HomeMy WebLinkAbout1990-1868 - Ordinance - 11/08/1990ORDINANCE NO. 1868
ORDINANCE AUTHORIT. ING THE iSSUANCE OF $4,800,000 CITY OF
COLLEGE STATION, -i'F. XAS, UTILITY SYSTEM REVENUE BONDS.
SERIES 1990; EXECUTION OF AN PAYING AGENT/REGISTRAR
AGREEMENT; AND ALL OTHER MA'rl'tiRS RELATED THERETO,
INCLUDING IMMEDIATE EFFECTIVENESS
WHEREAS, at an election duly called and held in the City of College Station. Texas
(the "City") on August 13. 1983. more than a majority of the duly qualified resident electors
of the City who participated in the election voted in favor of. among other things, the issuance
of revenue bonds in the aggregate principal amount of $9,500.000 for the purpose of extending
and nnproving the City's existing sanitary sewer system (the "Voted Authorization"); and
WHEREAS. the City hns heretofore issued the following described outstanding bonds
(the "Previously Issued Parity Bonds") to-wit:
CITY OF COLLEGE STATION, TEXAS, UTILITY SYSTEM REVENUE
REFUNDING BONDS, SERIFS 1985, dn~d January 15, 1985. originnHy issued
in the principnl amount of $34,185.000:
WHEREAS, nH of said bonds are to be secured by a pledge of the net revenues fi.mn
the operation of the City's combined waterworks system, sewer system, mid electric light and
power system and am to be on a parity with ench other (and any Parity Bonds, hereinafter
defined, which are nuthorized, issued, and delivered); and
WHEREAS. the Previously Parity Issued Bonds included $4,500,000 in bonds from the
Voted Authorizntion and the City Council of the City deems it necessary and desirable to
proceed with the issuance of n second instnHment of bonds from the Voted Authoriznfion in
the aggregate principal amount of $2,300,000, leaving $2,700,000 of bonds f~om the Voted
Authorization to be issued in one or more instatlments at n Inter date or dates; nnd
WHEREAS, notice of intention to issue the bonds authorized hereby hns been given
by publication thereof in The En~le, a newspnper of general circulation in the City, on
October 22 and October 29, 1990;
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
COLLEGE STATION. TEXAS, THAT;
SECTION 1. BONDS AUTHORIZED. Pursuant to Article I I l I et seq, Vernon's Texas
Civil Statutes. as amended, and other applicable law. the City's bonds are hereby authorized
to be issued to he designated as the "City of College Station. Texas. Utility System Revenue
Bonds. Series 1990" in the aggregate principal amount of $4.800,000, with $! ,000,000 being
issued for the purpose of improving and extending the City's existing water system, with
$2.300,000 being issued for the purpose of extending and improving the City's existing
sanitary sewer system, and $1,500,000 being issued for the purpose of improving and
extending the City's existing electric light and power systems (the "Bonds"). The Bonds are
issued as "Additional Bonds", as such term is defined in the ordinance authorizing the
Previously Issued Parity Bonds, and are in all respects on a parity with the Previously Issued
Parity Bonds.
SECTION 2. DATE& MATURITIF& AND IN-i-sc. RRST RATR.~L The Bonds shall be dated
November 1, 1990, shall be in the denomination of $5,000 or any integran multiple thereof,
shall he numbered consecutively from R-I upward, and shah mature on the maturity date, in
each of the years, and in the amounts, respectively, as set forth in the following schedule and
shah hear interest at the following rates ~ annum:
MATURITY DATE: FEBRUARY I
IN-I't=REST INTEREST
YEAR AMOUNTS RATES YEAR AMOUNTS RATES
1992 $I00,000 8.500% 2000 $400,000 6.500%
1993 100,000 8.500 2001 400,000 6.500
1994 100,000 8.500 2002 400,000 6.500
1995 200,000 8.500 2003 400,000 6 500
1996 300,000 8.500 2004 400,000 6.500
1997 300,000 8.500 2005 500,000 6.500
1998 300,000 8.500 2006 500,000 6 500
1999 400,000 6.875
Such interest shall he payable on February 1. 1991, and semiannually thereaRer on
August I and February I. Sand interest shall he payable to the registered owner of any such
Bond in the manner provided in the FORM OF BONDS set forth in this Ordinance.
SEel'iON 3. RIGHT OF PRIOR REDEMPTION. The City reserves the right to redeom
the Bonds maturing on or after February 1, 2001, in whole or in part in principal amount of
$5,000 or any integrsl multiple thereof, on February I. 2000, or any date thereafter, at the par
value thereof to be redeemed and shah 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.
Notice of such redemption shaH he given as provided in the FORM OF BOND in
Section 5 hereof. If such notice of redemption is given, and if due provision for such
payment is made, the Bonds, or the portions thereof which are to be so redeemed, thereby
automatically shall he redeemed prior to their scheduled maturities, and shah not bear interest
after the date f=Lxed for their redemption, and shall not be regarded as being outstanding except
for the right of the registered owner to receive the redemption price plus accrued interest lo
the date flied for redemption from the Paying Agent/Registrar out of the funds provided for
such payment The Paying Agent/Registrar shah record in the Registration Books all such
redemptions of principal of the Bonds or any portion thereof By the date fixed for any such
redemption due provision shall be made by the City with the Paying Agent/Registrar for the
payment of the required redemption price for the Bonds, or thc portions thereof which are
to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such
notice of redemption is given and if due provision for such payment is made. all ns provided
above, the Bonds, or the portions thereof which are to be so redeemed, thereby automatically
shall be redeemed prior to their scheduled maturities and shah not bear interest after the date
fixed for their redemption and shall not be regarded ns being outstanding except for the right
of the registered owner to receive the redemption price plus accrued mterest to the date fixed
for redemption fxom the Paying Agent/Registrar out of the funds provided for such payment
If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same
maturity date. bearing interest nt the same rate. in any denominntion or denominntions in any
integral multiple of $5,000, nt the written request of the registered owner, and in an aggregate
principal nmoont 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 ns provided
in this Ordinance.
$~,-s-tON 4. PAY1NO AGENT/REGISTRAR. (a) The City shall keep or cause to be
kept at the principal corporate trust office of the Paying Agent/Registrar herein nnmed, or such
other bank, trust company, financial institution, or other entity duly qualified nnd legally
authorized to serve nmi perform duties of and services of Paying Agent/Registrar. named in
accordance with the provisions of (g) of this Section (the Paying Agetu/Regsstrar"}, books or
records of the registration and transfer of the Bonds (the "Registration Books"), and the City
hereby appoints the Paying Agent/Registrar ns its registrar and transfer agent to keep such
books or records and make such transfers and registrations under such reasonable regulations
ns the City nnd Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall
make such transfers and registrations ns herein provided. It shah be the duty of the Paying
Agent/Registrar to obtain fxom the registered owner and record in the Registration Books the
address of such registered owner of each Bond to which payments with respect to the Bonds
shall be mailed, as herein provided. The City or its designee shah have the right to respect
the Registration Books during regular business hours of the Paying Agent/Registrar. but
otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless
otherwise required by law. shah not permit their inspection by any other entity. Registration
of each Bond w. ny be transferred in the Registration Books only upon presentation and
surrender of such Bond to the Paying Agenl/Registrar for transfer of registration and
cancellation, together with proper written instruments of assignment, in form and with
guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the nssigomeot
of the Bond, or any portion thereof in any integral multiple of $5,000, to the nsslgnee or
assignees thereof, and the right of such assignee or assignees. Upon the nssigoment and
transfer of any Bond or any portion thereof, a new substitute Bond or Bonds shall be issued
in exchange therefor m the manner herein provided.
(b) The entity in whose nsme any Bond shah be registered in the Registration
Books at any time shaH be treated ns the absolute owner thereof for aH purposes of
Ordinance, whether or not such Bond shall be overdue, and the City and the Paying
Agent/Registrar shah not be affected by any notice to the contrmy 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. AH such payments shah 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 nppomts the Paying Agent/Reglstrttr to act ns 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 Bonds, all as provided in this Ordinance. The Paying
Agent/Registrar shall keep proper records of all payments made by the City and the Paying
Agent/Registrar with respect to the Bonds. and of all exchanges of such Bonds, and all
replacements of such Bonds, ns provided in this Ordinance.
(d) Each Bond may be exchanged for fully registered Bonds in the manner set forth
herein. Each Bond issued and delivered pursuant to this Ordinance, to the extent of the
unpaid or unredeemed principal balance or principal amount thereof, may, upon surrender of
such Bond at the principal corporate 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 anthorized attorneys or representatives, with guarantee of signatures
satisfactory to the Paying Agent/Registrar, at the .option of the regsstered 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 BONDS set forth in this Ordinance, in the
denomination of $5,000, or any integral multiple of $5,000 (subject to the requirement
hereinafter stated that each substitute Bond shall have n single stated maturity dale), 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, and payable to the nppropriale registered owner, assignee, or assignees, as
the case may be. If n portion of any Bond shall be redeemed prior to its scheduled maturity
ns provided herein, n substitute Bond or Bonds having the same maturity date, bearing interest
al the same rate, in the denominalion or denominations of any integral multiple of $5,000 at
the request of the registered owner, and in an aggregale 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 shah have the same principal maturity dale and bear interest at the same
rate ns the Bond for which it is being exchanged. Each substitute Bond shall bear n letter
and/or number to distinguish it from each other Bond. The Paying Agent/Registrar shall
exchange or replace Bonds ns provided herein, and each fully registered Bond delivered in
exchange for or replacement of any Bond or portion thereof ns permitted or required by any
provision of this Ordinance shall constitute one of the Bonds for all purposes of this
Ordinance, and may again be exchnnged or replaced. It is specifically provided, however, that
any Bond delivered in exchange for or replacement of another Bond prior to the f'u'st
scheduled interest payment date on the Bonds (as stated on the face thereof) shall be dated
the same date as such Bond, but each substitute Bond so delivered, unless such Bond is
delivered on an interest payment date, in which case it shall be daled ns of such date of
delivery; provided, however, that if at the linde of delivery of any substitute Bond the interest
on the Bond for wluch it ~s being exchanged has not been paid, then such Bond shall be
dated ns of the date to which such interest has been paid in full. On each substitute Bond
issued in exchange for or replacement of any Bond or Bonds issued under this Ordinance
there shall he printed thereon a Paying Agent/Reglstrar's Authentication Certificale, in the
form hereinafter set forth. An authorized representative of the Paying Agent/Registrar shall.
before the delivery of any such Bond, date such by dating the Authentication Certificate in
the manner set forth above, and manually sign such Certificate. and no such Bond shall be
deemed to be issued or outstanding unless such Certificate is so executed. The Paying
Agent/Registrar promptly shall cancel all Bonds surrendered for exchange or replacemant No
additional ordinances, orders, or resolutions need be passed or adopted by the City Council
or any other body or person 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 pre~eribed herein, and said
Bonds shall be of type composition printed on paper with lithographed or steel engraved
borders of customary weight and strength pursuant to Article 717k-6, Vemon's Texas Civil
Statutes, as amended, and particularly Section 6 thereof, the duty of such exchange or
x~'placement of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar. and
upon the execution of the aforementioned Paying Agent/Registrar's Authentication Certificate.
the exchanged or replaced Bond shall be valid, incontestable, and enforceable in the same
manner and with the same effect as the Bonds which originally were delivered pursuant to this
Ordinance, approved by the Attorney General, and registered by the Comptroller of Public
Accounts. Neither the City nor the Paying Agent/Registrar shall be required (1) to issue,
transfer, or exchange any Bond subject to redemption during a period beginning at the opening
of business l$ days before the day of the Exist 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 Bond after it is selected for redemption, in whole or m part, when such redemption is
scheduled to occur within 30 calendar days; provided, however, thai such limitaiJon shall not
be applicable to an exchange by the owner of the uncaHed principal balance of a Bond.
(e) All Bonds issued in exchange or replacement of any other Bond or portion thereof,
(i) shah be issued in fully registeserl form. without interest coupons, with the principal of an
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) shah 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 BONDS set forth in this Ordinance.
(0 The City shah pay ah of the Paying Agent/Registrar's reasonable and customary
fees and charges for making transfers, conversions, and exchanges of the Bonds in accordance
with an agreement between the C~ty and the Paying Agant/Registrar, but the registered owner
of any Bond requesting such transfer shah pay any taxes or other governmental charges
required to be prod with respect thereto. In addition, the City hereby covenants with the
registered owners of the Bonds that it will pey the reasonable and standard or customary fees
and charges of the Paying Agent/Registrar for its services with respect to the payment of the
principal of, premium, if any, and interest on the Bonds, when due.
(g) The City covenants with the registered owners of the Bonds that at all times while
the Bonds are outstanding the City will provide a competent and legally qualified bank, trust
company, financial institution, or other entity duly qualified and legeHy authorized to serve as
and perform the duties and services of Paying Agent/Registrar, to act as and perform the
services of Paying Agent/Registrar for the Bonds under this Ontinance, and that the Paying
Agent/Registrar will be one entity. The City reserves the right to, and may, at its option,
change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying
Agent/Registrar In thc event that the entity at any time acting as Paying Agent/Registrar (or
its successor by merger, acquisition, or other method) should resign or otherwise cease to act
as such, the City covenants that 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 exercise trust powers, subject to supervision or examination by federal or state authority,
and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act
as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying
Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the
Rcgistration Books (or a copy thereof), along with all other pertinem books and records
relating to the Bonds, to the new Paying Agent/Registrar designated end appointed by the
City. Upon any change in the Paying Agent/Registrar, the City promptly will cause a written
notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the
Bonds, by United States mail, postage prepaid, which notice also shall give the address of the
new Paying Agent/Registrar. By accepting the position and pedonnh~ as such, each Paying
Agent/Registrar shall he deemed to have agreed to the provisions of this Ordinance. and a
certified copy of this Ordinance shah be delivered to each Paying Agent/Registrar.
SECTION 5. FoRblS. The form of the Bonds, including the form of Paying
Agent/Registrar's Certificate, the form of Assignment, and the form of ~ Comptroller's
Registration Certificate to accompany the Bonds on the initial delivery thereof, shah be.
respectively, substantially ns follows, with such appropriate variations, omissions, or insertions
as are permitted or required by this Ordinance:
FORM OF BONDS:
NO.__ $.
United States of America
State of Texas
CITY OF COLLEGE STATION. Tt~XAS,
UTILlTY SYSTEM
REVENUE BOND, SERIES 1990
MATURITY DATE INTERJ35T RATE ORIGINAL ISSUE DATE CUSIP
% November 1, 1990
ON THE MATURITY DATE, SPECIFIED ABOVE, THE CITY OF
COLLEGE STATION, TEXAS (the "City"). hereby promises to pay to
, or the registered assignee hereof (either being
hereinafter called the **registered owner") the principal amount of
and to pay interest the~on, from the original issue date of this Bond, specified
above, to the date of its scheduled maturity or the date of its redemption prior
to scheduled maturity, at the rate of interest per annum, specif'md above, with
said interest being payable on February I, 1991, and semiannually on each
August I and Febma~ I thereafter.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in
lawful money of the United States of America, without exchange or collection
charges. The prmcipai of this Bond shall be pard to the registered owner hereof
upon presentation and surrender of this Bond at maturity or upon ~he date fi~ed
for its redemption prior to the maturity, at the principal corporate trust office
of FIRST CITY, TEXAS - HOUSTON, N.A, HOUSTON, TEXAS, which
is the "Paying Agent/Registrar" for lhis Bond. The payment of interest on this
Bond shall he made by the Paying Agent/Registrar to the registered owner
hereof ns shown by the Registration Books kept by the Paying Agont/Registrar
nt the close of business on the Record Dam thereafter described) by check
drawn by the Paying Agent/Registrer on, and payable solely from, funds of the
City required to be on deposit with the Paying Agent/Registrar for such purpose
ns hereafter provided; and such check shana he sent by the Paying
Agent/Registrar by United States nuti], postage prepaid, on each such interest
payment date, to the registered owner hereof at its address ns it appears on the
Registration Books kept by the Paying Agent/Registrar, ns hereinafter described.
The record date ("Record Date") for the interest payable on any interest
payment date means the C~fleenth calendar day of the month next preceding a
scheduled interest pnymem, in the event of a non-payment of interest on n
scheduled payment date, and for 30 days thereafter, a new record date for such
interest payment (a "Speciai Record Date") wRI he established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been
received f~om the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (the "Special Payment Date",
which shana he 15 calendar days after the Spec'uti Record Date) shana he sent
at least five business days prior to the Special Record Date by United States
mad. first class, postage prepaid, 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 date payment of principal, prenuum, tf any, and interest payment for
this Bond is due it will make available to the Paying Agent/Registrar the
amounts required m provide for the payment, in immediately available funds.
of nil principal of, premium, if any, and interest on the Bonds, when due, in
the manner set forth in the ordinance authorizing the issuance of the Bonds
adopted by the City Council of the City on November 8. 1990 (the
"Ordinance").
THE TERMS AND PROVISIONS of this Bond are continued on the
reverse side hereof and shall for all proposes have the same effect as though
folly set forth at this place
-7-
*IF THE DATE for the payment of the principal, premium, if any, of
or interest on this Bond shall be a Saturday. a Sunday, a legal holiday, or a day
on which banking institutions in the city where the Paying Agent/Registrar ~s
located are authorized by law or executive order to close, then the date for such
payment shall be the next succeeding day which is not such a Saturday, Sunday.
legal holiday, or day on which banking institntion~ are authorized to close: and
payment on such date shall have the same force and effect as if made on the
original date payment was due.
*THIS BOND is one of a Series of Bonds of like tenor and effect.
except as to denomination, number, maturity, interest rate, and right of prior
redemption, issued m the aggregate principal amount of $4,800.000. with
$1,000.000 being issued for the purpose of improving and extending the City's
existing water system, with $2,300,000 being issued for the purpose of
extending and improving the City's existing sanitaD' sewer system, and
$1,500.000 bein~ issued for the purpose of improving and extending the City's
existing electric light and power systems
*THE BONDS of this series scheduled to mature on and after February
1, 2001 may be redeemed prior to their scheduled maturities, in whole, or in
pan in principal amounts of $5,000 or any integral multiple thereof, at the
option of the City, on February 1. 2000, or on any date thereafter, for the
principal amount thereof plus accrued interest to the date fixed for redemption
*AT LEAST 30 days prior to the date for any such redemption, a notice
of such redemption shall be published one time in a fmancial joumal or
publication of general circulation in the United States of America canying as
a regular fealure notices of municipal Bonds called for redemption Such notice
also shall be sent by the Paying Agent/Registrar by United States mail. first-
class postage prepaid, at least 30 days prior m the date f'med for any such
redemption, to the registered owner of each Bond, or portion thereof to be
redeemed, at its address as it appeared on the Registration Books on the 45th
day prior to such redemption date and to major securities depositories, national
bond rating agencies, and bond information services; provided, however, that the
failure to send, mail. or receive such notice, 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. and the publication of notice as
described above shall he the only notice actually required in connection with or
as a prerequisite to the redemption of any Bonds. By the date fixed for any
such redemption, due provision shall be made by the City with the Paying
Agent/Registrar for the payment of the required redemption price for this Bond
or the portion hereof which is to he 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 thereof which is to be so redeemed, thereby automatically shall be
redeemed prior to its scheduled lnaturity, and shall not hear interest after the
date ftxed for its redemption, and shah not be regnnted ns being outstanding
except for the right of the registered owner to receive the redemption price plus
accrued interest to the date fixed for redemption from the Paying Agent/
Registrar out of the funds provided for such payment. The Paying Agent/
Registrar shnH record in the Registration Books ail such redemptions of
principal of this Bond or any portion hereof. If a portion of any Bond shnH be
redeemed a substitute Bond or Bonds having the sm-ne maturity date, bearing
interest at the same rate, in any denomination or denominations in any integral
multiple of $5,000. at the written request of the registered owner, and in
aggregate principal amount equal to the unredeemed pottton thereof, will be
issued to the registered owner upon the surrender thereof for cancellation, at the
expense of the City, ail as provided in the Ordinance.
*ALL BONDS OF THIS SERIES are issuable solely as fully registered
Bonds, without interest coupons, in the denomination of any integral multiple
of $5.000. As provided in the Ordinance, this Bond, or any unredeemed portion
hereof, may. at the request of the registered owner or the assignee or assignees
hereof, be assigned, transferred, and exchanged for a like aggregate principal
amount of fully registered Bonds. without interest coupons, payable to the
appropriate registered owner, assignee, or assignees, ns the case may he, having
the same maturity date, and hearing interest at the same rate, in any denemina-
tion or denominations in any integral multiple of $5,000 as requested in writing
by the appropriate registered owner, assignee, or assignees, as the case may be.
upon surrender of this Bond to the Paying Agent/Registras for cancellation, ail
in accordance with the form and procedures set forth in the Ordinance. Among
other requirements for such assigmnent and transfer, this Bond must be
presented and surrendered to the Paying Agent/Ragistrar, together with proper
instruments of assignment, in form and with guarantee of signatures satisfactory
to the Paying Agent/Registrar. evidencing assignment of this Bond or any
portion or portions hereof in any integral multiple of $5,000 to the assignee or
assignees in whose name or names this Bond or any such portion or portions
hereof is or are to he transferred and registered. The form of Assignment
printed or endorsed on this Bond may be used to evidence the nss~gnment of
this Bond or any portion or portions hereof frmn time to time by the registered
owner. The City shah pay the Paying Agent/Registras's reasonable standard
or customary fees and charges for transferring, converting, and exchanging any
Bond or portion thereof; provided, however, that any taxes or govermnental
charges required to be paid with respect thereto shall he paid by the one
requesting such transfer, conversion, and exchange In any circumstance, neither
the City nor the Paying Agent/Registrer shnH he required {1) to make any
transfer or exchange during a period beginning at the opening of business 15
days before the day of the f'u'st mailing of n 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
shnH not be applicable to an exchange by the registered owner of the uncnHed
principal balance of a Bond.
-9-
*IN THE EVENT any Paying Agent/Registrar for the Bonds is changed
by the City. resigns, or otherwise censes to act ns such. the City has covenanted
in the Ordinance that it promptly will appoint a competent and legally qualified
substitute therefore, and promptly will cause written notice thereof to he mailed
to the registered owners of the Bonds.
*BY BECOMING the registered owner of this Bond. the registered
owner thereby acknowledges all of the terms and provisions of the Ordinance,
agrees to he bound by such t~.~ns and pmvisinns, 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 constitut~ a contract between each registered owner hereof
and the Ctty.
*THE CITY has reserved the right, subject to the restrictions stated in
the Ordinance, to issue additional parity revenue Bonds which also may he
made payable from. and secured by. n first lien on and pledge of the "Net
Revenues" of the City's combined waterworks system, sewer system, and
electric light and power system (ns defined and described in the Ordinance)
*THE REGISTERED OWNER HEREOF shall never have the right
to demand payment of this obligation out of any funds raised or to be raised
by taxation, or fTom any source whatsoever other than the aforesaid Net
Revenues.
IT IS HEREBY certified and covenanted that this Bond has been duly
and validly authorized, issued and delivered; that nH acts, conditions, and things
required or proper to he performed, exist, and he done precedent to or in the
authorization, issuance, and delivery of this Bond have been performed, existed,
and been done in accordance with law; that this Bond is a special obligation;
nnd thet the principal of. premium, if any. 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 WHEREOF, the City Council has caused the seal of
the City to he 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 Secretary
COUNTERSIGNED:
City Secretary, City of
College Station
SEAL)
xx~J~xxx~
Mayor, City of College Station
City of College Station
FORM OF PAYING AGENT/REGISTRAR'S
AUTHENTICATION CERTIFICATE
PAYING AOENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions
of the Ordinance described on the face of this Bond; and that this Bond has
been ~ssued 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 Anomey
General of the State of Texas and regis~.~ed by the Comptroller of Public
Accoums of the State of Texas.
Dated
I'IRST CITY, TEXAS - HOUSTON, N.A.,
HOUSTON, TEXAS
Paying Agent]Registrar
By.
Authorized Representative
FORM OF STATEMENT OF INSURANCE
*STATEMENT OF INSURANCE
Municipal Bond Guaranty Insurance Policy No. __ (the
"Policy") with respect to payments due for principal of and
interest on this bond has been issued by AMBAC Indemnity
Corporation ("AMBAC Indemnity"). The Policy has been
delivered to the United States Trust Company of New York, New
York, New York as the Insurance Trustee under said Policy and
will be held by such Insurance Trustee or any successor
insurance trustee. The Policy is on fie and available for
inspection at the principal office of the Insurance Trustee and a
copy thereof may be secured from AMBAC Indemnity or the
Insurance Trustee. All payments required to be made under the
Policy shall be made in accordance with the provisions thereof.
The owner of this bond acknowledges and consents to the
subrogation rights of AMBAC Indemnity as more fully set forth
in the Policy.
FORM OF ASSIGNMENT
*ASSIGNIVlENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
un~o
Please insert Social Security or Taxpayer Identification Number of Transferee
/- l
(Please print or typewrite name and nddress, including zip code of Transferee)
the within Bond and ~dl rights thereunder, and hereby irrevocably constitutes
and appomts attomey to register the
transfer of the within Bond on the books kept for registration thereof, with full
power of substitution in the prenfises.
Dated:
Signature Guaranteed:
NOTICE: Signatures(s) must be
guaranteed by a member of the
New York Stock Exchange or a
commercial bank or trust company.
NOTICE: The signature above must
correspond with ~he name of the
Regiztered Owner az it appears upon
the front of this Bond in every
particular, without alteration or
enlargement or any change whatzoever
The following abbreviations, when used in the Assignment above or on
the face of the within Bond, shall be construed az though they were written out
in full according to the applicable laws or regulations:
TEN COM -
TEN ENT -
~T TEN -
ns tenants in common
as tenants by the entireties
as joint tenants with right of survivorship and not as
tenants in common.
UNIF OIFI~ MIN ACT - Custodian
(Cust)
under Uniform Gifts to Minor Act
(Minor)
(State)
Additional abbreviations may also be used though not in the list above.
FORM OF COMPTROLLER'S CERTIFICATE (PRINTED ON OR
ATrACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF)
OFFICE OF COMPTROLLER :
STATE OF TEXAS :
REGISTER NO.
I hereby certify that this Bond has been examined, certified az to
validity, and approved by the Auomey General of the State of Texas, and that
this Bond has been registered by the Comptroller of Public Accounts of the
State of Texas.
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Wltuess my signature and seal this
(SEAL)
Comptroller of Public Accounts of
the State of Texas
Sgt-~tON 6. DEFINITIONS. In nddition to other terms defined in this Ordinance, as
used in this Ordinance, the following terms shall hnve the meanings set forth below, unless
the text hereof specRically indicates otherwise:
(a) The term "Additional Bonds" shall mean the additional purity obligations which
the City reserves the right to issue in the future, as provided in Section 13 of this Ordinance.
(b) The term "AMBAC Indemnity" shall mean AMBAC Indemnity Corporation, a
Wisconsin-domiciled stock insurance company.
(c) The terms "Bond" or "Bonds" shall mean one or more, as the case may be, of the
Bonds authorized to be issued by this Ordinance
(d) The term "Bond Fund" means the fund provided for in Section 13 of the
Ordinance (hereinafter called the "Refunding Ordinance"} authorizing the issuance of the
"Previously Issued Parity Bonds."
(e) The terms "City" and "Issuer" shall mean the City of College Station, Texas, or
where appropriate the City Council thereof.
The term "City Council" shall mean the governing body of the City.
(g) The term "Junior Lien Certificates" shall mean the following certificates of
obligation issued by the City bearing the dntes, in the original principal amounts and finally
maturing as set forth below, to-wit:
Date Princ'_mal Amount Final Maturity
10-23-81 400,000.00 I 0-23-91
4-17-84 440,000.00 4-17-94
6-11-84 400,000.00 6-11-94
6-15-84 393,000.00 6-15-99
(h) The term "Municipal Bond Guaranty Insurance Policy" shall mean the municipal
bond guaranty insurance policy issued by AMBAC Indemnity insuring the payment when due
of the principal of and interest on the Bonds as provided therein.
F.f "- ~" 7 O
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(i) The term "Net Revenues" means the gross revennes of the System less the
reasonable expenses of operation and maintenance of the System.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 plato 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 shaH be deducted in
determining the "Net Revenues".
(j) The term "Parity Bonds" shall mean collectively the Previously Issued Parity
Bonds, the Bonds, and any Additional Bonds.
(k) The term "Parity Bonds Ordinances" shall mean collectively the ordinances
authorizing the Parity Bonds.
(1) The term "Permitted Investments" means one or more of the following:
(1) direct obligations of (including obligations issued or held in book entry
form on the books of) the Department of Treasury of the United States of America;
(2) obligations of any of the following federal agencies wh/ch obligations
represent full faith and cred/t of the United States of America, including:
Export - Import Bank
- Farmers Home Adminhtration
- U.S. Maritime Administration
- Small Business Administration
- Government National Mortgage Association (GNMA)
- U.S. Depa, h,,ent of Housing and Urban Development (PHA's)
- Federal Housing Administration
(3) bonds, notes, or other evidences of indebtedness rated "AAA" by Standard
& Poor's Corporation and "Aaa" by Moody's Investor Service issued by the Federal
National Mortgage Association or the Federal Home Loan Mortgage Corporation with
remaining maturities not exceeding three years; or
(4) other forms of investments permitted by law and approved in writing by
AMBAC Indemnity with notice to Standard & Poor's Corporation
(m) The term "Previously Issued Parity Bonds" shah mean the outstanding bonds
named in the preamble to this Ordinance.
(n) The term "Reserve Fond" shall mean that fund described in Section I0 hereof.
(o) The term "Reserve Minimum" is detrmed in Section 13(e) hereof.
(p) The term "Systems" shah mean the City's combined waterworks system, sewer
system, and electric light and power system, including all presem and future extensions.
enlargements, additions. ~place~r~nts, and improvements thereto.
(q) The "Systems Fund" shall mean that fund described in Section 9 hereof
(r) The term "Year" or "fiscal year" shidl mean the regular fiscal year used by the
City in connection with the operation of the System, which may he any 12 consecutive months
period established by the City.
SF.,CTION 7. PLeDgE. The principal of the Parity Bonds. premium, ti' any, and any
interest payable thereon, are and shah he secured by and payable from a Fu'st lien on nnd
pledge of the Net Revenues, and the Net Revenues are further pledged irrevocably to the
estnblishment and maintenance of the Funds created by the Parity Bonds Ordinances The
Parity Bonds are not and wall not he secured by or pnyable from n mortguge or deed of trust
on any real, personal, or mixed properties constituting the Sysmms. The registered owners
of the Parity Bonds shall never hnve the right to demand payment of such obligations out of
any funds raised or to he raised by taxation, or from any source whatsoever other than the Net
Revenues. This Ordinance shall not he construed ns requiring the City to expend any funds
which are derived from sources other than the operation of the Systems, but nothing herein
shah he construed ns preventing the City from doing so.
S~CTION 8. RATES. The City covenants and agrees with the holders of the Parity
Bonds that it will:
(a} frs and maintain rates and collect charges for the facilities and services nfforded
by the Systems which will provide revenues sufficient at ah times:
(1) to pay ah operation, maintenance, deprecation, replacement, and
bettenneot charges of the Systems:
(2) to estnhlish and mnimain the Bond Fund;
(3) to generate in each year Net Revenues equal to 1.25 thnes the
maximum annual requirements for the payment of the principal of and interest
on the Parity Bonds at the time outstanding (although amounts shah he paid
into the Bond Fund only in accordance with Section 9 hereoD;
(4) to pay aH indebtedness outstanding against the Systems, other than
the Parity Bonds, including the Junior Lien Certificates as and when the same
become due: and
lb) deposit ns collected all revenues derived from the operation of the Systems into
the Systems Fund.
SEi.-r~ON 9. FLOW OF FUNI~. There has been created and established on the books
of the City. and accounted for separate and apnrt from all other funds of the City. a special
Systems Fund All gross revenues derived from operation of the Systems are and shall be
credited to the Systems Fund immediately upon receipt. The necessary and rensonable
expenses of operation and maintenance of the Systems shall Fa-st be paid from the Systems
Fund. The City shall then make substantially equally monthly payments into the Bond Fund
(commencing with respect to the Bonds and any Additional Bonds m~ the date of delivexy m
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 nmounts required to meet the
interest and principal payments falling due on or before the next matunty date of the Panty
Bonds. The City shah, at least five days prior to February 1, 1991, and each August I and
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February I theren_~r, 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 such August I or February I. In addition, from the Net
Revenues available in the Systems Fund, the city shall make substantially equal monthly
payments into the Reserve Fund commencing with the first of the month next succeeding the
date of delivery of the Bonds to the initial purchasers thereof oue-sixtieth of the maximum
annual principal and interest requirements on the Bonds, until such thne as an amount equal
to the Reserve Minimum is on deposit in the Reserve Fund. In no event shah any amount
in excess of the amounts stated above be placed hi the Bond Fund for the payment of the
interest on or principal of the Parity Bonds, and any amount so placed may he 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 afar paying
the amounts reqmred to be paid into the Bond Fund and the Reserve Fund, may be used for
any lawful purpose.
SECTION 10. RF.~ERVE FUND Tbere is hereby created at the depository bank of the
City a separate fund to be designated "Utility Systems Bonds Reserve Fund" Ithe "Reserve
Fund") to be used to make debt service payments on the Parity Bonds when the payments
described in Section 9 hereof are insufficient for such purpose. The Reserve Fund shall be
funded as described in Section 9 and may be reduced as Parity Bonds are paid or defeased
so long as the Reserve Minimum is on deposit and maintained therein Money in the Reserve
Fund shah be used to make the last payments on the Parity Bonds; provided, however, that
any money remaining therein after ah of the Parity Bonds are paid or defeased may be used
by the City for any lawful purpose.
SECTION 11. INVF.,VrMENTS. Money in any fund established by the Parity Bonds
Ordinances may. at the option of the City, be placed or invested in la) Permitted Inveslments
or lb) certificates of deposit or time deposits with any bank or savings institution which is
insured by Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance
Co~3oration, provided that such certificates of deposit or time deposits, to the extent that they
exceed the amounts covered by such insurance, are fully secured in the manner required by
law and provided further that each of the aforesaid obligations, certificates, and time deposits
shall mature, or be subject to redemption at the option of the owner or holder thereof, within
not more than ten years from the date of the making of the investment. Any obligation in
which money fi'om the Bond Fund are so invested shall he kept and held in the depnsito~y
bank of the City in escrow and in trust for the benefit of the owners of the Parity Bonds, and
shall he promptly sold and the proceeds of sale applied to the making of any payments
required to be made from the Bond Fund. Except as described in Section 21, all such
inveslments shall have come and all earnings on such investments shall be credited to, and
losses thereon charged against, such Fund. Notwithstanding any provision hereof to the
contrary, any investment of money in the Bond Fund shah he made so as to mature or be
subject to rederoption at the option of the owner or holder thereof on or prior to the date or
dates on which money therefrom will be required
SECTION 12. FUNDS SECURED Money m all Funds created by this Ordinance, to the
extent not invested, shall be secured in the manner prescribed by law for securing fonds of
the City.
S~CTION 13. ADDITIONAL BONI)S. In addition to inferior lien obligations, 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 he 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 he in all respects
of equal dignity. It is provided, however, that no Addillonal Bonds shall he 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 satisf~l;
(b) 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 (ii) below, determined independently and certified by
an independent firm of ce~ified public accountants, based upon an annual audit of the books
of the Systems,
(c) After all the Previously Issued Parity Bonds are no longer outstanding,
(1) An independent f'mn of certified public accountants, based upon an annual
audit of the books of the Systems, certifies that the net earnings of the Systems 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:
(i) at least 1.40 times the average annual requirements for the payment
of principal and interest 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
(ii) 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
System for the period covered thereby were, in either case, less than required above, and a
change in the rates and charges for the services afforded by the System became effective at
least 60 days prior to the scheduled date of adoption of the ordinance authorizing such
Additional Bonds, then such Additional Bonds may nevertheless he issued if mi independent
engineer or engineering finn having a favorable reputation with respect to such matters
ce~ifies 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 (h) 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 he charged to capital expenditures or depreciation; and
(d) Such Additional Bonds or other evidences of indebtedness are made to mature on
February 1 in each of the years in which they are scheduled to mature
(e) The entire issue of such Additionnl Bonds is insured in a mnnner 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
Corporation in the same or a higher rating category than the insured obligations of the
Association (at the time such Additional Bonds are to he issued) or the City shaH establish
a reserve fund for such Additionnl Bonds by any method or comb~ation of methods that the
City deems reasonable and approprtal~ provided that (i) the amount of such reserve fund (or
coverage of any surety bond in lieu thereof) shall nt least equal the maximum annual debt
service requirements of such Additional Bonds, not to exceed the maxunum then permitted by
applicable regulations, procedures, or published rulings of the Internal Revenue Service tthe
"Reserve Minimum"): (ii) if any cash reserve fund is funded by making transfers of Net
Revenues in the System Fund, such transfers shall he raade each month in an amount
reasonably sufficient to reach the Reserve Minimum within a period of not more than five
years after such Additional Bonds are sold and delivered: and (iii) such reserve fund shaH be
for the equal benefit of the owners of (x) such Additional Bonds, (y) any Parity Bonds
theretofore issued which are not insured m a manner similar to the Bonds, and (z) any
Additional Bonds thereafter issued which nm not so insured.
SEL-rlON 14. GENERAL COVRNANT~. The City further covenants, warrants, and
ng~es 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 faithfully perform at aH 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 he 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 Fund, and any
owner of the Parity Bonds may require the City, its officials and employees, to carry out,
respect, or enforce the covenants and obligations of the Parity Bonds Ordinances by aH legal
and equitable means, including specifically, but wttbout limitation, the use and Fling of
mandamus proceedings in any court of competent jurisdiction against the City, its officials and
employees.
(b) CITY'S LEGAL AUTHORITY. It is a duly created and existing hume rule city
of the State of Texas, and is duly authorized under the laws of the State of Texas to create
nmi issue the Panty Bonds: all action on its part for the creation and issuance of said
obligations has been duly and effectively taken; and said obhgations 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.
(c) TITLE. It has or will obtain lawful title to the lands, buildings, structures, and
facilities constituting the Systems; it will defend the title to aH the aforesaid lands, buildings.
structures, and facilities, and every part thereof, for the benefit of the holders and owners of
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the Parity Bonds. against the claims and demands of ail 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 rights
(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 lawfully
imposed upon it or the Systems: it will pay all lawful claims for rents, royaities, labor,
materials, and supplies which if unpaid might by law become a lien or charge thereon, the
lien of which would be prior to or interfere with the liens hereof, so that the priority of the
liens granted hereunder shail be fully presented in the manner provided herein; and it will not
create or suffer to be created any mechanic's, laborer's, materiaiman'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 he impaired, provided, however, that no such tax. assessment.
or charge, and that no such claims which might he used as the basis of a mechamc's.
laborer's, materiaiman's, or other lien or charge, shall he required to be paid so long as the
vaiidity of the same shall he contested in good faith by the City.
tel OPERATION OF SYSTEMS; NO FREE SERVICE. It shall continuously and
efficiently operate the Systems and maintam 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 instrunamtaiities, lessees, or concessionaires make
use of the services and facilities of the Systems. payment monthly of the standard retail price
of the services 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.
(f) FURTHER ENCUMBRANCE. It shall not addit~onaily encumber the Nel
Revenues in any manner, except as permitted in the Parity Bonds Ordinances in connectmn
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 right
of the City to issue obligations payable from a subordinate lien on the surplus Net Revenues
is speciflcaily recognized and retained
(g) SALE 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 C~ty 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 substilute is
necessary.
(h) INSURANCE. It agrees to mamtain insurance on the Systems, for the benefit of
the holders or owners of thc 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.
ii) RECORDS AND AUDITS It shail keep proper books and records and accounts.
separate from all other records and accounts, in which complete and correct entries shall be
made of ail transactions relating to the Systems. Upon written request made not more than
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60 days followmg the close of the fiscal year. the City shall fumlsh to any holder of any
Parity Bonds complete f'mancial statements of the Systems in reasonable detail covering such
fiscal year. certified by the City's auditor. Any holders or owners of 25% in principal amount
of the Parity Bunds at the time outstanding shall have the right at aH reasonable times to
inspect the Systems and all records, accounts, and data of the City relating thereto
(j) GOVERNMENTAL AGENCIES. It has or will obtain and keep in full force and
effect nH franchises, permits, authorization, and other requirements npplieabie to or necessary
with respect to the acquisition, constmctiun, eqmpment, operation, and maintenance of the
Systems, and it will comply with aH of the terms and conditions of any and aH franchises,
permits, and anthorizat~uns applicable to or necessary with respect to the Systems.
(k) NO COMP~:I'fI'ION. It will not operate, grant any franchise, or. to the extent it
legally may, pennit the acquisition, constmctiun, or operation of any facilities which would
he in competition with the Systems, and to the extent that it legally may, the City will
prohibit any such competing facilities.
SF, CTION 15. AMENDMENT OF ORDINANCR, (a) The holders of the Parity Bonds
aggregating in principal amount 51% of the aggregate principal emount of then outstanding
Parity Bonds shall have the right from time to time to approve any amendment to this
Ordinance which may he deemed necessary or desirable by the City; provided, however, that
without the consent of the holders or owners of all of the Parity Bonds at the time
outstanding, nothing herein contained shall permit or he construed to permit the amendment
of the terms and conthtions in this Ordinance or in the outstanding Parity Bonds so as to:
Bonds
Bonds
(I) Make any change ~n the maturity of the Parity Bonds;
(2) Reduce the rate of interest borne by any of the Parity Bonds;
(3) Reduce the nmunnt of the principal payable un the Parity Bonds;
(4} Modify the terms of payment of principal of or interest on the Parity
or impose any conditions with respect to such payment,
(5) Affect the rights of the holders of less than aH of the Parity Bonds:
(6) Change the minimum percentage of the principal amount of Parity
necessary for consent to such amendment.
(b~ If at any time the City shah desire to amend the Ordinance under this Section, the
City shaH cause notice of the proposed amendment to he published in n f'mancial newspaper
or joumnl 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/Registrar for inspectiun by aH holders or owners of Parity Bonds Such
publication is not required, however, if notice in writing is given to each holder or owner of
the Parity Bonds.
(c) Whenever at nny time not less than 30 days, and within one year, from the date
of the first publication of said notice or other servxce of written notice, the City shall receive
an instrument or instruments executed by the holders or owners of at least 51% hi aggregate
principal amount of all Parity Bonds then outstandmg, which instrument or instruments shall
refer to the proposed amendment described in said notice and which specifically consents to
and approves such amendment in substantially the form of the copy thereof on file w~th the
Paying Agent/Registrar. the City Council may pass the amendatov] ordinance in substantially
the same form.
id) 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 or owners of then outstanding Parity Bonds shall thereafter be determined,
exercised, and enforced hereunder, subject in all respects to such amendments.
(e) Any consent given by the holder or owner 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 shah be conclusive and binding
upon all future holders or owners 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 homer or owner who gave such consent, or by a successor in title, by f~ug
notice thereof with the Paying Agent end the City. but such revocation shall not be effective
if the holders or owners of 51% in aggregate principal amount of the then outstanding Parity
Bonds as in this Section defined have, prior to the at~empted revocation, consented to and
approved the amendment.
(fi For the purpose of this Sectton the fact of the holding or owning of Parity Bonds
issued in registered form without coupons and amounts and numbers of such Parity Bonds and
the dat~ of their holding same shall be proved by the Registration Books of the Paying
Agent/Registrar. The City may conclusively 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 nmend this Ordinance for any one or more of the following purposes.
(1) To add Io the covennnts and ngreements of the City in this
Ordinance contained, other covenants and agreements thereafter to be observed,
grant ndditiunal rights or remedies to bondholders, or to surrender, res~ct, or
limit any right or power herein reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity,
or curing, correcting, or supplementing any defective provision contained in this
Ordinance, or m regnrd to clar~ying mailers or questions arising under thls
Ordinance. ns are necessary or desirable and not contrnor to or inconsislent with
this Ordinance and which shall not adversely affect the inlerest of the holders
or owners of the Purity Bonds; or
(3} To modify any of the provisions of this Ordinance in any other
respect, provided that (i) such modification shah be, and be expressed to be,
effective only after ail Panty Bonds outstanding nt the d01e of the adoption of
such modification shail cease to be outstanding and tii) such modification shall
be specifically referred to in the text of aH Additional Bonds issued after the
date of the adoption of such modification.
S~C'HON 16. DAMAGED. MUTILA'I~D, LOST. STOLEN~ OR DESTROYED BQND,q (a} In
the event any outstanding Bond is damaged, mutilated, lost, stolen, or desm~yed, the Paying
Agent/Regisl~ar shaH cause to be printed, executed, and delivered, a new bond of the same
principal amount, maturity, and interest rate as the damaged, mutilated, lost, stolen, or
destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for replacement of damaged, mutilat~l, lost. stolen, or destroyed Bonds
shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of
a Bond, the apphcant for a replacement bond shaH ftunish to the City and to the Paying
Agent]Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also. in every case of loss, theft, or
destmotinn of a Bond, the applicant shaH furnish to the City and to thc Paying Agent]Registrar
evidence to their satisfaction of the loss, theft, or destruction of such Bond. as the case may
be. In every case of damage or mutilation of a Bond, the applicant shah surrender to the
Paying Agent]Registrar for cancellation the Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section, in the event any such
Bond shaH have matured, and no defanlt has occurred which is then continuing in the payment
of the principal of. premmm, if any, or interest on the Bond, the City may authorize the
payment of the same (without sun~nder thereof expect in the case of a damaged or mutilated
Bond) instead of issuing a replacement Bond, provided security or indemnity is fumisbed as
above provided in this Section.
(d) Prior to the issuance of any replacemem bond. the Paying Agant]Registrar shaH
charge the owner of such Bond with aH 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 shaH be found at any time, or
be enforceable by anyone, and shah be entitled to nil the benefits of this Ordinance equally
and proportionately with any and nH other Bonds duly issued under this Ordinance.
(e) In accordance with Section 6 of Article 717k-6, Vemon's Texas Civil Statutes,
as amended, this Section of this Ordinance shaH constitute authority for the issuance of any
such replacement bond without necessity of further action by the governing body of the City
or any other body or person, and thc duty of the replacement of such bonds is hereby
authorized and imposed upon the Paying Agent]Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such bonds in the form and manner and with the effect, ns provided
in Section 4(d) of this Ordinance for Bonds issued in exchange for other Bonds.
SF-.CTION 17. DEFEASANCE OF THE BONI~q. (a) Any Bond and the interest thereon
shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the
meaning of this Ordinance. except to the extent provided in subsection (c) 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, upon redemption, or otherwise) either (i) shall have
been made or caused to be made in accordance with the terms thereof (including the giving
of any required notice of redemption) or (ii) shall have been provided for on or before such
due date by irrevocably depositing with or making available to the Paying Agent/Registrar for
such payment (A) lawful money of the United States of America sufficient to make such
payment or (B) direct obligations of the United States of America, including obligations the
principal of and interest on which are unconditionally guaranteed by the United States of
America. which may be United 5rates Treasury obligations such as its State and Local
Government Series, and which may be book entry form (herein "Government Obligations")
which mature as to principal and interest in such amounts and at such time as will insure the
availability, without reinvestmeot, of sufficient money to provide for such payment, and when
proper arrangements have been made by the City with the Paying Agent/Registrar for the
payment of its services until all Defeased Bonds shall have become due and payable. At such
time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond
and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits
of. the revenue herein levied and pledged as provided in this Ordinance, and such principal
and interest shall be payable solely from such money or Government Obligations.
(b) Any money so deposited with the Paying Agent/Registrar may at the written
direction of the City also be invested as hereinbefore set forth, and all income from such
Government Obhgafions received by tbe Paying Agent/Registrar wl~ch is not required for the
payment of the Bonds and interest thereon, with respect to which such money has been so
deposited, shall be turned over to the City. or deposited as directed in writing by the City
lc) Until all Defeased Bonds shall have been paid, the Paying Agent/Registrar shall
perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they
had not been defeased, and the City shall make proper arrangements to provide and pay for
such services as required by this Ordinance.
(d) In the event that the principal and/or interest due on the Bonds shall be paid by
AMBAC Indemnity pursuant to the Municipal Bond Guaranty Insurance Policy, the Bonds
shall remain Outstanding for nil purposes, not be defeased or otherwise satisfied, and not be
considered paid by the City, and the assignment and pledge of the Pledged Revenues of the
and aH covenants, agreements, and other obligations of the City to the registered owners shall
continue to exist and shaH nm to the benefit of AMBAC Indemnity, and AMBAC Indemnity
shall be subrogated to the rights of such registered owners.
SECTION 18. T~X ~ The City covenants to take any action to assure, or
refrain from any action which would adversely affect, the trealment of the Bonds as
obligations described in section 103 of the Intemal Revenue Code of 1986, as amended (the
"Code"), the ini~erest on which is not includable in the "gross income" of the holder for
purposes of federal income taxation. In furtherance thereof, the City covenants as follows:
(a) to take any action to assure that no more than 10% of the proceeds
of the Bonds (less amounts deposited to a reserve fund, if any) are used for any
"private business use", as defined in section 141(b)(6) of the Code or. ff more
than 10% of the proceeds are so used, that amounts, whether or not received
by the City, 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% of the debt service on the Bonds,
in contravention of section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private
business use" described in subsectinn (a) hereof exceeds $% of the proceeds of
the Bonds (less amounts deposited into a reserve fund, ff any) then the amount
in excess of 5% is used for a "private business use" which is "related" and not
"disproportionate", within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(c) to take any action to assure that no amount which is greater than the
lesser of $5.000.000 or 5% of the proceeds of the Bonds (less amounts
deposited into a reserve fund, ff any) is directly or indirectly used to fmunce
loans to persons, other than state or local governmental units, in contravention
of section 141(c) of the Code;
(d) to refrain fxom taking any action which would otherwise result in the
Bonds being treated as "private activity bonds" within the meaning of section
141(a) of the Code;
(e) to refrain from talr~ng any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code:
(f) to refrain fxom 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 acquhe invesunent property (as defmed in section 148(bX2) 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 tluee ycara or less until such proceeds are needed for the purpose for
which the Bonds are issued,
(2) amoonts invested in a bona fide debt service fund. within the
meaning of section 1.I03-13(b)(12) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amoonts do not exceed 10% of the
proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts
treated as proceeds of the Bonds. as may be necessary, so that the Bonds do
not otherwise contravene the requirements of section 148 of the Code (relating
to arbitrage) and. to the extent applicable, section 149(d) of the Code (relating
to advance refundings);
(h) to pay to the United States of America at least once during each five-
year period (begirmmg on the date of delivery of the Bonds) an amoont that is
at least equal to ~J0% of the "Excess Earnings". within the meaning of section
148(f) of the Code, and to pay to the United States of America. not later than
60 days after the Bonds have been paid in full 100% of the amount then
required to be paid as a result of Excess Earnings under section 148(f) of the
Code; and
(i) to maintain such records as wR1 enable the City to fulf'dl its
responsibilities under this section and section 148 of Ihe Code and to retain such
records for at least six years following the final payment of principal and
interest on the Bonds.
It is the understanding of the City that the covenants contained herein are intended to assure
compliance with the Code and any regulations or rulings promulgated by the U.S. Department
of the Treasury pursuant thereto, in the event that regulations or rulings are hereaf~r
promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the
City will not he required to comply with any covenant contained herein to the extent that such
modification or expansion, in the opinion of netionally-recoguized bond counsel, will not
adversely affect the exemption from federal income taxadon of interest on the Bonds under
section 103 of the Code. In the event that regulations or rulings are hereafter promulgsted
which impose additional requirements which are applicable to the Bonds. the City agrees to
comply with the additional requirements to the extent necessary, in the opinion of nationally-
recognized bond counsel, to preserve the exempt~ou from federal income taxatiou of interest
on the Bonds under section 103 of the Code
SEC-r~ON 19. DESIGNATION AS 0UAL2'-c.D TAX-EXEMFr BONDS. The City hereby
designates the Bonds ns "qnalified tax-exempt bonds" as defined in section 265(b)(3) of the
Code. in furtherance of such designation, the City represents, covenants, and warrants the
following: (a) during the calendar year m which the Bonds are issued, the City (including any
subordina2 entities) has not designated nor wiH designate obligations, which when aggregated
with the Bonds, will result in more than $10.000,000 of "qualified tax-exempt bonds" being
issued= (b) the City reasonably anticipates that the amount of tax-exempt obligations issued
during the calendar year in which the Bonds are issued by the City (or any subordinate
entities) will not exceed $10,000,000; and (c) the City will take such action or refrain from
such action as necessary in order that the Bonds will not be considered "private nctivity
bonds" within the meaning of section 141 of the Code.
SECTION 20. ~. Public advertisement for the sale of the Bonds and
bids to purchase Bonds having been received pursuant thereto, it is hereby found and declared
that the bid submitted by Prudential-Bache Securities is the best bid received, and the sale of
the Bonds to the named best bidder, at a price equal to the principal amount of the Bonds
plus accrued interest thereon from the date thereof to the date of actual delivery, plus a cash
premium of $-0-. subject to the unqualified approving opinion as to the legality of the Bonds
of the Attomey General of the State of Texas and the market opinion of McGirmis, Lochrldge
& Kilgore. bond aRomeys, is hereby authorized, ratified, approved, and confirmed When the
Bonds have been approved by the said Attorney General and registered by the Comptroller of
Public Accounts of the Stal~ of Texas. they shall be delivered to the purchasers upon receipt
of the full purchase price
S Cs' ON 21. PaOC - VS OF SALE. The proceeds of the Bonds, except the accrued
interest thereon, shall be deposited into a Construction Account to be established by the City
for the purpose for which the Bonds are issued, and the accrued interest shall be deposited
to the Bond Fund. It is further provided, however, that any interest earnings on Bond
proceeds of the Bonds which are required to be rebated to the United States of America
pursuant to Section 19 hereof in order to prevent the Bonds from being arbitrage bonds shall
be so rebated and not considered as interest earnings for the purposes of this Ordinance.
SF-~ION 22. SPECIAL PROVISIONS FOR INSURER.
(a) Any provision of this Ordinance expressly recognizing or granting rights in or to
AMBAC Indemnity may not be amended in any manner which affects the rights of AMBAC
Indemnity hereunder without the prior written consent of AMBAC Indemnity.
(b) Unless otherwise provided in this Section, AMBAC Indemnity's consent shall be
required in addition to Bondholder consent, when required, for the following purposes: ti)
execution and delivery of any supplemental ordinance; (ii) removal of the Paying
Agent/Registrar and selection and appointment of any successor thereto: and (iii) initiation or
approval of any action not described in (i) or (ii) above which requires Bondholder consent.
(c) Anything in this Ordinance to the contrary notwithstanding, upon the occurrence
and continuance of any event of default, AMBAC Indemnity shall be entitled to control and
direct the enforcement of all fights and remedies granted to the Bondholders under this
Ordinance
(d) While the Municipal Bond Guaranty Insurance Policy is in effect, the Issuer shall
furnish to AMBAC Indemnity:
(i) as soon as practicable after the fding thereof, a copy of any financial
statement of the Issuer and a copy of any audit and mmual repmt of the Issuer:
(ii) a copy of any notice to be given to the regJstered owners of the Bonds,
including, without limitation, notice of any redemption of or defeasance of Bonds, and
any certificate rendered pursuant to this Ordinance relating to the security for the
Bonds; and
(iii} such additional infommtion it may reasonably request.
(e) The IsSUer will permit AMBAC Indemnity to discuss the affairs, finances, and
accounts of the Issuer or any information AMBAC Indemnity may reasonably request
regarding the security for the Bonds with appropriate officers of the Issuer. The Issuer will
permit AMBAC Indemnity to have access to the System and have access to and to make
copies of nil books and records relating to the System or the Bonds at any reasonable time.
(f) AMBAC Indemnity shall have the right to direct an accounting at the Issuer's
expense, and the Issuer's failure to comply with such dixection within 30 days after receipt
of written notice of the direction fxom AMBAC Indemnity shall be deemed a default
hereunder: provided, however, that if compliance cannot occur within such period, then such
period will be extended so long as coinpiiance ~s begun within such period and diligently
pursued, but only if such extension would not materially adversely affect the interests of any
registered owner of thc Bonds.
(g) Notwithstanding any other provision of this Ordinance, the Paying Agent/Registrar
shall immediately notify AMBAC Indemnity if at any time there are insufficient money to
malce any payments of principal and/er interest as required and immediately upon thc
occurrence of any event of default.
SECTION 2.~. PAYMENT PROCEDUI~E PURSUANT TO MUNICIPAL BOND GUARANTY
INSURANCE POLICY. As long as the bond guaranty insurance shall he in full force and effect.
the Issuer and any Paying Agent/Registrar agree to comply with thc following provisions:
(a) If payment of principal or interest due on the Bonds has not been made to the
Paying Agent/Registrar, every Paying Agent/Registrar or any registered owner to whom such
payment is due, shah so notify AMBAC Indemnity by telephonic or telegraphic notice,
subsequently confirmed in writing, or written notice by registered or ce~ified mail. Such
notice shah specify thc amount of thc anticipated deficiency, the Bonds to which such
deflelency is applicable, and whether such Bonds will he deficient as to principal or interest,
or both. AMBAC Indemnity, on the later of the date due for payment or within one business
day after receipt of notice of nonpayment, will deposit sufficient rooncys with United States
Trust Company of New York, as insurance trustee for AMBAC Indemnity or any successor
insurance trustee (the '*Insurance Trustee").
(b) The Trustee or the Paying Agent/Registrar shah, after giving notice to AIVIBAC
Indemnity as provided in (a) above, make available to AMBAC Indemnity and. at AMBAC
lndonmity's direction, to the Insurance Trustee, the registration books of the Issuer maintained
by the Paying Agent/Registrar. and all records relating to the Funds and Accounts maintained
under this Ordinance.
(c) The Paying Agent]Registrar shall provide AMBAC Indemnity and the Insurance
Trustee with a list of registered owners of Bonds entitled to receive principal or interest
payments from AMBAC Indenmity under the terms of the Municipal Bond Guaranty Insurance
Policy, and shah make arrangements with the Insurance Trustee (i) to mail checks or drafts
to the registered owners of Bonds entitled to receive full or partial interest payments from
AMBAC Indemnity and (it) to pay principal upon Bonds surrendered to the Insurance Trustee
by the registered owners of Bonds entitled to receive full or partial principal payments from
AMBAC Indemnity.
(d) The Paying Agent/Registrar shall, at the time it provides notice to AMBAC
Indemnity pursuant to (a) above, notify registered owners of Bonds entitled to receive the
payment of principal or interest thereon from AMBAC Indemnity (i) as to the fact of such
entitlement, (ii) that AMBAC Indemnity will remit to them ah or a paxz of the interest
payments next coming due, (iii) that should they be entided to receive full payment of
principal from AMBAC Indemnity. they must present and surrender their Bonds together with
any appropriate instrument of assignment for payment to the Insurance Trustee, and not the
Paying Agent/Registras, and (iv) that should they be entitled to receive partial payment of their
Bonds for payment thereon fLrst to the Paying Agent]Registrur. who shall note on such Bonds
the portion of the principal paid by the Paying Agent/Registrar, and then, along with an
appropriate mslrument of assignment, to the Insurance Trustee, which will then pay the unpaid
Poninn of principal. Thc Insurance Trustee shall disburse to registered owners of Bonds, or
the Paying Agent/Registrar, the payment due less any amount held by the Paying
Agent/Registrar for payment of principal of or interest on Bonds and legally available therefor.
(e) In the event that the Paying Agent/Registrar Ires notice that any payment of
principal of or interest on n Bond which has become Due for Payment and which is made to
a Bondholder by or on behalf of the Issuer has been deemed a preferential transfer and
theretofore recovered from its registered owner pursuant to the United States Banlmiptcy Code
by n trustee in bankruptcy m accordance with the final, nonnppealnble order of a court having
competent jurisdiction, the Paying Agent/Registrnr shell, at the time AMBAC Indenmity is
notified pursuant to (a) shove, notify nH registered owners that in the event that any registered
owner's payment is so recovered, such registered owner will be entided to payment from
AMBAC Indemnity to the extent of such recovery if sufficient funds are not otherwise
available, and the Paying Agent/Registrar shah furnish to AMBAC Indemnity its records
evidencing the payments of principal of and interest on the Bonds which have been made by
the Paying Agent/Registrar and subsequently recovered from registered owners and the dates
on which such payments were made.
(0 In addition to those rights granted AMBAC Indemnity under this Ordinance.
AMBAC Indemnity shaH, upon remittance and transfer of Bonds or appropriate instruments
of assignment, become the owner thereof, and to evidence such ownership (i) in the case of
claims for past due interest, the Paying Agent/Registrar shah note AMBAC Indemnsty's rights
as owner on the registration books of the Issuer maintained by the Paying Agent/Registrar
upon receipt from AMBAC Indemnity of proof of payment of interest thereon to the registered
owners of the Bonds and (ii) in the case of claims for past due principal, the Paying
Agent/Registrar shah note AMBAC Indenmity's rights ns owner on the registration books of
the Issuer maintained by the Paying Agent/Registrar upon surrender of the Bonds by the
registered owners thereof together with proof of thc payment of principal thereof.
SI~-i'iON 24. APPROVAL AND RF. GISTitATION OF BONDS. The Mayor of the City is
hereby nnthorizod to have control of the Bonds and nH 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 registrntinn by thc
Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds, smd
Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller)
shaH manually sign the Comptroller's Registration Certificate. The Bonds thus registered shall
remain in the custody of the Mayor (or his designee) until delivered to the purchaser thereof.
SI?.CTION 25. FURTHER PROCEDURF_,S. The Mayor, the City Secretary, and all other
officers, employees, and agents of the City, and each of them, shah be and they arc hereby
expressly authorized, empowered, and dtrectod from thne to time and at any time to do and
perform nH 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, ns may be necessary or desirable m order to carry out the terms and provisions
of thru Ordinance. The Offictal Statement, dated October 25, 1990, and other documents used
in connection with the sale of the Bonds are hereby approved and the Mayor of the City is
hereby directed and authorized to enecute on behalf of the City, and the City Secretary is
hereby authorized to attest, the Of'ficinl Statement and other sale documents.
SECTION ~6. PA~ING AGENT/R~iSTRAR AGReEMeNT The Paying Agent/Registrur
Agreement, between the City and F~rst City, Texas - Houston, N.A., Houston, Texas is hereby
approved, and the Mayor is authorized to execute and the City Secretary is authorized to attest
same.
SFA.-rION 27. PREAMBLE ADOPTED; SEVERABILrrY. The preamble to the Ordinance
is hereby specifically adopted and made a part of the Ordinance. The provisions of this
Ordinance are severable; and in case any one or more of the provisions of this Ordinance or
the application thereof to any person or circumstance should be held to he invalid,
unconstitutional, or ineffective as to any person or circumstance, the remainder of this
Ordinance nevertheless shall he valid, and the application of any such invalid provision to
persons or circumstances other than those as to which it is held invalid shall not he affected
thereby.
SF.,C'rION 28. ORDINANCE A CQNTRACT. (a) This Ordinance shall constitute a
contract with the owners, from time to time, of the Bonds, binding on the Issuer and its
successors and assigns, and shall not be amended or repealed by the Issuer as long as any
Bond remains outstanding except as permitted in this Ordinance.
(b) Nothing in this Ordinance, expressed or implied is intended or shall be construed
to confer upon, or to give to, any person or entity, other than the ~ssuer, AMBAC Indemnity,
the Paying Agent/Registrar, and the registered owners of the Bonds, any right, remedy, or
claim under or by reason of this Ordinance or any covenant, condition, or stipulation hereof,
and all covanants, stipulations, promises, and agreements in this Ordinance contained by and
on behalf of the Issuer shall he for the sole and exclusive benefit of the Issuer, AMBAC
Indemnity. the Paying Agent/Registrar, and the registered owners of the Bonds.
SECTION 29. IMMEDIATE EFFECT. This Ordinance shall take effect immediately upon
its adoption.
PASSED AND APPROVED November 8, 1990.
City Secretary. City of
College Station. Texas
(SEAL)