reg~slered Owner consents to all of the provisions of
the Ordinance, a ceml'ted copy of which is on file [] the office of the City Secrelary.
*THE CITY RESERVES THE RIGHT Io redegm the Cemficates prior to theu' scheduled maturity, m
whole on any date. at a redempUon puce of par plus accrued interest on the principal amounts called for
red~mptson to the date f'L~ed for redemption.
*AT LEAST FIVE DAYS prior to the date fixed for any redemption of the Cemficates prior to maturity
a written no, lee ot such redemption shall he given by the Issuer to the Paying Agent/Rngisttac. and Ihe Paying
Ageat/Reg~slrac shall send a copy of such notice at least three days prior to the date fixed for redempuon by
U[]ted Slates mail, f'wst class, postage prepasd, nddressed tO the Registered Owner of each Certuficate to be
redeemed m whole or [] part at the add,ss shown on the books of regssUation kep~ by the Paying
Agenld~eg~stra~, provided, however, that the failm'e to receive such notice, or any defect there~n or in the sending
or mmhng thereof, shall not affect the vahd~ty or effectiveness of the proceedings for the redempt~ou of the
Ce~ificates. When Cet~sficates or p~sons thereof have been called for redemption, and due provlsmn has been
made lo redeem the same. the principal amounts so redeemed shall he payable solely from the funds provided for
mdemptmn, and interest which would otherwise accrue on the amounts called for redemption shall term[]ate on
the date fixed lot redemption.
*THIS CERTIFICATE IS TRANSFERABLE OR EXCHANGEABLE only upon presemauon and
surrender at the lmncipal corporate office of the Paying Agenl/Regtstrar If this Certificate is being Iransfermd,
st shall Ig duly endorsed for uansfer or accompanied by an assignment duly executed by the Registered Owner.
or ht,~ authomed mpresentauvc, subject to thc terms and condllsons of the Ordinance. If this CertdSe~w ~s being
exchanged, it shall he m the principal amoum of $5,000 or any integral multiple thereof, subJeCt to the terms
and conditions of the Ordinance. The Paying Agen~.eglsuar is nol requu*ed to accept any Certificate for
transfer or exchange dunng the 45 days prior to the date fixed for the redemption of such Certificate: provided.
however, such lunttatlou of nansfer shall not be apphcablc to an exchange by thc Registered Owner of thc
unredeemed balance of a Ceruficate called for mdamptiou [] part. The Registered Owner of thss Cemficate shall
be deemed and treated by thc C~ty and thc Paying AgenCReglstiar as the absolute owner hereof for all purposes,
luclu&ng payment and discharge of liability upon this C[]tdicate to the cxtem of such payment, and the City and
the Paying Agen~Re~sUar shah not be effected by any notice to thc coumu'y.
*IN THE EVENT any Paymg Agenl/Regis~rer for the Certdicates ts changed by the City. resigns, or
othen~,sse ceases to acl as such. the Ctly hns covenanted [] the Or&nance that st promptly will appoint a
competent and legally qanhtied subsumte therefor, and cause wntien notice thereof to be rended to the
Registered Owners.
*IT IS HEREBY CERTII:IED. COVENANTED. AND REPRESENTED that all acts. conditmns, and
things necessary to be doue precedent to the mstmnce of the Centficates tn order to rendor the same legal.
and b~nding obligat,ons of thc City have happened and have been accomplished nnd performed tn regular and
due amc. form. and manner, as required by law'- that provimon has been mnde for the payment of the prmcipnl
of and interest on thc Certificates by the levy of a continuing, chrect, annual ad valo~ern tax upon nil taxable
property within the City. within the hmit prescnhed by Law. and from $1.000 of the Surplus Revenues of thc
Issuer's Waterworks and Sewer System, and that ~ssuanee of the Ccmficatcs does not exceed any consumtman]
or statutory limitation.
*BY BEC'OM]NO the Registered Owner of thru Certificate. thc Registered Owner thereby acknowledges
all of the terms and provisions of the Ordmence. agrees to be bound by such terms and pfowmons, and agrees
that the terms and prov:slons of this Cert~cate and thc Ordinance constztute a contract between each Registered
Owner and thc Ctty.
FORM OF AUTHENTICATION CERTIFICATE
AU'ITI~NTICATION CERTIFICATE
This Certificate of Obligation ts one of the Cemficates described m and delivered pozsuant to the
withm-mcntiened Ordinanee, and this Certificate has been issued m conversion of and exchange for, or
replacement of, a Certificate, Certificates, or a portion of a Ccmficate or Certificates of an tssue which was
originally approved by the Attorney General of the Stale of Texas and registered by thc Comptroller of Pubhc
Accounts of Hie State of Texas.
FIRST AMERICAN BANK
Brynn. Texas.
Paying Agent/Registret
Registration Date: By.
Authortzed Signature
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED. the undersigned hereby sells, assigns.
/ /
(Please msezt S(x.-ml Security or Taxpayer
T~ntd'~mm Number of Transfereet
and transfers unto
(Please pflm or ty~wnte name and add.ss, m~.ludm8 zip code. of Tranafe~e)
the within
Certificate of Obligation and all nghts thercundor, and hereby irrevocably constitutes and appoints
attorney to register the transfer of the within Certificate
of Obfigatlen on the books kepi for regtstraUon thereof, with full power of subsutotmn in the premises.
Signature Guarani'ed:
NOTICE' S~gnature(s) must be guaranteed
by a member f~ of the New York
Stock Exchange or a commercial bank
or trust cempany.
NOTICE' The signalure above must con'espond
with the nnme of the Regsstored Owner as it
appears upon the honl of tfas Certificate of
Obhgadon m every paruculnr, w~tbout
alterauon or enlargement or any change
whatsoever.
The following ablxevmUons, when used [] the Assignment above or on the face of the wdhm Cemficate
of Obhgotion, shall be consn'ued us though they were wnnen out m full aceordmg to apphcable laws or
reguintmns:
TEN COM - as tenants [] common
TEN ENT - as ~enants by the enlu'eUes
JT TEN - as join! tenants with right of surv~vorslup and not us teannis in common
UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
under Uniform G~ils to khnors Act
Addmoanl abbreviations may also be used though not m the hst above.
NOTE TO PRINTER:
*~[s to be on reverse side of definll~ve bonds
Form..~of lnmal Certificate
The ln,~ml Cernficate shall be in the form set forth above for the De£mitive Certificates~ except the
following shall replace the heading and thc firsl three paranrauhs'
NO. I-1
United Slates of America
State of Texns
CITY OF COLLEGE STATION, TEXAS
COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION. SERIES 1994
Issue D~e: September I. 1994
Dehvery Date:
Registered Owner:.
Pnnclpal Amount: THREE MILLION FOUR HUNDRED SIXTY THOUSAND DOLLARS ($3,460,000)
THE CITY OF COLLEGE STATION. TEXAS. for value ~-cetved. acknowledges ~lseff indebted lo and
hereby promises to pay to the order of the Registered Owner, specified above, or the registered assigns thereof
(the "Registered Owner"). the Pnnc~pal Amount, specified above, on October 31, 1994. and bearing interest at
5.25% per annum
INTEREST on the unpaid Principal Amount hereof from thc Dchvery Date, specifed above, slmll hc
paid computed on the basis of a 360-day year of twelve 30-day months: such interest hclng payable on October
31, 1994
THE PRINCIPAL OF AND INTEREST ON thss Cenifcate of Obligauim are payable in hwful money
of thc United States of America. without exchange or coliect, im charges Thc final payment of principal of and
interest on this Ccruficate of Obhgauim shall be paid to the RegLstered Owner hereof upon presentaUon and
surrender of this Bond at final matunty, at the principal corporate trust office ot' FIRST AMERICAN BANK.
Bryan. Texas. which ts the "Paying Agent/Registrar" for this Cenifcate of Obligauon. The City covenants with
the Registered Owner that no later than the principal payment date and the interest payment date for this
CerUficatc of ObhgaUon it will make avndable to thc Pnymg Agent~egisnar the amounts required to pFo,flde for
the payment, m lmmedmtely available funds, of all principal of and interest on the Certificates of Obligation.
when duc. in the manner SCl forth in the ordinance anthortzmg thc issuance of thc Ccrtifcates of Obhgatien
adopted by the City Council of the City on August 25, 19t~4 (thc "Ordinance'*)
FORlvi OF REGISTRATION CERTIFICATE OF COMFFI~OI-I-F-R OF PUBLIC ACCOUNTS'"
*Attnch to or print on lnltlal Certiflente only
CO~OLLER'S REGISTRATION CF_.R-i'Lt-ICATE' REGISTER NO.
I HEREBY CERTIFY THAT there is on fde and of record in my office a certificate to the effect that
the Attorney General of Ihc State of Texas has exnmmed and f'mds that this Certificate of Obhgation has been
issued in conformity with the Constitution and laws of the State of Texas and is a vahd and binding obligation of
thc City of College Stauon, Texas. and funhar that this Certificate of Obligation has been registered this day by
me.
WITNESS my signature and seal of office this
(COMPTROLLER'S SEAL)
Compuoller of Pubhc Aecounls of the Slate of Texas
[END OF I=ORMS]
In case any officer of the City whose manual or facsimile signature shah appear on any Cartificate shall
cease to be such officer before the delivery of any such Cemficate, such manual or facsimile mgaature shall
nevertheless be valid and sufficient for all patpo~s as tf such officer had remmned in office until such dehvery.
Any CerUficate which bears thc fecsimde signatarc of such person who at the actual ume of thc dehvery of such
Certificate shall be an officer authorized to siga such Certificate. but who at thc date of such Cemficale was not
such an officer, shall be validly and sufficiently signed for all proposes as if such person had been such officer at
the date of such Cemficate. The City authorizes the printing of a trite and correct copy of an opimon of Akin,
Oump. Strauss, Hauer & Feld. L.L.P., AtU~neys, relating to thc vahd,ty and enforceability of thc Certificates
under Texas law and the status of interest on thc Certificates under federal income lax laws on thc reverse side
of each of Ihc Cemficates over a cemficate of tdenut'icatton executed by thc facsimile signature of the City
Secretary, and also aathon~,es the impnntmg of CUSIP (the American Bankers Associauon's Committee on
Unil',Ai, Secunties ldamlficatton Procedures) numbers on the Cemficates: provided, however, that the failure of
such opimno, certificate, or CUSIP numbers to appear on any Ccmflcatc, or any efl~rs thereto, or in any pan of
the Cemficate the form of which is not included m this Ordinance, shall in no way affect the vnlithty or
enforceabdity of the Certificates or relieve thc Initial Purchaser (heremafter defined) of its obhgat, on to accept
delivery of and pny for the Cen,ficates.
Secuon 4. Deflmnons. In addmon to other words and terms defined m this Or&nance lexcept those
defined and used m Sectwn 3). and unless a different meaumg or mtenl clc~'ly appears in the context, the
following wolds and terms shall have the following meamngs, respecuvely:
"Adthuona] Obh nons" - Such other bonds, certificates, or other evidences of mdebtadeess as may
hereafter be authorized, payable from and equab, y s~:urcd by a pledge of the Oty's taxes and/nc Smplus
Revenues to thc same extem as pledged for and m ;dj things on a panty with the hen of the Certificates.
"Certificates" - Any Certificate or Ceruficates or all of the Cemficates. as the case may be. of thnt series
styled "City of College Station. Texas. Cornblnntton Tax and Revenue Certificates of Obhgation. Series 1994" m
the original aggregate pnnclpal amount of $3,460.000 authorized by this Ordinance.
"Code" - The Interml Revenue Code of 1986, as amended
"Government Obhgntmns" - Du'ect obligenons of the Umted States of America. which n~e non-,'-nllnhle
prior to the respective matunnes of the Ce, nlficates and may bc United States Treasury Obligations such as State
and local government series and may be in book enlx~y-form
"[mfial Certtficate"- The Cemficate reg~tered by the Compm)ller of Public Accounts as described in
Section l I hereof.
"imual Purchaser" - First Am~cau Bank. Bryan. Texas
"Inte~st Pa ment Date" - When used in connection with any Certdicate. shall mean October 31, 1994.
"Issuer" or "City" - The Oty of College Stauon. Texas. a mauictpal corpomdon and a pohucnl subdivision
of the State of Texas, or any successor thereto.
"Ordmauce" - This "Or&nance Authmizsng thc Issuance of $3.460.000 City of College Station. Texas.
Combination Tax aud Revenue Ceruficatas of Obhgafion. Series 1994. Execuuon of a Paying Agent/Regiswar
Agreement: and Approving All Other Matters Related To Issuance of the Certificates of Obligatmn. Including
Immedmte E£fecuvencss" edopted by the City Council on August 25. 1994
"Owners" - Any person who shall be the rng~stered owner of any outstaudmg Certificates.
"Panty Bonds Ordinau~s" - The or&minces authorizing the City's bonds payable from a ['u~st lien on any
revenues of the System and any addmonal bonds as defined thereto.
"~,==~~" - F~rst American Bank. Bryan, Texas and such other bank or trust company as
may hereafter be appointed m substttu6on therefor or in addilaon thereto to perform the duties of Payxng
Agent/Registrar m accordance with th~s O~dmaucu.
"pavm~ Agenl/Regislrar Agreement" - The agreement dnle~i as O! Seplembea' I. 1994. between the Paying
Agent/Registrar and the City relating to the registration, authentication, and Irausfer of the Cernficates.
"Record Date" - The last calendar day of I1~ month next preceding thc apphcable Interest Payment Date.
"Rel~sler" - The books of reg~suatton kept by thc Paying Agent/Registrar m whu:h are mamtmned the
names and addresses of and the principal amounts regsslered to each Owner.
"~" - The gross revenues of thc System remaining after payment of all nndntcnauc~ nmi
openmon expenses of the System.aud all debt service, xgserve, and other requugments in connectson wah all of
the Issuer's revenue bonds or other obligaUons (now or be~ outstanding) whs:h are payable f~om all m' any
pa~ of the revenues of thc System. The amount of Surplu~ Revenues set aside for payment of the Certificates
each year shall be within thc sole discretion of the Council, provided, however, Ilmt the total amount
at~uprialed for the Certificates shell not exceed $1,000.
Section 5. City Funds. The City hereby conf'u'ms the esmbltshmem of the following fonds of the City at a
deposJtaoj of the City.
(a) Interest and Stoking Fund~ Tax Levy~ end Pledge of Revenues. A specml "City of College Station
Combination Tax and Revenue Certificales of Obhgauon Series 1994 Interest and Sinking Fund" (the "Interest
and -qinlang Fund") ts hereby created and shall be estabhsbed end maintained by the City at an officnd
depository bank of the City. The Interest and Sinking Fund shall he kept separate end apart from all other funds
end eccoun~s of the Issuer. and shall be used only for paying the interest on and principal of the Certificates.
The net proceeds of all nd valorem laxes levied end collect.~d for end on account of the Ceruficates shall he
deposited, ns collected, to the credit of the latereat end Sinking Fund.
Dunng each year while any of the Cemficates or interest thereon are outslendmg and unpmd, the
governing body of the Issuer shall compute end ascertain a mtn end amount of ad valorem lax which wall he
sufficient to r/use and produce the money reqmred to pay the interest on the Cemficates ns such mteresl comes
due. end to provide end maintain a smlang fund adequate to pay the pnncipal thereof ns such principal matures
(but never less than 2% of the anginal principal amount of the Cemficates ns a smlung fund each yeor): and Ihe
tax shall he based on the lalesl approved mx roils of the Issuer. wdh full nllowences being made for lax
delinquencies end the cost of lax collecuon. The rate end amount of ad valorem lax is hereby levied, and is
hereby ordered to be levied, a~unst all laxable property in the Issuer for each year whale any of ~ Certdicates
or interest thereon are outslendmg end unpmd, end the mx shall bc assessed end collected each year end
depo~tnd to the credit of thc interest end Staling Fund The ad valorem taxes sufficient to provulc for thc
payment of thc interest on end principal of the Certificates. as such interest comes duc end such principal
matures, are hereby pledged irrevocably ior such payment, within the fimtl prescribed by law.
Thc Certificates additionally shall be payable from end secured by the Surplus Revenues. The City shall
deposit such Surplus Revenues to thc cred~l of the lateresl end Smlong Fund created pursuant to this section.
Notwlthstendm8 the rcqu~remcJits ol this section, if Surplus Revenues arc actually on deposit in the Interest and
Sialung Fund in advance of the time when ad valorem laxes are scheduled to he Icvlnd for ally y~ar, then the
amount of taxes which otherwise would have been requund to be levied pursuant lO this section may he rednced
to the cxtenl and by the amount of the Surplus Revcnces then on deposit m the Interest end Smlung Fund or
budseted for (k~pO~lt therem.
Thc City reserves the right to issue, for any lawful purpose at any tune, m one ol' more installments,
bonds, certdlcates of obhgaUon, end other obligations of any kind payable m whole or in part from. end secured
by a plndffc of the revcanes of thc System that may he price end superior tn right to. on a panty with. or junior
and subordlante to the pledge of Surplus Revenues secunng the Cemficates. all ns provided in the Panty Bonds
Ordinances.
(b) ConsUuct~on Fund. A special "City of College Slalion Combination Tax and Revenue Ceruficntes of
Obhgauon Seoes 1994 Construction Fund" (the "Construction Fund") is he,by created end shall be established
and mamlamcd by the Clly at en officml depository blink of the City. The Construction Fund ts Ibc fund rolo
which the net prceceds of the Certificates shall be deposited, and money in the Conslruction Fund shall be used
to pay the costs necessary or nppropnate to accomplish thc purposes for which the Certificates nrc issued
Section 6. Inve,sUnents and Security. (a) Investment of Funds. The City may place money in any fund
created by this Ordinance in time or demand deposits or revest such money ns authorized by law at thc **me of
such deposit: provided, however, that thc City hereby covennms that the proceeds of the sale of the Cemficates
will be used ns soon ns practicable for the purposes for which the Ceruficates ~e issued. Obhgauons porchased
as an investment of money in a fund shall he deemed to be a pa~ of such fund.
(b) Amounts Received from Investments. Except ns otherwise provided by law. amountS reccivexl from the
investment of any money m thc Construction Fund. shall be retained In th~ CollS(~llCtlon [:ulld until the proJects
financed with the Certificates of Obligation arc complete and any remaining mount shall be placed in the
Rebate Fund or the interest and Slnktag Fund ns delellnlnnd by the City Councd. Any mounts received from
the investment of the Interest and Sinluag Fund shall be deposited in the Interest and Stnkm8 Fund.
(c) Secunt for Funds. All fonds created by this Ordinance shall be secured in the manner and to the
fullest extent required by law for the sectmty of funds of the City.
Section 7. CoveanntS ot' the City. (a) General Covenants. The City covenants and represents that:
(i) The City ts a duly created city, opera,ng and exisdn8 under thc laws of the State of Texts,
nnd is duly authimzed under the law~ of the Stnte of Texns to create and issue thc Cemficatcs, all action
on its pert for the cmatiou and issuance of the Certdieates has been duly and effectively token, and the
Certificates tn the hands of the Owners thereof am and will be valid and enforceable obltiat,ons of the
City in accordance wJth theu' terms.
(u) The Cemficate~, shall be ratably secured in such manner thst no one Ceruficate shall have
preference over other Ceruficates.
(b) S..~venantS. The City covenants and representS thai while thc Cerufieates or any Additional
Obhgattons am outStandlnl~ and unpaid, it wdl comply with and perfonn the covenants and agreements of the
Panty Bonds Onhnances.
(c) Covenn~nt'~ Regarding Tnx Exemption of Interest on thc Cert~cates. The City covenantS to ~ake any
actmn to m~unlmn, or refrain from any acllon which would adversely affect, the trentmcm of the Certificates ns
obhgations described tn section 103 of the Code, the interest on which is not ]acladable in die '*gross income" of
the holder for purposes of federel income taxation. In funberance thereof, thc City specifically covenants ns
follows'
(i) To take any .,'*,on to nssure that no more than 10% of the procceds of thc Certd'icates (less
mounls deposit~x[ to a reserve land. if any) am used for any "private business use." ns defined m
sccuon 141(b)(6) of the Code or. tf more than 10% of thc proceeds am so used, that mounts, whether
or not received by thc City with respect to such private business use, do not under thc terms of this
Ordinance or any underlying m'rangement, threcdy or indirectly, secom or provide for the payment of
more than 10% of the debt service on the Certificates. in contravention of sect,on 141(b)(2) of die Code:
(il) To take any acuon to assure that in the event thnt the "private business use" described in
subsectinn (a) hereof exceeds $% of the prneceds of the Ceruficates (less amounts depomted into a
resei've fund. if any). then thc mount in excess of 5% is used for a '*private business use" which ts
"related" and not "disproportionate." within thc meaning of section 141(b)(3) of the Code. to thc
govcminentul usc.
(iff) To taltc any action to assure tha~ no amount which is greater than the lesser of $$.000,000
or 5'~ of the proceeds of thc Certificates (less amountS dcpomted mto a reserve fund. tf any) is directly
or indirectly used to f'mance leans to persons, other than smtc or local govommentsl umts. in
contraventmn of sectmn 141(c) of tim Code.
(Iv) To refrmn from taking any action which would otherwise result in the Certificates being
treated ns "private activity bonds" within the meaning of se~'tiou 141(b) of thc Code;
(v) To refrmn from lahag any nction that would result in the Certificates being "federally
guaranteed" within the mcanmg of reclaon 149(b) of the Code:
(v0 To refrain fwm using any portion of the proceeds of the Ccmflcates. d~rectly or mdu'eelly,
to ncqmre or to replace funds which were used, directly or mdn'ecfly, to acqmre investment proparty (as
defined tn section 148(b)(2) of the Code) which would produces a materially higher yield over the term
of the CertRicates. other thun investment property acqum~l with --
(A) prix-cuds of the Ce~cates invested for a reasonable temporary period of three
years or less until such proceeds are needed for the purpose for which the Certificates are
(B) amounts tnvested in a bona fide debl servzcu fund within the meaning of section
1.103-13Co)(12} of the Treastny Regulations. and
(C) amounts deposited in any reasonably reqtnred reserve or replacement fund to the
extent such amounts de not exceed 10'~ of the proceeds of the CemBeules;
(vii) To otherwise restrict thc use of the proceeds of the Certificates or amounts treated az
proceeds of the Cemficates. az may be n~'essnry, so that the Certificates do not otherwise contravene
the reqmrements of s~cUon 148 of the Code (relauag to nrbitragu) and. to the extent applicable, section
149M) of the Code (relatm8 to advance refundings)=
(vid) To pay to the Umted States of America at least once during ench five year period
(beginning on the dale of delivery of the Cerdficates) an amount thel ~s at least eqanl Io 90% of the
"Excess Earomgs." within the meaning of section 148(f) of the Code, and to pay to the United States of
America, not later than rio days a-~r the Certdi~'~q~s have been pa~d m full, 100% of the amount then
requm~d to be pard as a result of Excess Earnings undar section 148(f) of the Code: and
(ix) To maimam such records as will enable the City to fulfill its responsibilities under ihs
Secttnn and section 148 of the Code and to ~tmn such records for at least s~x ye, mx following the f'mul
payment of prtncipal and interest on the Certificates
It ts the understanding of the Ctty that the covenants conlmned herein am intended to assure comphance with tbe
Code and any regulations or rulings promulgated by the U.S. Department of Treasury pursuant thereto. In the
event that regulations or ndtnge ~e hereafter promulgated which mo&fy or expand provisions of thc Code, as
apphcabl¢ to the Certificates. the City will not be reqmred to comply with any covenant contained bermn to the
extent that such modification or expansion, m the opimon of antionally-recOgalzed bond counsel, wdl not
adversely affect thc exemption of interest on the Cezldicates under section 103 of the Code In the event that
regulatwns or rulings are hereafter promulgated which impo~ additional requirements which are applicable to
the Certificates, the City agrees Io comply with the adthtlonal requirements to the extent necessary, tn the
opinion of natmnally, recogatzed bond counsel, to preserve the excmphon front federal tnonme texatmn of
interest on the CerUficates under section 103 of the Code.
In order to facth~e cemplianc¢ with thc above covenants (vn). (vth), and 0x). a "Rebate Fund" is
hereby established by the Cily for Ihe sole benefit of the United States of America. and such Fund shall not be
subJeCt to the cla~tn of any other person, mcindtng wtthou! lumtation the Certificate holders. The Rebate Fund ts
established for the adthuonul purpose of cotnphance with sect:on 148 of the Code
Section 8 Pavtna Auenl/ReRtslam'. The Paying Agent/Reg~trar ~s hereby appointed as paying agent for
the Cemficates and the City ts hereby authorized to enter into any type of agreement necessary for the Paying
Ageat/Registrar to perform tis duties hereunder. The pnnctpal of and interest on the Certificates shall he
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payable, without exchange or collecdon charges, m any coin or currency of the Umted Stales of America. which,
on the ~le. of paymcn~ is legal tendur for thc payment of debls duc the United Slates of America. upon Iheu'
presenlation and surrender as they respectively become duc and payable, whether at maturity or by prior
redemption, at the principal corporate mlsl office of thc Paying Agenl/Regvm'ar.
Thc C"sty. the Paying Agant/RegtsWar. and any other person may treat the pe~on in whose name any
Certificate ts registered as thc absolute Owner of such Ccruficate for thc propose of making and receiving
payment of the principal thereof and premium, if any. thereon, and for the fu~her pm'~ of malone and
receiving payment o£ the interast thereon and for nil other purposes, whether or not such Certificate is overdue.
and neither thc City nor thc Paying Agcnt/Rngtslra~ .thnll he bound by any notice or knowledge to the conlsary.
All payments made to thc person deemed to be the Owner of any Ce~ficatc m accordance with this Ordinance
shall be vabd and effectual and shall discharge the Imbthty of the City and the Paying Agcnt/Rcgtslrar upon such
Celtdicate to thc extent of the sums paid
So long as any Certificalas remain oumanthng, thc Paying Agcnl/Rcgtsl~u' shall knep the Register at ils
pnnclpal corporate trust office m which, subJeCt to such reasonable regulations as it may prescribe, the Paying
Ageat/Rcglslrar shall provide for the regtsu'aUon and transfer of Ccrtdicates m accordance wdh thc terms of this
The City may at any ume and from time to ume appoint another Paying Agent/Registrar in subsmution
for thc previous Paying Agcot/RegmU'm': provided that any such Paying Agcnl/Rcglstrar shall he a cmporaUon
organized and dome business under thc laws of thc United States of America or any Slate. antbunzcd under such
laws to excreise InlSt Ix)weD.. sub. lent to superv~on or exammanon by federal or slate anthedty, and a transfer
agent regtstcred with thc Secumles and Exchange Commission. In such event, thc City shall give notice by
certified mini to each Owner at least 30 days prior to thc cffeCtzvc date of such subsUtution. Any bank or Imm
company with or into which any Paymg Agent/Regtsu'ar may be merged or consohdated, or to which thc assets
and business of Paying AgcnlA~.ggtston' may he sold or otherwise wansfcrred. 'shall he dnemed the successor of
such Paying Agent/Rngislrar for the purposes of this Ordinance.
The Mayor and City SeCretary are hereby antbudzed to enter into. execute, and dubvcr thc Paying
Agent/Rngtstrar Agreemem with the imtmi Paying Agcnl/Rnglstrar in subslantmily thc form presented to the City
on this date.
Section 9. In*till Ccrtlficate~ Exchange or Transfer of Ccrtfl]cates Imually. one Ccmficate (thc "lmtud
Cemficate") numbered I-1 and representing thc entire principal anrount of the Cemficates shall be registered m
thc name of the Initial Purchaser and shall he cxeCated and submitted to the Attorney General of Texas [or
approval, and thereupon curtal'ted by thc Compuollcr of Public Accounts of the ,qmte of Texas or his duly
authorized ngcnt, by manual signature, and the Initial Ceruficate shall bu effeCtive and valid without the
Authcnlacation Certificate being signed by the Paying Agent/Rngtslrar. At any time th~er, thc Owner may
dehvcr thc Initial Cemficatc to the Paying Agent/Registrar fo~ exchange, aecompamcd by msU'uctions from the
Owner or designee destgnaung the persons, matunues, and principal amounts to and in wluch the Imtml
Certificate arc to be wansfen'cd and thc addresses of such pet'sons, and the Paymg Agcn~/l~',cgtslrar shall
thereupon, witiun mg more than three days. register and dchver such Certificates upon anthorlzanon of the City
as provided in such instructions.
Each Certificate shall be teansferable only upon thc presentation and surrender thorcof at the principal
coq0orate ~'ust office of the Paying Agcnt/Rngtslra~'. duly endorsed for Iransfer. or accompanied by an assignincnt
duly executed by thc Owner or his authorized represeatativc in form satisfactory to the Paying Agant/RegisUar.
Upon presentaUon of any Certificate for transfer, the Paying Agent/Registrar shall anthcnucate and dehver m
exchange iherefor, to the extent possible and under reasonable clrcumslances w~thin three busmcss days after
such presentation, a new Certificate or Certificates, registered in the name of thc lransfereu or transferees, m
II
authorized dcnommunons and of the san~ matonty and aggregate pnne~pal amount and bearing []teres~ at the
same rate as the Certtllcate or Cemficatas so presented.
AH Certificates shall he exchangeable upon presentation and surrender thereof at the pnncipal corperae
u'ust office of the Paying Agen~eglsU'ar for a Cemficate or Cemficates of Ihe s~ne manuity and interest rate
and m any authorized denormnunon, in an aggregate principal amounl eq~ to the unpaid princtpal ~nonnt of
the Cemficate or Ceruficales presented for exchange. The Paying Agent/Registrar shall he and is hereby
authorized to anthenucate and deliver exchange Cea'tificates in accordance with this Orthnance and each
Cemficate so delivered xhall be entitled to the henefits nmi security of this Or&ennce to the same extent as the
Cemficate or Centficates m lieu of wl~ch such Cemficate is delivered.
The City or the Paying Agenl/Rngislrar may reqmre the Owner of any Cemficate to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed [] coanectwn with the Uansfer or
exchange of such Certificate. Any fee or charge of the Pay[]g Agent/Registrar for such transfer or exchange
shall he prod by the City.
Neither the City nor the Paying Agant/Raglstmr shall be requtred ~l) to ~ssue, uansfer, or exchange any
Certificate dunng any period beginning at the opening of business 15 days before the day of the first marling of
a nonce of redemption of Certificates and ending on the close of business on the day ot such nuuhag or (ii) to
u-ansfer or exchange any Ceruficate so selected for redemptton in whole or [] part when such redemption ~s
scheduled to occur within 15 calendur days.
Section 10. Sale and Dehvery of Certificates. The Cetuficates are hereby sold and shall be delivered to
the I[]tml P~chaser pursuant to a cegouated sale. The Cemficates shall mliaally he regtstered in the name of the
Italini Pun:baser. The officers of the Issuer are hereby authorized and directed to execule and dehver such
certificates. []struc~son, or olher instruments as are required or necessary to accomplish the proposes of this
Ordinance.
Section I 1. City Officers' Duties (a) Issuance of Certtficates. The Mayor shall sobnm the Imtud
Cemficates. Ihe record of the proceed[]gs authorizing the issu~ce of the Cemficates, and any and all other
necessary orders, certificates, and records to the Attorney General of the Slate of Texas for his investigation.
After obtaining the approval of Ihe Attorney General, the Mayor shall cause the Initial Certificates to he
regrstered by the CompUoller of Pubhc Accounts of the State ot Texas. The officers or acung officers of the
City are anthon/,ed to execute and deliver un behalf of the City such cemficates and instruments as may be
necessary or appropriate prior to delivery of and payment for the Cemficates to and by the lmtial Purchaser.
(b) Execuuon of Ordinance. The Mayor and the City Secretary arc authorized to execute the Ce~ificate
to which tlus Ord[]auce ns attached on behalf of the City and to do any and all things proper and necessary to
carry out Ibe intenl thereof.
Section 12. Remethes of Owners. In addition to all rights and ~methes of any Owner of the
Cemficates provided by the laws of the Slate of Texas. the City covenants and agrees that tn the event the City
defaults in the payment of the Imncipal of or interest on any of the Certificates when due, fads to make the
payments tgquu~d by tins Ordinance to he made into the Interest and Sinking Fund, or d~aults in the observance
or petfo~nauce of any of die covenants, conthl~oas, or obhgatloas set forth in tins Ordinance, the Owner of uny
of the Cgmficates shall he entitled to a wrtl of mandamus issued by a court of proper jtmsthction compelling and
requu'mg the City end other officers of the City to observe and perform any covenant, obhgla~on, or condition
presenbed [] Ibis Ordinance. No delay or omission by any Owner to exerczse any nght or power accruing to
such Owner upon default shall unpaa' any such right or power, or shall he construed to he a waiver of any such
default or acquteseence Ihere[], and eve~ such right or power may he exercmd ~om lane to ume and as often
as may he deemed expe.~hent. The specific remedtes mentioned in this Ordinance shall he avmlable to any
Owner of any of thc Certificates and shall he cumulative of aH other exisUng rcmcthcs.
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.~CIIOil 13. Adchuouel Obi oaons. The C~ty shall hereafter have the right to ,ssue Additional
Obligations ns may hereafter be anthonzed by the City Council.
Section 14. l.~,~t~ Stolen, Destroyed, r~mao,~, or ~VlltlllSltt:sd Ct~'llflCatl~81 DeStlllCilOn of Prod
Certificates. (a) Re~nt Certificates. In the event any outslandmg Certificate shah become lost. stolen.
deslroyed, damaged, or muulated, at the request of the Owner thereof, the City shall cnnse to be executed,
reg~stex~d by the Paying Agunl/Regtstrar. and delivered a substitute Certificate of like date and tenor, m
exchange and subsutotsan for and upon cancelhuon of such muulated or damaged Cortificate, or in lieu of and
substitution for such Cemficate, lo~t. stolen, or destroyed, subJeCt to the provlssons of subsections lb), lc), (d)
und (e) of this Section.
lb) A~hcat~on and Indemmtv Appln:allan for exchange and substttulton of lost. stolen, destroyed.
damaged, or mulalated Certificates shall he made to the C~ty, In every case the apphcant for a subsumte
Certificate shall furnish to the City such deposst for fees and costs as may he required by the City to save it and
thc Paying Agunl/Reglslrar bsrmless from habihty. In every case of loss. Iheft. or deslruction of a Cert~icate,
the applicant shall also formsh to the L'hty indemmty to the C~ty's nntlnfactxon und shall file with the City
ev~lence to the City's sat~sfactson of thc loss, thefl, or desn'uctmn and of the owuersinp of such Certificate. In
every case of damage or mutilation of a Certificate, the applicant shall surrender thc Cemficnte so damaged or
mutilated to the Paying Agent/Reglslrar.
{c) Matured Certdicates. Notwtthslandmg the foregoing provissons of thru Secnon. in the event any
such Cemficate shall have matured, and no default has occun'ed which is then contmmng in payment of the
pnnc~pal of or interest on thc Cemficates. the City may authorize the payment of the same (without sun-under
thereof except in the case of a damaged or mutdated Certificate) instead of msulag a substitute Certificate. tf any.
prowded ,~.ecunty or indemnity is formshed ns above provided in this Section.
id) Ex~nses of Issuance. Upon the issuance of any substitute Cemficate. the C~ty may charge thc
owner of such Certificate with all Ines and coals recurred m connectson therewith. Every substitute Certificate
issued pursuant to thc provisions of thns Section by vmuc of the fact that any Cemficate is lost. stolen.
destroyed, damaged, or muulated shall constitute a conUactanl obligation of the City. whether or nol the lost,
stolen, destroyed, damaged, or mutdated Cemficate shall he found al any tune. or he cnforccabla by anyone, and
shall he enttded to all the benefits of this Ordinance equally and propertionately w~th any and all other
Certificates duly issued ander this Ordinance
(e) Authornty to Issue Substitute Certificates. This Ordinance shall constitute sufficient anthonty for thc
issuance of any such substitute Cemficate without necessity of further act*on by the Cay or any other body or
person, and the issuance of such substllute Ccraficates is hereby anthonzed, notwithstanding any other provisions
of this Ordinance.
(f) Destruction of I~ud Cemficates. At any ume subsequent Io the payment thereof, the Paying
Agent/Registrar ~s authorized to cancel and deslroy any Certdicates duly pa~d, and promptly after uny such
destmcuon, the Paying Agenl/RegisWar shall furmsh to the City a certificate evidencing such deslructton.
Section 15. Redemotton. The City reserves the right to redeem the Certificates prior to maturity
inthcated ~n the Fo~n of Certificates contained in Section 3 hereof.
Section 16. Defeasunce. Any Certificate shall he deemed to he paid and shall no longer he considered
to be n "Cemficate" within the meaning of this Ordinance when payment of the pnnclpal of and the premium. ~f
any, on such Certdicate. plus ~nterest thereon to the due date then:of Iwhcther such due date be by reason of
matumy or UlX~ redemption as pmwded in tins Ordinance or otherwise) either (i? shall have been made or
caused to be made in accordance with the leans thereof or (ii) shall have been provided for by depositing with
an escrow agent {the "Escrow Agent"). for such payment, la) money sufficient to make such payment or fo)
13
Governmental Obhga*'ons cesttfied by an independent pubhc accountmg Finn of national repala*'on to be of such
n'mtmities and interest pay[]ent dates and to bear such mlerest as will. withont further []vest•out or reinvestment
of either the principal mount thereof or the interest earn[]8 therefm[] (lfliewmc to be held in trust nnd
com[]i*'ed, except as hereinnfter provided), be sulTicienl to []nke such pay[]ent or (c) a combmat[]n of money
and Govem[]ental Obhgatmns together so cetlified to be suffic:em, provided, however, thnt nil the cxpcascs
penal•ns to the Certificates with mspact to which such daposlt is made shah have been pa~d or thc payment
thereof provided for to thc sausfac*'on of the Escrow Agent. Notwithstand[]g anyth[]g hero[] to thc conUary, no
such deposll shall have the effect dascrtbed in this Section ~f made dunng the subetstence of a default in the
payment of any Ccmficalc unless made with respect to all of thc Ccruficates then outstandmg. Any money and
Govemmentul Obhgauons dapomted for such parpo~ shall be held by the Escrow Agent [] a segregated account
in lnmt or escrow for the Owners with respect to which such deposit is []adc and. together with any mvest[]ent
income therefro[], shall be dssbmsed solely to pay the pnncipal of and interest on such Cemficates when due.
No []oney or Goveflonental Obhgntions so deposited shall be invested or re[]vested unless [] Governmenntl
Oblsga*'o~ and unless such money and Governmental Obhgauons not []vested nmi such new []veslments are
together cemfiad by an independent public necoantmg finn of nauonal reparation to be of such nmoants.
[]atontms. and []terest payment dates and to bear such intorest ns will. without further []vestolcnt or
vestment of e~ther the pnncipal amount thereof or the interest enrn[]gs therefrom, be sufficient to make such
payment. At such tunes as a CerUficate shah be deemed to be paid hereunder, as nforesm& they shall no longer
be en*'tled to the benefits of this Ordmance. except for the purpose~ of any such pay[]ent fro[] such []oney or
Governmental Obhgn*'ons.
Section 17. Ordsrmnee a Contract; Amendments. This Ordinance shall constilnte a conwact with the
Owners. from *,me to *,me. of the Certificates. b[]dmg on the City and its successo{s and asssgns, and shall not
be amend.'d or repealed by thc City as long as any CernP. calc •mn,ns outstand[]g except as permitted in this
Section The City []ay. without thc consent of or not,ce to any Owners. amend, change, or []odify this
Ordman~.'e as []ay be required (l) by the provmtons hereof. (ii} in connection with the issuance iff any Add~*'onal
Certificates. (iii) for the purpose of curmg any ambtg[]ty. []consLstoney. or formal defect or ounsston hum[], or
(iv) in connec*,on with any other change which is not to the preJUdice of the Owners. The City nmy. with the
wnUen consent of the Owners ol a []ajority [] aggregate principal amount of Cemficates then outstanding
affected the•by, amend change, modify, or rescind any provisions of this Ordinance: provided, however, that
without thc consent ut all of the Owners affected, no such amendment, change, modification, or rescission shall
(i) cxteod the tune or times of pay[]ent iff the principal of and []terest on the Certificates. •duce the pnnclpal
amount Ihereof to the rote of snterest thereon, or in any other why modify the terms of payment of the prmcipal
of or interest on Addl*,onal Certificates on a panty with the hen of thc Certificates. (ii) gsve any preference of
any Certificate over any other Certificate. (m) extend any wn.ver of default to subsequent defaults, or (iv) reduce
the aggregate pnnc~pal amount of Certsficates reqan'ed for consent to any such amendment, change, •odificaHon.
or resc~ssron. Whenever the City shall desire to make any amend[]ent or add~tion to or rescission iff this
Ordinance requtrmg consent iff the Owners. the City shall cause notice of Ihe amendment, additmn, or rescission
to be g,ven as described nhove for a notice of redempuon. Whenever at any *'[]e with• one year after the date
of the giving of such no*,ce, the City shall receive an []stnnnenl or ms*"u[]ents in wn*,ng executed by the
approprmte number iff Owners iff the Ceruficates then outslandmg affected by any such amendment, adthtion, or
msclssmn requmng the consent ut Owners. which instru[]ent or insmnnents shah refer to the proposed
amendment, add•on, or rescission described [] such notice and shall specifically con~nt to and npprovc the
adoption thereof in substannaHy the form of the copy thereof referred to in such no*'ce, thereupon, but nol
otherws~e, the City may adopt such amendment, addition, or rescsssion in subslantmlly such form. except as
herein provided. No Owner []ay thereafter object to the edopuon of such amendment, ad&*'on, or resc~smon, or
to any of the provlsmas thereof, and such amend[]ent, adth*,on, or rescissmn shall be fully effective for all
purposes.
14
Sectmn 18. Appropnauon. Them is hereby a~iopnaied from funds lawfully available to the City.
iucltuhng unspent p~x:ecds of the Certificates. sufficient money to pay the intcresl on and pnnctpal of the
Ceflificates on October 31. 1994.
Sect,on 19. Other Documents The Mayor and the City Secretary am hereby authorized to execute and
attest to such other documenls, cerld'icales, letters of msmlcl~on, lax mformadon forums, and other ag~ements of
any kind wluch, in the opm,on of Bond Counsel. are necessary or adv,sable m order to issue the Certdicales and
verify IlUtt the mlerest on the Cerhficates will be exempt from gross income of the holders thereof under current
federal tax law.
Section 20. M~scellaneous Provisions. (a) Tules Not Resmct,vc. The utles assigned to the vm~oan
sucuons of flus Ordinance are for convemence only and shall not he considered resmcuve of the subject mailer
of any section or of any ~ of this Ordinance.
(b) Inconsistent Provisions. Ail orders and resoluuons, or paris thereof, wluch l~e in conflict or
iucons,slent with uny provts~on of Ihts Or&nancc are hereby repenled and declared to be mapphcable, and the
provisions of this Ordinance shall he and remain controlling as to the malle~ presenhed herein.
(c) Severabflily. If any wo~d, pltrase, clause, paragraph, senlcnce, Fart. pomon, or provision of this
Ordinance or the apphcation thereof to any person or circumstances shall he held to he invahd, the remainder c~
this Ordinance shall nevertheless he vshd and the Cily hereby declares thnt this Ordinance would hnve been
enacted without such mvulld word. phrase, clause, paragraph, sentence, Fart, portion, or provisions.
(d) Govenung Law. Th,s Ordinance shall be consu'ned and enforced in accordance with the laws of the
State of Texas.
(e) Open Mcedng. The City offic~aily finds and determines the mcxnmg m which this Ordinance ts
adopted was open to the pubhc and that public notice of the tune. place, and purpose of such meeting was given.
ail as rcquu'ed by Chapter 551. Texas Government Code.
(f) lmme&ate Effecl Notwithslandmg any charier provtsmn or other applicable laws. this Ord,nance
shall immedmlely effecuve upon its adoption by the City Council.
PASSED AND APPROVED this Ausust 25, 1994.
/s/Conme Honks
City Secrota~y, City of College Station. Texas
Is/Larry ,I. Ringer
Mayor, City of College Station. Texas
15
EXHIBIT A
THIS PAYING AGENT/REGISTRAR AGI~Iv~NT entered into as of September I. 19~ (the
"Agreement"), by and between the CITY OF COLLEGE STATION, 'I'~XAS (the 'lssueF'), and FIRST
AMERICAN BANK, Bryan, Texas, a Im~.mg co~poraUon duly organized and exmlln~ under the laws of the
Sine of Tcx~ (the '~Bank").
RECITALS
WHEREAS, thc Issuer has duly authorized and provided for thc issuance of its "City of College Station,
Texas CombmaUou Tax and Revenue Certificates of Obhgauon. Series 1994" in the asgregnte amount of
$3,460.000 (thc "Securities"), such Securities to be tssued in faHy registered fm~n only as to the payment of
pdncipoi and interest thereon:
WHEREAS, the Securities arc sebeduled to be dchvered to the imtml purchaser thereof as provuled in thc
'*Ord[]enccs'* (hereinafter defined):
WHF=,REAS. the Issuer has selecied thc Bank to serve as Paying Agcnl/Rcgmtrar in connection with thc
payment of thc principal of. premium, if any. and interest on the Secmities and with re'~pect to thc regisu'atlen.
Ifansfer. and exchflflge th~eof by thc f~glSiered owfle, rs thereof;
WHEREAS. thc Bank bas agreed to serve in such capacities for and on behalf of the Issuer and has full
power and authority to perform and serve as Paying Agcnt/Rcgmlrar for thc Securities:
NOW, THEREFORE. It Is mutually agreed as follows:
ARTICLE I. APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby apprsnts the Bank to serve as Paying Agent with respect
to thc Sa:unties. As Paying Agent for the Securities. the Bank shall be rcsponmble for paymg en behalf of the
Issuer the principal, premium (if ally), end interest on thc Secunfics as thc same become due and payable to thc
registered owners thereoL all tn accordance with this Agrec[]ent and thc Ordinance
Thc Issuer hereby appoints the Bank ~ Reglstrsr with respect to thc Securiltes. As Registrar for the
Sccuriucs. thc Bank shall keep and mamlam for and on behalf of thc Issuer books and records as to the
ownerslup of smd Secunlies and with respect to the transfer and exchange thereof as provided herein and m thc
Orchannce
The Bank hereby accepts its appolnUnent, and agrees to serve as the Paying Agent and Registrar for thc
Secunlles
Section 1.02. Compensation. As compensatten for thc Bank's servsces as Pay[]g Agenl/Regtstrar, the
Issuer he.by agrees to pay thc Bank the fees and amounts set forth [] Schedule A attached hereto for the first
yum' of th~s Agp~ement and thereafter Hie fees and amounts set forth [] the Bank's current fee schedule then []
effect for serv~'..es as Paying Agenl/Reg~stmr for rnumcipahties, whtch shall be supplied to the Issuer en or
before ~0 days prior to the close of thc Fiscal Year of thc Issuer. and shah be effective upon thc first day of the
foilowmg Ftscal Year
In addit[]n, the Issuer agrecs to reimburse the Bank upon its request for MI reasonable expenses.
dtsbursements and advances mcun-ed or made by the Bank in accordance with any of the provmmns hereof
(tnclud[]g the reasonable enmpeasallon and the expenses end (hsburscments of its agents and counsel).
ARTICLE II DEFINITIONS
Section 2.01. Definitions. For all porposcs of this Agreement. except as otherwise expressly provided or
unless thc contexl otherwme reqmres:
"Bank Office' means the pnncipal corporate trust office of thc Bank as inthcated on the signature page
hereof. The Bank wall notify the Issuer m wnUng of any change tn location of thc Bank Office.
"Fiscal Year* means the fiscal year of the Issuer, ending Septemhcr 30.
"Holder" and "Sccor~ty Holder" each means thc Person in whose name a Security ts registe~ in thc
Security Register.
"issuer Request" and "Issuer Otder'* means a written request or order stgnccl m the name of thc Issuer by
thc Mayor of Ihe Issuer. thc Dil~ctor of Finance of thc Issuer, thc City Administrator. of thc City Sccrutary of
the Issuer. any one or more of smd officials, dehvcred to thc Bank.
"Legal Hol~lay" means a day on which the Bank ts rezlUtred or aulhorized to hc closed
"Or(finance" mean the ordinance of the governlag body of thc Issuer pursuant to which thc Securities arc
issued, certified hy the City Seerctary or any other officer of the Issuer and dehvcred to thc Bank
'*Person'* means any inchvidaai, corporaUon, partncrslup, joint venture, association. Joint stock company.
trust, umlicorporatod orgatllZatlon or govemmanl or any agency or po]ltica] SlthdivlSlOn of a government.
"Predecessor Secontlus'* of any particular Security means every prevmus Secortty cvtdancmg all or a
portion of thc sumc obhgatlon as that evidenced by such p~fticular Security (and, for the pu~ of thi.g
defimtion, any mutilated, lost. destroyed, or stolen Security for which a replacement Security has been registered
and dehvamd m lieu theronf pursuant to Section 4 06 hereof and thc Ordinance).
"Redcmplmn Date" when used with respect to any Bond to be redeemed means the date t'Lxed for such
redemption pursuant to thc terms of the Ordinance.
"Responsible Officer*' when used with respect to the Bank means the Chamnan or Vice-Chamnan of the
Board of D~rectors. the Chan'man or Vice-chairman of Ibc Executive Committee of thc Board of Dircctom, thc
President, any Vice Prcmdent. Otc Secrctery. any Assistant Secretary. thc Treasurer. any Assistant Trcasul~'. the
Cashier. any Assistant Cashier. any Trust Officer or Asststent Trust Officer. or any other officer of thc Bank
customarily performing functions similar to those performed by any of the above desq~anted officers and also
means, with respect to a particular cotlx)rutc ffust matter, any other officer to whom such matter is refc~i
becansu of his knowledge of and famthenty with the particular subJeCt
"Security Register" means a rcgtster maintained by the Bank on hchalf of thc issuer prowding for thc
registration and transfer of the gccuflttes.
"Stated Mammy" means the date specked m the Ordinance the principal of a Scconty ts scheduled to hc
due and payable,
Section 2.02. Other Definitions. 3'ne terms "Bank.'* Issuer." and "Securities (Security)" have the
mcamngs assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Regtstrur" refers to the Bank in the performance of the duties and functions of
this Agreement.
ARTICLE III. PAYING AGENT
Section 3.01. Duties of Pa' Aent. As Paying Agent. the Bank shall, provided adequate collected
funds have been provided to tt for such pu~ose by or on behalf of the Issuer, pay on behalf of the Issuec the
pnuc~pal of each Security at ils Stated Maturity. Redemption Date, or Acceleration Date. to the Holdes upon
surrender of the Secm~ty to the Bank at the Bank Office.
As Paying Agent. the Bank shall, provided adequate collected funds have been provided to it for such
puqx~c by or on behalf of tha issue~, pay on hehalf of thc Issuer thc interest on each Sectuity when duc, by
computing the amount of interest to he paid each Holder and prep'mag and sen&ag checks by Umted Slates
Ma~. f'ust class postage p~pmd, on each payment d~m, to the Holders of tha Sucunues (~r their Predecessor
Secoriues) on the respective Record Date, to the address appennag on the Security l~glster or by such other
method, acceplable to the Bank, requested in wnUag by the Holder at the Holder's flsk and expense.
Section 3.02. Pa.yment Dates. The Issuer hereby instructs the Bank to pay the pnuclpal of and interest on
the Secunues on the dates specified in the Ordinance.
ARTICLE IV. REGISTRAR
Section 4.01. Security Register - Transfers and Exchanges. Thc Bank agrees to keep and maintain for
and on hehalf of the Issuer at thc Bank Office books and records (hereto sometimes referred to as the "Sucunty
Resistor") for recording the nmnes and addresses of thc Holders of the Securities. the transfer, exchange, and
replacement of the Securities. and thc payment of the principal of and interest on the Securiues to the Holders
and cantainmg such otho' reformation as may he reasonably required by the Issuer and subject to such
reasonable regulations as the Issuer and the Bank may prescnhe. All Iransfers. exchanges, and replacemcut of
Securities shall be noted m the Security Register.
Every Secunry surrendered for transfer or exchange shall he duly endorsed or he accompamed by a written
instrument of transfer, the signature on which has been guaranteed by an officer of a federal or slate bank or a
member of the Nanonal Assuctatmn of Securiues Dealers. m form sausfactory to the Bank. duly executed by thc
Holder thereof or his agent duly authorized tn writing.
Thc Bank may request any supporting ducumenmUon il feels necessary to effect a re-registrar.on, transfer.
or exchange of the Securities.
To the extent possible and under reasonable cucumslances, thc Bank agrees that. m relation to an exchange
or transfer of Sucuntic~, the exchange or transfer by the Holders thereof will he completed and new Securities
dehvered to thc Holder or the ass~guce of tho Holder m not more than three bumucss days after the receipt of the
Secunues to he cancelled in an exchange or Iransfer and the written instrument of transfer or request for
exchange duly executed by the Holder. or his duly aathonzed agent, m form and manner sattsfac~ to the
Paying Agent/Registrar
Section 4.02. Certificates. Thc Issuer shall provide an adequate inventory of pnnted Securities to
fac~hlate Uansf~rs or exchanges thereof. Thc Bank covenants that thc inventory of printed Securities will be kept
in safekeeping pending their use. and reasonable cam will he exerelscd by the Bank in mamlammg such
Secunues m safekeeping, which shall he not less than the cam mamtmned by the Bank for debt securities of
other political subchvlmoes or corporatsons for winch it serves as rcglst~', or that is maullalucd for ils own
securmes.
Seetion 4.03. Form of Security Renfster. The Bank. as Registrar. will malntem the Security Register
reinUng to Ihe regisU'atmn, payment, transfer, and exchange of the Secuciues in accordance with the Bank's
general prucuccs and procedures m effect from Ume to umc. Thc Bank shaU not he obhgatcd to nmmtmn such
A-3
Security Register m any form other than those which the Bank has cunently avmlable and cu~ently utilizes al
thc tune.
The Secumy Regmler may be mamlmued m written form or in any other form capable of hcmg converted
into wnuen form wtth[] a reasonable t~me.
Section 4.04. List of Securlt Holder~. The Bank wtll provide the Issuer m any time reque~sted by the
Issuer. upon payment of the required fee. a copy of the information contmned in lie Security Register. The
Issuer may also mspe~ the []formmmn coma~ned m the Security Regzster at any tune the Bank :s castomanly
open for bmmess, provu:led 1hat reasonable I~ue is allowed the Bank to prowde an up-to-date hstmg er to
convert the []formauon into written f~.~.
Unless requu'ed by law. the Bank w]U not release or disclose the contents of the Security Relpster to any
person other than to. or al the wmten request of. an authorized officer or employee of the Issuer, except upon
receipt of a court order or as othcrwme required by law. Upon recmpt of a court order md prior to the release
or d~selosure of the contents of the Security Register, the Bank wall not~fy the Issuer so that the Issuer may
contest the court order or such release or chselosure of the contenL~ of the Security Register.
Section 4.0S. I~ptnra of Cancdled Certificates. Thc Bank wdl. at such reasonable intervals as it
determines, suffender to the Issuer. Securities tn leu of wlueh or in exchange for which other Securities have
been issued, or which have been paid.
Section 4.0~. M-*:t,a~d~ Destce,yed~ Lost or Stolen Securities. The Issuer hereby instructs the Bank.
subJeCt to the apphcable provisions of the Ordinance. to dehver and issue SeCurities [] exchange for or tn lieu of
mutilated, destroyed, lost. or stolen SeCunues as long as thc same does not result [] an over issuance.
In case any SeCumy shall hc mutilated, or destroyed, lost or stolen, thc Bank~ [] 1ts diserctton, may
exeCute and deliver a replacement Security of like form and tenor, and in thc same denomination and bearing a
number not contcmporaueously outsatndJng, in exchange and substitution for such munlatod SeCurity. or [] lieu
of and [] substitution lof such destroyed lost or stolen Seem'sty. only after (0 thc filing by the Holder theruef
with thc Bank of evidence satisfactory to thc Bank of thc destruction, loss. or theft of such SeCurity, and of the
authenticity of Ihe ownership thereof and (u) the fmmsh[]g to thc Bank of mdemmficatmn [] an amount
sallStnCtory tO hold the Issuer and the Bank honnless. All expenses and charges assocmted with such []demmty
and with thc preparatmn, execuUon, and delivery of a replacement Security shall be borne by the Holder of the
Security mutilated, or destroyed, lost. or stolen.
Section 4.07. Transaction Information to Issuer. The Bank will. within a reasonable time after receipt
of written request from thc Issuer. furnish the Issuer []fi:trmatmn as to the Secufltles it has prod pu~sannl to
Section 3.01. Securities ti has dchvcrcd upon the transfer or exchange of any Secunl[]s pursuant to Section 401.
and SeCuflttes it has delivered in exchange for o~ Jn lieu of mutilated, deslroyed, lost. or stolen SeCurities
pursuant to Secuon 4.06.
ARTICLE V. THE BANK
Section .%01. Duties of Bank. The Bank undetatkes to perform thc dut2es set forth hc~n and agrecs to
u~ reasonable care In the performance thereof.
Section S.02. Reliance on Documen~ Etc. (a) The Bank may couclustvcly rely, as to the truth of thc
stotements and conectucss of the opinions expressed thereto, on certificates or opinions f[]~shcd to thc Bank.
(b) The Bank shah not be lmble for any err~ of judgment made in good faith by a Responsible Officer.
unless it shall be proved that the Bank was ueghgent [] ascertam[]g the pertinent facts.
A-4
(c) No provtsious of this A~ccment shall requtre thc Bank to expand or ask its own funds or othc~vise
incor any financial linblhty for performance of any of its duUes hereunder, or m thc ex~cisc of any of its rights
or powers, if ~t shall have reasonable grounds ~)r believing that repayment of such funds or adequate indemnity
satisfactopj to it against such rtsks or lmbtiity is not assured to it.
{d) Thc Bank may rely and shall be protected in uctmg or refrmmng from ucung upon any resolutton.
certificate, statement, in,.tmmcnt, opmson, report, notice, requcsl, direction, consenl, order, bond. note. security.
or other paper or document believed by ~t to be genuine and to have been signed or presented by the proper
pa~y or pattxes. Without limiting the generality of the foregoing statement, the Bank need not examine the
ownership of any Securioes, but is protected in setlng upon receipt of Securities containing an endorsement or
msn'ucuou of transfer or power of uansfur whsch appears on ils face to be signed by fide Holder or an agent of
the Holder The Bank shall not be bound to make any investtgauou into the facts or malta's staled m a
rnsolutmn, certificate, statement, instrument, opmien, report, notice, request, chrectlou, consent, ostler, bend, note.
security, or other paper or document supphed by Issuer.
(c) Thc Bank may consult with counsel, and the wnttan advice of such counsel or any opinion of counsel
shall be full and complete aothenzation and protecuon with respect to any ectmn taken, suffered, or omitted by it
hereunder in good froth and m relaance thereon.
(f) The Bank may exercise any of the powers hereunder and peri'omi any duues hereunder either du~ctly
or by or through agents or attorneys of the Bank.
Section S.0.3. Recitals of Issuer. The recllals contained herein with respecl to fide Issuer and m the
Securities shall be tekcn as thc statements of thc Issuer. and thc Bank assumes no responsibdlty for their
COITCCtncss
Thc Bank shall m no event he Imble to thc Issuer. any Holder or Holders of any Security. or any other
Pcrsou for any amount due ou any Sccm'~ty from its own funds.
Section $.04. May Hold St*cud*ins. The Bank. in tls mdxvldual or any other capaczty, may becomc thc
owner or pledgee of Secunlaes and may otherwise deal widi thc Issuer with thc same sights it would have tf it
were not the Paying Agoul/Ragisunr. or any other agent.
Section 5.0S. Moue HeM b Bank. The Bank shall deposit any moucy received from the Issuer into a
trust account to be held in a fiduciary capacity for thc payment of the Securities. with such money in the ascount
that excced the deposit insurance, avndable to the Issuer. provaled by fide ~:edcral Deposit Insurance Coqxnaliou
to be fully collalcrahzed with securioes or obligations dial am ehglble under the laws of thc State of Texas to
secure and be pledged as collateral for trust accounts until thc pnnclpal and interest on such securiuas have been
presented for payment and pard to fide owner thereof. Payments made from such mist account shall be made by
check drown on such trust account unless the owner of such Secunlues shall, al 1ts own expense and risk. request
such other medium of payment
All funds at any time and from time to time provided to or held by the Bank hereunder shall be deemed.
construed, and consJdsred for nit purposes as being provided to or held by the Bank in trust. The Bank
acknowledges, covenants, and represents dial it is acting herein in a fideclm'y capacity m relation to such funds.
and is not ecccptmg, beldiag, admmisteriag, or applymg such funds as a benluag depository, but solely as a
fiduciary for and on behalf of thc Security thereto. Thc Holders shall be entstlcd to thc same preferred clmm and
first lien on the funds so provided as ~c enjoyed by dic beoeficmrics of trust funds generally. Thc funds
prorated to the Bank hereunder shall not he subJeCt to wan'ants, drafts or checks drawn by thc issuer and. except
ns expressly provided berem, shall not be subject Id compromise, setoff, or other charge or diminution by thc
Bank.
A-$
Thc Bank shall bc undo' no hablfity for interest on any money received by it hereunder.
SubJect to thc unclaimed property laws of the State of Texas and any provlsmns in thc Ordinance to thc
contrary, any money depomted wdh the Bank for thc payment of the principal, premiuin (if any). or interest on
any Security and renuuning unclaimed for fllree years after final maturity of thc Security has bucolic duc and
payable will be prod by the Bank to the issuer, and the Holder of such Security shall thereafter look only m the
Issuer for payment thereof, and all habihty of the Bank with respect m such inoney shall thereupon cease. If the
Issuer does not elect, the Bank is directed to report and alL, pose of the lands in coinphance with Title 6 of the
Texas Property Code. as amended.
Section S.06. Indemnifieation. To thc extent permitted by law. the issuer agrees to indemnify the Bank
for. and hold it hnrmless against, any loss, lmbflity, or expense mere'red without negligence or bad faith on ils
pan, arising out of or in connection with its ncceplance or admlinsuatton of its duucs hereunder, including the
co~t and expense against any claim or habdlty in connecuon with the exercise or performance of any of its
powexs or duUes under th~s Agrecinent.
Section 5.07. Interpleader. The Issuer and the Bank agree that thc Bank may seek adjuchcation of any
adverse claiin, deinand, or controversy over its person as well as funds on deposit, in either a Federal or State
Dismct Court located tn the State and County where ulther the Bank Office or the administrative offices of the
Issuer is located, and ngree thai service of process by certified or registered mail, return receipt requested, to the
address referred lo in Section 6.03 of this Agreeinent 'shall constitute adequate service Thc Issuer and the Bank
ftuther agree that the Bank has the right to file a Bdl of Interpleader ut any court of competent .lurisdxcuon to
deteflmne the rights of any I~n clmming any interest berein.
Section S.08. Depository Trust Company Services. Il is hereby represented and warranted thal. in the
event the Secunues are otherwise quald'ied and accepted for 'Deposttory Tmsl Company" services or eqmvaienl
depository ~'ust services by other organlzauons, the Bank has thc capability and, to thc extent within its control.
will comply with thc "Operational An'angements.'* effective August 1, 1987. which estabhshes requirements for
secunl~cs to be eligible for such type depository trust services, incluthng, but not flmited to, reqmrements for the
uineliness of payincnts and funds avallabdity. Imasfer an'nm~und tlinc, and notification of redcinpuons and calls.
Section $.09. Reporting Requirements of Pavinn Anent/Reni~trar. To the extent required by the Code
and the regulations proinulgated and pertatinng thereto, it shall be thc duty of the Paying Agent/Regisn'nr, on
behalf of the Issuer. to report to the ownew of the Bonds and thc Internal Revenue Service (z) the amount of
"reportable payinents", tf any. subject to backup withholding dunng each yew and the amount of lax withheld, tf
any. with respect to payments of the Bonds and (il the amonnl of inte. resl or amount tre, ating as interest on the
Bonds and requlrnd to be included in gross incoine of the owner thereof.
ARTICLE Vl. MISCELLANEOUS PROVISIONS
Section 6,01. Amendment This Agreement may be amended only by an agreement in writing signed by
both ot the partes hereto.
Section 6.02. Assionment. This Agreement may not be assigned by either party without the prior written
consent of the other.
Section 6.0~. Notices. Any request, deinand, authorization. (hrection. notice, consent, waiver, or other
document provided or peronued hereby to be given or furnished to the Issuer or the Bank shall be madnd or
delivered to thc Issuer or the Bank. respecuvely, at thc addresses shown on thc stgnatorc page of dus Agrecincnt.
Section 6,0~. Effect of Hendinns. The A.ruclc and Section headings hurein ~'e for conveinence only and
shall not affect thc cons-auction hereof.
A-6
Section 6,05. Succe~ors aad Am' s. All covenants and a~reements hereto by the Issuer shall bind its
successors and assigns, whether so expressed or nol.
Section 6.06. SeverabHity. lfl case any provision herein shall be mvahd, illegal, or unenforceable, the
validity, legality, and enforcesblhty of the remaining provlmons shall not m any way bc affected or unpah'ed
thereby.
Section 6.07. B~e~ o~reement. Nothing herein, cxpl~ss or tmpbed, shall give to any Person. o~her
than the parties hereto and their successors hereunder, any benefit or any Icgul or equitable right, remedy, or
claim hereunder.
Section &'08. ~emeat. This Agreement and the Ordinance constitute thc entire agreement
between the parties hereto relative to thc Bank acting as Paying Agent/Registrar and tf any conflict exists
between tlus Agreement and the Ordinance, the Ordinanee shall govern.
Section &.09. Counterparts. This Al~cmem may be cxccuted in any number of counterparts, each of
which shall be deemed an OOglflal and all of which shall constitute one and the same Agreement.
Section 6.10. Termlnntion. This Agreement will te~ninatc (i) on thc date of final payment of thc
pnncipal of and interest on the Securities to the Holders thereof or (11) may be earlier termln~ed by either party
upon fi0 days written noUce: provided, however, an e~-Iy termination of this Agreement by edher party shall not
he effccUvc unul (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment
accepted and (b) notice has been given to the Holdev~ of the Securitte~ of the appointment of a successor Paying
Agcnt/Regmtrur. Furthermore. the Bank and Issuer mutually agree tirol thc cffccuve date of an early termluatlon
of tins Agreement shall not occur at any time which would disrupt, de]ay, Or otherwise adversaly affect the
payment of thc Seeuriues.
Upon an early tcrminauon of this Agreemem. thc Bank a~rees to promptly transfer and deliver thc Secority
Register (or a copy thereof), together with other petlinent books and records relating to thc Securities, to the
successor Paying Aganl/Rcg~stmr designated and appointed by the Issuer.
The provmions of Secuon 1.02 and of Article Five shall survive and remain in full force and effect
following thc termmallon of this Agreement.
{Remainder of this page mtenuonally left blank)
A-?
Section 6.11. Governing Law. This A~recment shall be conslrued m accordance w~th and go~med by
the laws of the Sla~e of Texas.
IN WITNESS WHEREOF, the panlas hereto have executed ~hls A~.ement as of the day and year I'u~t
above wnuen.
FIRST AMERICAN BANK
Aues~: Bryan. Texas
By By
Title
(BANK SEAL)
Tille: Exe~uhve Vice President
Address.
CITY OF COLLEGE STATION, TEXAS
By
C,ty Secreuu'y
(ISSUER SEAL)
By
Address:
Mayor
1101 Texas Avenue
College Slation, Texas 771/40
EXECUTION PAGE FOR PAYING AGENT/REGISTRAR AGREEMENT
SCHEDULE A
Paying Agenr0Reg~strar Fee Schedule
No Fee
A-!