HomeMy WebLinkAbout1991-1903 - Ordinance - 08/28/1991ORDINANCE NO.
ORDINANCE AU']'HORIZING THE ISSUANCE OF
PUBLIC PROPERTY I;INANCE CONTRACTUAL OBLIGATIONS
AND OTHER MATI'bRS IN CONNECTION THEREWITH
WHEREAS, thc Pubhc Property Finance Acl, Section 271.001 - 271.009. Texas Ltx-al Oovcminunt Coc~. ns
amended (the "Acl"), authorizes cities to execule, perfonn, and make payments under contracts with any per~on for
the u~. acquisition, or purchase of personal property as descrthed m the Act; and
WHEREAS. the Act permits the govermng body of a city to execute conlracts tn uny form d~tned approlmate
by said governing body tn connection with the ase. acqmsmon, or purchase of p~rsonal property; and
WHEREAS, the City Council ol the Chty of Collug¢ Slanon. Texas (the "Issuer") desires Ix) complete the
acquisition or purchase personal property described in Exhthat A. attached hereto und incorporated by reference
herein, or such other personal property, applmnces, equipment, faohtles, furnishings, or interests thercnn, whether
tnovable or fixed, deetned by the Clly Council of the Issuer to ~. necessary, useful, and/or approprmte for the
purposes of the Issuer (the "Property"). aud
WHEREAS. the City Council of the Issuer deems ii appropriate to adopt this Ordtnunce und Issue the "Con-
tractual Obligations" herein authorized as penmlled by the Act
NOW, THEREFORE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE
STATION. TEXAS THAT:
Section 1. AMOUNT AND PURPOSE OF CONTRACTUAL OBLIGATIONS: The Issuer's Pubhc Property
Ftnunce Contractual Obhgatin. s (hereinafter sometunes called the "Contractual Obligattons") are hereby unthonzed
to be issued in the aggregate principal amount of $1.125.000 FOR THE PURPOSE OF PAYING ALL OR A
PORTION OF THE ISSUER'S CONTRACTUAL OBLIGATIONS INCURRED IN CONNECTION WITH THE
ACQUISITION OR PURCHASE OF PERSONAL PROPERTY. IN ACCORDANCE WITH THE PROVISIONS
OF THE PUBLIC PROPERTY FINANCE ACT, SECTION 271 001 - 971.009. TEXAS LOCAL GOVERNMENT
CODE. AS AMENDED.
Secuon 2. DESIGNATION. The Conuactual Obhgauons shall he designated as the 'CITY OF COLLEGE
STATION, TEXAS PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIES 1991."
Section 3. DATE, DENOMINATIONS, NUMEERS. AND MATURITIES OF CONTRACTUAL
OBLIGATIONS. linlmlly there shall he issued, sold. und dehvered hereunder fully registered conn'actunl oblq~,~aons.
wlthoul interesl coupons, dated Sepletnhea' 1, 1991. in the respective denominations und principal amountS hereinafter
stated, nutnhered con,secuUvely frotn R-I upward, payable to the respecUve rmtml registered owners thereof (as
designated tn Section 19 hereof), or to the registered assignee or assignees of smd contractual obi~?lloas or uny
portion or pomozls thereof (tn ea:h case, the "registered owner"), aud smd contractual obhgatlons shall mature and
be payable on March 1, 1992.
The term "Conlraclual Obligations" as used tn Ilus Ordinance shall mean und include collecuvely the
conu'acmal obhgaltons tnlually issued mid dehver~xl pursuant to this Ordinance und all substitute contractual
obligations exchanged therefor, as well as all other subslttute contractual obhgaltons und replacetnent couu'actual
obhgat~on', issued pur~ulml hereto, and the lerm "Conlr~lual Obligation" shall tnean uny ol the C~mtractual
Obhgallon%
Secl~on 4 INTEREST The Contraclual Obhgal[]as shall hear []tercsl fro[] thc dale specified [] thc FORM
OF CONTRACTUAL OBLIGATION set forth m Sccllon 6 of thcs Ordinance to then' date of matuflty or prior
rede[]pllon al thc rate ol 6% per anna[]
Section 5 CHARAuI E.RISTICS OF THE CONTRACTUAL OBLIGATIONS. ia) Re istratton Transler
Convez~on, and Exchange; Authenllcatlon. Thc Issuer shall keep or cause to be kept at the pnnclpal corporate trust
office of Fa'st City. Texas - Houston. N.A.. Houston, Texas (thc "Paying Agent/Registrar') books or records for the
registration of the uansfer, conversion, and exchange of thc Contractual Obhgauons (the "Regcstmtwn Books"), and
thc Issuer hereby appo[]ts the Paying Agcnl/Rcg~lrar as Rs reglstzar ,and Iransfer agent to keep such books or mcortls
and make such registrations of transfers, convemous, and exchanges under such reasonable regulations as the Issuer
and thc Paying Agont/Rcgcslrar may presenhe; and the Paying Agenl/Reglstrar shall make such regislrafioos.
trdnsfers, conversions, and exchanges as here[] prowded Attached hereto as Exhthll B is a copy of the Paying
Agcnt/Rcgcstrar Agreemenl hetween the Is,suer and thc Pay[]g Agenl/Rcglsmu' which is hereby approved []
substanlndly final form, and the Mayor and C~ty Secretary of thc Issuer are hereby authorized to execute the Pay[]g
Agcnt/RcgcsWar Agreement and approve any changes [] thc final form thereof.
Thc Paying Agent/Rcgcstrar shall obta[] and record [] thc Regcswatlon Books the addzess of the registered
owner of eech Coulrucmal Obligation to which payments with respect to the Conlra~tual Obhgalmns shall be mailed.
as herein provided; hel it shall be thc duty of each regcstered owner to not~fy thc Paying AganVRcgisa'ar [] writing
of the address to which payments shall be matted, and such interest payments shall ant he matted unless such notate
has been given Thc Issuer shaU have the fight to respect Ihe Registration Books during regular business hours of
the Paying Agenl/Registrar, but otherwise the Paying Agent/Regcstrar shall keep the Registraaon Books coofideaual
and. unless othe. rwcse rexl[]red by law. shall not permit their inspection by any other entity. The Issuer shall pay the
Paying Agont/Reglslrar's standard or customary fees and charges for malang such regcslrattou, transfer, conversion.
exchange and dehvery of a subshtote Contractual Obhgatton or Contractual Obligations. Registmaou of assignments.
transfers, converszons, and exchanges of Contractual Obligations shall be made in the manner prowded and with the
effecl stated in the FORM OF CONTRACTUAL OBLIGATION set forth in this Ord[]anee. Each substitute
Conn'uctual Obligation shall hear a letler and/or number to distinguish it from each other Coulraetual Obhgatloo.
Except as provided [] Seeuon 5(c) of thcs Orthannee. an authorized representative of the Paying
Agent/Registrar shall, before the dehvery of any such Couu'actual Obligation. date and manually s~gn said Contractual
Obhganou. and no such Contractual Obligation shall he deemed to be cssued or outstanding unless such Conwaetoal
Obllgaaon ts so executed. The Pay[]g Ageat/Reglslrar promptly shall cancel all ptud Contractual Obligation or
Conlractual Obhgaraons surrendered for conversion and exchange. No addiuonal ordinances, orders, ot resoluaons
need be passed or adopted by the Issuer or any other body or person so a~ to accomplish the forego[]g convers~ou
and exchange of any Contractual Obligation or pomou thereof, and the Paying Agen~/Regcstrar shall provzle for the
pr[]t[]g, execuUon, and delivery of the subsatute Conlractual Obligations [] the manner pmserthed hereto, and said
Contractual Obhgauons shall he of type composiuon printed on paper wflh llthographed or steel engraved bordem
of customary weight and strength. Pursuant lo Vemon's Ann. Tea. Civ. St. Art. 717k-6, and this Ordinance, the duty
of conversion and exchange of Conltactual Obhgalions as aforeslud cs hereby unpeeed upon the Paying Agent/
Registrar, and, upon the execuuou of said Contractual Obltganoas, the converted and exchanged Contractual
Obllgauoas shall be vahd, Incontestable, and enforceable m the same manner and with the sa[]e effect as the
Contractual Obligauons which initially were issued and delivered pursuant to this Ordinance, approved by the
Attorney General, and regcstered by the Complsollar of Public Accounts.
(b) Payment of Conlractual Obhgaltoas and Interest. The Issuer hereby further appoints the Paying
Agont/Regcstrar to act as the paying agent for paying the principal of and []retest on the Contractual Obhgaaons.
all as provided [] this Ordinance. The Pay[]g Agent~Regl,,trar shall keep proper records of all payments made by
Ibc Issuer .and Ihe Paying Agent/Registrar with respecl to Ibc Contractual Obhgauous
lc) In General The Contractual Obhganon~ {0 shall be i~,,ued nl the pnnclpal amount el $5.000 or any
integral muluple thereol: (u) shall be issued m fully registered lotto, without mte~t coupons, with Ibc pnnclpal of
and inleresl on such Conlraclanl Obligations to be payable only to the reglslered owners Ihereof; Ira) may be
Imn,,ferred and assigned. (nv) may be tn)nverled end exchanged for olher Contractual Obhgal~ons; Iv) sludl have Ihe
ch,u'actenslics, tvil shall be signed, sealed, executed$1d audlenocated. Ivu) shall be subJeCt to prior redemption:
tvtn) shall be payable as to the pnuclpal and interesl, and Ox) shall be admm~tered and die Paying Agenl/Reglstrsr
and the Issuer shall have certain duties and responstbthue$ wllh respect to the Contractual Obhgatlons. all as
provided, and m Ihe manuer and to the effecl a~ required or indicated, m the FORM OF CONTRACTUAL
OBLIGATION set forth m this Ordinance. The Contr~tual Obhganoms mitmlly issued and dehvered pursuant to
this Ordinance Ion which Is pnnted or to which Contractual Obligations m attanhed Ihs Registration Certificate of
Ihe Compuoller of Public At'counts) are not requu~l to be. and shall not be. amhent~cated by the Paying
Agent/Registrar. but on each subslatute Contractual Obhganon issued in conversion of and exchange for any
Contraclual Obhgafion or Conlractual Obligations issued under thts Orchnance the Paying Agenl/Registrar shall
execule the PAYING AG£NT/REGISTRAR'S AUTHENTICATION CERTIFICATE. tn the fern set forth m the
FORM OF CONTRACTUAL OBLIGATION.
Id) Substitute PaymR Aoenl/ReRmltac. The Issuer covenants with thc ragistered owners of the Contractual
Obhgations that at all ames whde thc Conlractual Obhgat~ons are outatendmg the Issuer will provide a competent
and legally qualified bank. trust company, financ,al instltulaon, or other agency IO act as and perform the services
of Paying Agent/Regisla'm' for thc Contractual Obhgat~ons under this Ordmenee. and that thc Paying AgentffReglstrar
will be one enttty. The Issuer reserves the right to. and may, at ils option, change the Paying Agent/Registrar upon
m~t less Ihan 120 days written notice to the Paying Agent/Regislrar, Io be effucttve not later than 60 days liner to
the next pnnclpal or interest payment date after such notice. In the event that the enuty at any amc acUng as Paying
Agent/Registrar (or its successor by me,ger, acquisition, or other method) should resign or otherwise cease to act
as such. the Issuer covenants that promptly it wdl appomt a competent end legally qualified bank, trust company.
finenctal mstituuon, or other agency to act as Paytag Agenl/Registrar under dds Ordinance. Upon any chenge m
thc Paying AgenL/ReglSffar, tho prevtous Paymg Agcnl/Reglslrar prompdy shall transfer and dehver thc Regtsla'atlon
Books (or a copy thereof), along with all otber pertinent books and records relating to thc Contractual Obhgat~ons.
to thc new Paying Agcnt/Regislrdr designated and appointed by thc Issuer. Upon any change in the Paying
Agenl/Rcgmtrar, thc Issuer promptly wdi cause a written noucc thereof to be sent by thc now Paying Agent/Registrar
to each registered owner of the Ce411ficatc. by Umted States mall. first-class postage prcpmd, which not~ce also shall
gtvc the address of the new Paying/Agent Raglsum'. By acceplmg the positron end performing as such. each Paying
Agent/Registrar shall be deemed to have agreed to thc provisions of this Ordmence. and a cerlified copy of this
Ordlnence shall be delivered to each Paying Agcnl/Rcglsffar
Section 6. FORM OF CONTRACTUAL OBLIGATIONS. The form of the Contracttml Obllgatmns, including
the form of the Paying Agent/lZeg,~trar's AuthenUcatiou Cemficate, the form of Assignment, and the form of the
Registration CerUficate of the Comptroller of Public Accounts of the State of Texas to be nuuched to the Contractual
ObhgaUons initially issued and dehvered pursuent to thts Orcknance. shall be, respccuvcly, substantmlly as follows,
with such appropriate varmfions, omissions, er lnserttons as are permitted or requffed by this Ordinance.
FORM OF CONTRACTUAL OBLIGATION
NO. R-_ Un[ted Slate', of America PRINCIPAL
Shale of Texas AMOUNT $
CITY OF COLLEGL STATION TEXAS.
PUBLIC PROPERTY FINANCE
CONTRACTUAL OBLIOATION.
SERIES 19tll
MATURITY INTEREST
DATE RATE
March 1. 1992
.DATE OF SERIES DELIVERY DATE
September I. 1991
CUSIP NO.
THE CITY OF COLLEGE STATION. TEXAS (Ihe "Issuer") hereby prorates to pay to
(hereinafter called the "registered owner") the pnnclpal amount of
DOLLARS on the Malunty Date. specified above, and to pay interest thereon (based on a 360-
day year composed of twelve 30-day months) from the Delivery Dole. specified above, unUl the Maturity Dale or
pnt~' redemption, al the Interest Rate. specified above.
IN CONSIDERATION of the registered owner's acceptance hereof, which acceptance shall consl~tute the
registered owner's assent hereto and Io the terms and conditions of the or&nunco authorizing the issuance of this
Conuactual Obhgal~on (the "Ordinance"). the Issuer hereby unilaterally coutracts with such regis~ored owner tha~ it
will uuhze tbe net avadable proceeds of the Contraclaal Obligations. ~ter payment of the costs of issuance related
thereto, to acqmre and purehase personal proper~ m accordance with the Ordmunce and the Issuer's plail of
acqmslllon thel~for.
THE PRINCIPAL OF AND INTEREST ON this ConUacluai Obligation are payable m lawful money of the
United Slates of America. without exchange or collection charges. The payment of principal and interest on this
Contractual Obhga0on shnll he made by FIRST CITY. TEXAS - HOUSTON. N.A.. HOUSTON. TEXAS. which
is the "Paying Aganl/Registrar" for this Contractual Obligation. Io the registered owner hereof ou the Mat'ority Da~
or on any prior redemption dale only upon surrender of this Coatraclual Obligation lo the Paying Agent/Registrar
for cunccllatmn The Issuer covenanl.s with the regislered owner of this Contractual Obhgauon thai on or before each
such dale. It will make available Io the Paying Agent/Registrar. from the "lmeres~ and Sinl~ng Fund" created by the
Ordinance. the amounts required to provide for the payment, in immedlalely avadable funds, of all prmopul of and
mlerest on the Contractual Obligations when due.
THIS CONTRACTUAL OBLIGATION MAY BE REDEEMED pflor to the Minority Dale on any date nt the
opuon of the Issuer. Notice of such early redemption shull he given by depositing notice thereof m the United Slales
mini. postage prepmd, addressed to the registered owner at its add,ss as It appea~ on the Registration Books kept
by the Paying Agenl/Reglsl~ar.
IF THE DATE for the payment of the pnnclpal of or mU~esl on this ConUactuai Obhgauon shall he a
Salurday. a Sunday. a legal holiday, or a day on which bunlong lasalatlous in the city whar~ the principal corporate
Irust office of the Paying Agenl/Reg~st~ar is located am authorized by law or exeCuuve order to close, or the United
Slates Postal Service is nol open for business, then the dale for such payment shall be the next succeeding day which
is not such a Saturday. Sunday. legal holiday, or day on which bunlong mstituUons are aulhonzed to close, or the
United S~ates Postal Service ~s nol open for business, and payment on sach date shnll have the same force and effccl
a~ if made on [he original dale paymenl was duc
THIS CONTRACTUAL OBLIGATION IS ONE OF A SERIES OF PUBLIC PROPERTY FINANCE
CONTRACTUAL OBLIGATIONS. dated as of the Dale ol Series. specified above, anthonzed m accordance with
4
thc laws Gl thc Sidle Gl Texas m Ihe pnn~pal ,'anouat Gl $1.12q,000 FOR THE PURPOSE OF PAYING ALL OR
A PORTION OF THE ISSUER'S CONTRACTUAL OBLIGATIONS TO BE INCURRED IN CONNECTION
WITH THE ACQUISITION OR PURCHASE OF PERSONAL PROPERTY, IN ACCORDANCE WITH THE
PROVISIONS el: FHE PUBLIC PROPERTY FINANCE ACT. SECTION 271.001 - 271.009. TEXAS LOCAL
GOVERNMENT CODE, AS AMENDED
THIS CONTRACTUAL OBLIGATION may be assigned and shall be Iransferred only m the Reglslratlon
Book~ of the Is.,uer kept by the Paying Agenl/Reg~slrar acung m Ihe capacity of regtslrar for the Contractual
Obhgauons. upon the terms and con&t~ons set forlh tn the On:buauce. Among other reqmremuaCs for such
a~gnmenl and Iransfer. this ConLracttm] Obhgation must be presented and surrendered IO the Paying Agent/Rcgtswar,
to~tber with proper instruments of assignment, m form and with gumantee of s~gnatures satisfactory to the Paying
Agent/Regisn'ar. evidencing asstgnment of tins Contractual Obhgat~en to the assignee in whose name thru Contractual
Obhgauon is lO be wansferred and registered. The form of Assignmenl pnnted on this Contractual Obhgatmn shall
be execuled by the regmtured owner, or it.,, duly anthonzed attorney or representative, to evalence the assignment
hereof The Issuer shall pay the Paying Ageat/Reg~strm"s standard or customary fees and charges for malong such
Iran~fer, but the one requesting such transfer shnll pay any laxe~ Or other governmental charges required to be prod
with respect thereto The Paying Agent/Registrar shall not be reqaned lo make transfers of rcgmtrauon of this
Conlractual Obhgat~on (t) during the period commencing with the close of business on any Record Date and ending
wtth the opening of busines~ on the next followm§ principal or interest payment date or (i0 with respect to any
Conlractuld Obhgatmn called for redemption prior to maturely, within 45 days prior to ils redempuon data= The
regsstured owner ol tins Contractual Obhgatmn shall be deemed and treated by the Issuer and the Paying Agent/
Retastrar as the absolule owner hereof for all purposes, including payment and thseharge of habihly upon tins
Conu'actu,d Obhgatmn to the extent of such payment, and the Issuer and the Paying Agenl/Reglsgar shall not be
affected by any noltce to the conlrary.
IN THE EVENT any Paying Agenl/Rcgtslrar for the Conuactual Obhgattons L~ changed by the Issuer. resisns,
Or otherwise ceases Io act as Such. the Issuer has covcnanled m the Ordinance that it promptly wall appoint a compe-
lent and legally quahfied subqt~tute therefor, and cause written notice thereof to be totaled tu the registered owners
of the Conlructual Obhgattons
IT IS HEREBY certdied, recited, and covenanted thai dus Conlrat'tual Obhgation has been duly and vahdly
authorized, ts~ued, and dehvered; that all acts, condinons, and thmgs requa'ed or proper to be performed, exmt, end
be done precedent to or m the authonzatmn, issuance, and delivery of thts Conuactual Obhgalion have been
performed, existed, and been done tn aeeordancc with law; that th~s Contractual Obligation is a general obhgatlon
of thc Issuer, issued on thc gull faith and c~t thereof; and that annual ad valorem taxes sufficient to provide for
thc paymenl of the mteres! on and principal of this Conuactual Obhgatmn. as such interest comes due and such
pnuclpal mature~, have been levied and ordered to be lewed agmnst all laxable property in thc Issuer. and have been
pledged for such payment, within the limit prescribed by inw
BY BECOMING the registered owner of this ConwactuaJ Obhgat~on the registered owner assonls to the terms
and prows~ons of the Ordmanee, a copy of which ts on file in the officml records of the Is~er. and the registered
owner agrees to be bound by such terms and provisions, and agrees that the terms and provisions of thru Conlractual
Ohhgatlon and the Ordinance conslitate a conWact between each regtstered owner hereof and the Is,met.
5
IN WITNESS WHERF. OF. Ihe I,.suer has caused fin, Conln{cmal Obligation to be signed with Ihe m,mual or
facsimile, s~gnalure nj Ihe Mayor of the Issuer and counlerslgned wllh the manual or facsimile s~gnature of the City
Seerelary of die [.,suer. and ha., caused the official seal of the Issuer lo be duly impres:~..d, or placed nl facsimile.
nn this Conm~ctual Obligation
C~ty Secretary. City of College Stallon. Texas
(SEAL)
Mayor, Clly of College Station. Texas
FORM OF PAYINO AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It i~ hereby certified that this Conlracmal Obhgat~on has been i~sued under ~he prowssons ot the Ordinance
de.~.nbed on the face of this Contractual Obhgal~on; and that this Contractual Obligation has been ~ssucd in conver-
sion or replacement ol. or in exchange for. a contractual obhgation or contractual obhgat~ons, or a pomon of a
contraclual obhgation or contraclual obhgat~ons of a series which oflgmally was approved by the Attorney Oenerai
of Ihe Slale of Tex&, and registered by the Comptroller of Pubbc Accoont~ ot the State of Texas
FIRST CITY. TEXAS - HOUSTON. N.A..
Houslon. Texn~
Paying Agent/Reglslrar
By
Authorized Represonlauve
6
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the underslgncd hereby sells, assigns, and transfers unto
/ /
IPlea~ m~erl *Kxud Secumy ur Taxpayer
tPlea.~ DfUll or lypewme name and address, including z~p code. of Transferee)
thc
within Contracluul Obltgalion and all rights thereunder, and hereby m'evocably consututes and appoints
attorney to register the transfer of the within Contractual
Obbgauon on Ihe Ix~.~ks kept fi~r reglslraUon thereof, with full power of sub.qKuuon in the premises.
Daled'
Signature G u,'u'anteed:
NOTICE: Sigantu~(s) musl be guaranteed
by a membo' fu'm of the New York
Stock Exchange or a commercml bmzk
or trust ccanpany
NOTICE: 'l'ne signature above must correspond
with the name of thc Registered Ownea' as tt
appears upon thu front of this Conwactual
Obligauon m every pamcular, wzthont
alterauon or enla~ement or any change
whatsoever.
The following abbrev~almns, when used in the Ass~gnmant above or on the face of the within Obhgafion. shall
be construed as though they wore written out tn full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the enurelleS
JT TEN - as joint tenanls with right of sarvlvorslup and not as tonants in common
UN1F GHaT bUN ACT - Custodian
(Cast)
under Uniform Gifts Io Ivhnors Act
(State)
Addluonul abbrevmtlons may also he used though not m the list above.
FORM OF REGISTRATION CERTIFICATE OF
THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE. REGISTER NO.
I hereby certify that this Contractual Obhgallon has been examined, certified as Io validity, and approved by
thc Altorney General of the Slale of Texas. and that this Contractual Obhgat]on ha.,, been registered by the Comptrol-
ler of Pubhc Accounts of the Slate of Texa~.
Wllness my ,,Ignalurc and ~elt[ Ibis
ICOMPTROLLER'S SEAL)
Compm~ller of Public Accounts of the Slate of Texas
[END OF FORMSI
Section 7 DEFINITIONS. That the terms defined m this Secuon for all proposes of this Ordinance. except
where the conlcxt by clear imphcatlon shall otherwise require, shall have the respective meanings as follows, to-wit'
Ca) The lerm 'Code" ~hall mcan the Internal Revenue Cede of 1986. as amended.
(b) The terms "Conlractual Obhga*ion" and "Contractual Obhgaaons" shall mean the "City of College Sm*ion,
Texas, Pubhc Properly Finance Contractual Obhgattons, Series 1991" anthorized to be Issued and dchvcred by *ius
Ordman~.q~
¢c) The ten. "Paying Agen~,eg~strar" shall mean inuially First City. Texaa - Houston, N.A. Houston. Texas.
or a,y successor named by the Issuer in accordance with the pmwsions of SecUon $ of th~s Ordinance.
Section 8. INTEREST AND SINKING FUND. The City of College Stution. Texas, Pubhc Property Finance
Contractual Obhgauons. Series 1991 Imerest and Sinlung Fund (ll~ "Interest and Sinking Fund"), is hereby
anthorized and shall I~ established and ma.ntamed :n a depository bank of the Issuer. so long as the Conmlc.ml
Obhgauons. or interest thereon, are outstanding and anpmd.
Secuon 9. USE OF INTEREST AND SINKING FUND. On or before the 29th day of February, t992, them
shall be deposited m the Interest and Stoking Fund an amount, together with other amounts in Ihe Interest and
Stoking Fund, not less than the amount of pnnclpal and/or inte~st coming due on the Contractual Obligatsons on
the next succeeding payment date The Interest and Smlang Fund shall be used to pay the principal of and interest
on the Contractual Obligations as such pnncipal and mlerest come due
Section 10. TAX LEVY. All ad valorem taxes lewed and collected for and on account of the Contractual
Obhgauons shall be deposited, as collected, lo the credit of the Interest and Stoking Fund. During each year while
any of the Contractual Obhgauons are outstanding mid unpmd, the City Council of the Issuer shall compute and
ascenmn a rate and amount of ad valorem tax wluch will be sufficient to nase and produce the money requu'ed to
pay the mleresl on the Contractual Oblsgatlons as such interest comes due. and to provide and maintain a smiong
fund adequate to pay the pnnclpal of the Contractual Obligations as such principal matures cbut never less than 2%
of the original pnnclpal amonnt of the Contractual ObhgaUons as a stoking fund each year); and smd tax shall be
Imsed on the latest approved tax rolls of the Issuer. with full allowance being made for tax delmquanctes and the
,ost of tax collection Smd rote and amount of ad valorem tax iq hereby levied, and ~s hereby ordered to be levmd,
ag~..nsI all taxable prol~rty in the Issuer for each year while any of thc Contractual Obhgauons are outstandmg and
unp. ud: and ~md tax sh:dl be 0..,scssed and coileCled each such ye.'u' and depesued Io the credLt Of tile hlleresl and
S[]kmg Fund S[]d ad valore[] luxes sufliclenl Io prov~le for the pay[]ent of frae []lcresl on and pnnclpal of the
ConlracLual Obligations, ~ such []te~! c~[]es due and such pnnclpal []aturas, are hereby pledged for such payment.
waluu the h][]l prev:nbed by law
Sect]on I 1 SECURITY FOR FUNDS. All Funds crealed by th~s Ordmance shall be secured [] thc manner
and lo the fullest extcm perantled or requ~d by law rot the secanty of public funds, and such Funds shall be used
only for the purposes and [] thc []anner pen•ned or requu'ed by th~s Ordinance.
Section 12 DEFEASANCE OF CONTRACTUAL OBLIGATIONS. (a) Any Conlracmal Obhgauon and the
interest thereon shall be dee[]ed lo be prod. ruled, and no longer oulsm~hng (a "Defensed Contractual Obhgauon")
wIthin the meaning of this Ord[]ance. except LO the exlenl provided [] subsecl~on (d) of th= Secuon 12. when
puyment of the prmclpal of such Conlractual Obhgal]on, plus []lerest thereon to the due dale (whether such due date
be by reason of maturity or o~berwise) either (il shall have been made or caused to be made [] accordance with the
lenns thereof or (u) shall have been provided for on or before such due date by u'mvocably deposiUng with or
mak []g available to the Pay[]g Agenl/Reglstrar for such payment (I) lawful []oney of the Umted Stales of America
suffi~nent to make such payment or (2) Government Obhgeuons which malere as to prmcipal and •terest in such
amounts ,'md at such times as will []sure the avadabihty, without relnvestment, of su_fficlent []oney to provide fo~
such payment, and when proper arrangements have been made by the Issuer with the Paymg Agenl/Reglslrar for the
payment of its services enid aU Defensed Cenlractual Obligations shall hRve become due and payable. At such lane
as a Cone'actual Obhgalwn shall be deemed to be a Defensed Contractual Obhgallon hereunder, as afo~esmd, such
Conlracmal Obhgalwn and the []lerest thereon shall no longer be secured by. payable from. or enuded to the benefits
of. thc ad valore[] taxes herein levied as provided In this Ordmance, and such prmcipal and interest shall be payable
solely trom such money or Govem[]ent Obhgeuons.
(bi Any money so deposited with the Paying Agent/Registrar []ay al the written dm~cllen of the Issuer also
be •vested in Govem[]ent Obligations. •atanng [] the amounts and tunes as here•before set forth, and all •come
fro[] such Clovern[]ent Obligahons received by the Pay[]g Agent/Registrar which ~s not requu'cd for the pay[]ent
of the Contractual Obligat~on~ and •lerest thereon, with respect to which such money has been so deposited, shall
be turned over to the Issuer. or deposited as directed [] wnung by the Issuer.
(c) The term "Govem[]ent Obhgalums" as used in this Section 12. shall mean direct obhgmons of thc United
Slates of America, mcludmg obligations the prmcipal of and interest on which are unconditionally guaranteed by thc
United Slates of America, which may be United Stales Treasury obfigaltons such as its Slate and Local Goveinment
Series, winch may be [] book-entry form
(d) Unld all Defeascd Conu'ucmal Obhgauons shall have become due and payable, the Paying Agent/Regtslra'
shall perform the serwces of Paying Agent/Rcgistrer for such Defensed Conlrucmal Obhgatlons thc same as · they
had not been del'cased, and the Issuer shall make proper ~-angements to provide and pay for such services as
requu'ed by this Ordmancc.
Sect[]n 13. DAMAGED. MUTILATED. LOST. STOLEN. OR DESTROYED CONTRACTUAL
OBLIGATIONS. (a) Replacement Contractual Obhganons. In the event any ontstandmg Cenlractoal Obhgauon
is damaged, muulaled, lost stolen, or deslroyed, the Paying Agenl/Reglalrar shall cause to be pnnled, executed, and
dehvered, a new contractual obligation of the same pnncipal amount. []atunly, and mlerest rale~ as the damaged,
[]utllaled. lost, stolen, or destroyed Contractual Obligalion, in repluce[]ent for such Contractual Obligauon in the
manner here[]after provided
(bi Apph~at~on for Replucemenl Conlructual Obhgallons. Apphcauon for replacement of damaged. []uulaled.
Iosl. stolen, or de~uoyed Conlraclual Obhganons shall be made by the registered owner thereof to the Pay[]g
Ageul/Rcgl~lrar In every case o! loss, thefl, or desro~clion of a Conlractual Obhganon. the registered owner
9
applying Ior a replaremenl conlractual obhgallon .,,hall furu]sh IO the Issuer and tu the Paying Agenl/Reglstrar such
,,e~.urlly or mdeanuly as may be reqmred by them to ~tve each of theln harmless trom uny Joss or 'damage with
renpe~t Ihereto Al~. m every case of Io~.s. theft, or desn.act]on of a Issuer. the registered owner shall furnish to
thc Issuer and IO the Paying Agent~,eg]sltar cv]deace to their sansiacl]on of the Ios~, theft, or destruction of such
Conltaclual Obligation. as Ihe case may be. In every case of d,unage or mul~latlon ora Conlractual Obhgat~on. the
registered owner ~hall su~ender to the Paying Aganl/Reglslrar for cuncallanon the Conlractual Obhgauon so damaged
or inuid,lled.
(c) No D~fault Occurred. Notwllhatand,ng thc Iorcgomg pmws~ons of this Section 13, in thc event uny such
Contractual Obligation shall have matured, und no dcfaalt has occuned which t~ then continuing m the payment of
the principal of. redemption premmm. LC uny, or mtr,~at on Ihis Contraclual Obhgal~on, the Issuer may authorize the
payment of thc samc (wflhonl surrender thereol excepl in the case of a damaged or mutdated Contractual Obhgat~on)
inslead of issuing a replacement contractual obligation, pmwded sexunty or indemnity is fumtshed aa above pro~nded
in this Section 13.
(d) Charge for Issuml~ Replacement Contractual Obhgatmns. Prior lo the issuance of uny r~placement
contraeteal obhganon, the Paying Agent/Registrar shall charge thc registered owner of sach Contractual Obligal~en
with all legal, pnnUag, und other expenses an connuetion therewith. Every replacement contractual obl~allon tssoed
pur~uunt to the provisions of this Section 13 by vn.tue of the fact that uny Contractual Obhgauon ts lost. stolon, or
destroyed shall con~tlluto un obhganon of thc Issuer whether or not thc lost. stolen, or destroyed Contractoal
Obhgat~on shall be found at any time. or be enforceable by unyoue, und shall he entitled to all thc benefits of this
Ordmunce equally and proporhenately with uny and all other Contraclual Obligations duly issued under this
Ordinance
(c} Aulhonl¥ for Issuing Replacement Contraclual Obhgauons. In accordance with Se, ct,on 6 of Vernon's Ann.
Tea. Civ St. Art. 717k-6. this Section 13 of this Orchnance shall constitote unthomy for the issuaacc of uny such
replacement certificate w~thont necessity of further acuon by th~ Issuer ~' any other body or person, und the duty
of the replacement of such contractual obhgaUoas ~s hereby authorized und imposed upOn the Paying Agent/Ragismu',
und the Paying Agenl/Reg~trar shall authenticate and d~hver sueh Contraetanl Obhgatlons m the form and manner
und w~th thc effect, as provided m So:non ~5(a) of thru Ordmunce for Conlractanl Obliganons issued in conversion
and exchunge of other Contractual Obhganoas.
Secuon 14. CUSTODY. APPROVAL. AND REGISTRATION OF CONTRAC'I~AL OBLIGATIONS; BOND
COUNSEL OPINION. CUSIP NUMBERS AND BOND INSURANCE. Thc Mayor of the Issuer ts Ms, by
authorized to have conlrol of thc Contraetuel Obhgauons initially issued und dehvemd hereunder and all necessary
records and proceedings Ixmaimn$ lo the Conlractual ObhgaUons pen&ag then' dehvery und then' mveat~gauon,
examination, and approval by the Atlomcy General of the State of Texas. and then. regmtratlon by the Comptroller
of Pubhc Accounts of the State of Texas. Upon rogtstrauon of the Cemficates sa~d Complroller of Pubhc Accounts
(or a deputy designated in wnung to act for sa~d Comptroller) shall manually s~gn the Comlm'oller's Ragmtranon
Cemficate attached to such Contractual Obliganoas. and line seal of sa~d ComplroBer shall he unpressed, or pla~nxl
in facsimile, on such Certdicate. The approving legal opinion of the Issuer's Bond Counsel. a statement regarding
the issuunce of a mumcipal bond insurance policy lo secure payment of debt service on the Conlractoal Obhgations.
if uny. and the assigned CUSIP ntanhe~ may. at the option of the Issuer. he @nnted on the Contractual Obhgations
issued und dehvered under this Ordmun~. but none iff such opinion, statement, or number shall have uny legal
effect, and shall be solely for the convenience und lnformal~on et the registered owners of the ConLrat:tual
Obhgauon%.
Section 15 CONTRACTUAL UNDERTAKING WITH REGISTERED OWNER. The Issuer hereby, and by
the acceptance of each of the Conlractual Obhganons. contractually obhgates und comnuts ~tself to uUhze the riel
prt~ceeds av,'ulable from the ~s%uance and delivery of the Contractual Obhgatinos. after paymenl of costs of ~ssuance
related Iherelo. for Ihe acqmsmon or pureha.,,e of the Property m accordance with this Ordinance and the [ssuer's
phm el acqmsmon therefor
Srcllon 16. REMEDIES IN EVENT OF DEFAULT In adchuen to all el the rights and remecbes provided
by the laws of the Stale of Texas. the Issuer covenants and agxces thai m the evanl of default tn payment of principal
or intere,,t on any of the Contractual Obhgatlons when due. or. in the evenl it fa,Is Io make the payments mqtu.-'~
to be made into the Interesl ,and Stoking Fund or defaults m the observance el performance of any other of the
contracls, covenants, condlllons, or obhgatlons scl forth in this Ordinance or in the Contractual Obhgattons. the
following remecbe~ shall be available.
(a) the registered owners shall be entitled to a writ of mandamus issued by a court of competent jurisdiction
compelling and re~luinng the Issuer and the officmls thereof to observe and pet'form the contracts, covenants,
obligations, or condition', prescribed in this Ordinance; and
(b) any delay or omission to exercise any nghl or power accruing upon an}' default shall not impair any such
nghl or power nor be consmied to be a waiver of any such delanll or acquieSCence thereto, and every such
right and power may be exercised from time to time and as often as may be deemed expedienL
Sextlon 17 COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE CONTRACTUAL
OBLIGATIONS. The Issuer covenants to take any aclton or refrain from any action which would adversely affecl
the treatment of the Contractual Obligations as obligations deSCribed m secuno 103 of the Code. the interest on which
is not includable m the "gross income" of the holder for puqonses of federal income texation In furtherance thereof,
the [~uer covenants a.~ follows'
(a) to lake any action to assure Ihat no moro than 10% of the proceeds of the Contractual Obligations (less
amounts deposited lo a reserve fund, if any) are used for any "private business use," as defined m section
141 (b)(6) of the Cede or, if more than 10% of the proceeds are so used, that amounts, whether or not received
by the Issuer. with respect to such private busmesa use. do not. under tho terms of th~s Ordinance or any
underlying arrangement, duectly or m&rectiy, secu~ or prorate for the payment of mote than 10% of the debt
service on the Contractual Obligations, in conuavenuon of section 141Co}(2) of the Code;
(b) Io take any action to assure that in the event that the "private business use" described in sub- seclaen (a)
hereof exceeds 5% of the proceeds of the Contractual Obligauons (less amounts deposited to a reserve fund.
any) then the .amount tn excess of 5% is used for a "private business use" which ss "related" and not
"disproportionate." within the mennmg of section 141(b}(3} of the Code. to the govemmenlal use;
(c) to take any action to assure that no amount wluch is greater than the lesser of $5,000,000, or 5% of the
proceeds of the Contractual Obhgatlons (less amounts deposited rote a reserve fund. if any) is directly or
mdu'ectly used to finance loans lo persons, other than state or local governmental units, m centravent~en of
~,ectlen 141{c) of the Code;
(d) lo reft, un horn taking any action which would otherwise result m the Contractual Obligaaens being treated
a,, "private acuvlty Ix~nds" within the meaning of section 141(b) of the Code.
Ce) to refrmn from taking any action that would result in the Contractual Obhgations homg "federally
guaranteed" within the ineanmg of secaon 149(b) of the Code:
(O to refrn,n from using any pomon of the proceeds of the Contractual Obligations, directly or md~ectly, to
acquire or to replace funds which were used. du~ctly or mduv. ody. to acquire investment property (as defined
in ~cuon 148~b}(2) et the Code) which produces a materially higher yield over the term of the Contractual
Obhganons. other than mve~nnem properly acquired with --
11
(Ii prtvceeds of thc Co•factual Obligations invesled lee ,t reasonable te[]pora~ period of Ihrne years
or les,, or. tn the ca.,,e of a refunding bond. for a period of 30 days or less until such proceeds are needed for
the purpose for which the bonds are issued.
(9) amounts invested in a bona Iide debl service fund, wltlun Ibc meaning of section 1.103-13(b)(12)
lite Trea.,,ury Regulation,,..and
(3) ,amounts deposited in any reasonably required reserve or replaee[]ent fund to Ihe extent such
a[]oanb do not exceed 10% of the proceeds of the Contractual Obligations:
(g) to otherwise re~tricl the use of the proceeds of the Contractual Obligauons or amounts nested as proceeds
of the Contractual Obligations. as []ay be necessary, so that the Contractual Obhgatlons do not otherwise
contravene thc requirements ot section 148 of thc Code (relaung to arbttrage) and. to thc extent applicable.
section 149¢d) of the Code (relating to advance refandmgs).
(hi to pay to the United States el Antenca at least once dunng each five-year period (hegmmng on the date
of dehvety of the Contraental Obhgnt~ons) an amount that is at least equal to 90% of the "Excess Eammgs,"
with[] the []camng of section 148(f) of the Code and to pay tu the Umted States of America. not later than
fg) days afler the Contractual Obligations have been pa~d in full. 100% el the amount then requu'ed to be paid
as a re~;ull of Excess Earnings under section 148(f1 of the Code. mid
(ii to m.'untam such records as will enable the Issuer to fail'al its responmbiliti~s under this section and sectmn
1451 of the Code and tu reis• such ret-olds for al least SlX years following the final payment of prmcipal and
interest on the Contractual Obhgatlons
It is the unde~sumd[]g of the Issuer that the covenants contained herein are intended to assure complamca with the
Code and any regulaUonb or •hugs pro[]ulgated by the U.S. Department of the Treasury pursuant thereto. In
furtherance of such intention, the Issuer hereby authorizes and thrects the Mayor and City Admmislrator and chief
financial officer of the Issuer to execute any docu[]ents, certificates, or reports requmxl by the Code and to make
such elecltoas, on behalf of the Issuer, winch may be penmtted by the Code as are consistent with thc ~ for
the issuance of Ihe Contractual Obhgntions. In thc event that regulations or rulings are hereafter promulgated which
[]edify. or expand provisions of the Code. as applicable to the Contractual Obligations. thc Issuer will not be
required to co[]ply with any covenant contained hereto to the extent that such []edification or expansion, in the
opinion of nationally-recognized bond counsel, will not adver,,ely affecl the exemption from federal raceme taxation
of interest on the Contraclual Obligations under secuon 103 of thc Code. In thc event that regulations or rul[]gs are
herealter promulgnted which i[]pose additional requirements which arc apphcablc to thc Contractual Obligations,
Ihe Issuer agrees to comply with the additional reqnlrements to the extent neeessaxy, m the opinion of natmnally-
recognized bond couascl, to preserve the exe[]pfion fi'om federal hteome taxation of interest on thc ConRactual
Obhgattoas under SCChon I0:~ Of the Code.
Section I 8. DESIGNATION AS QUALIFIED TAX-EXEMPT OBLIGATIONS. The Issuer hereby designates
the Contractual Obhgattons as "qualified tas-exempt obligations" as defined [] section 265(bX3) of the Code. In
furtherance of such designation, the Issuer represents, covenants, and warrants the following: Ia) thai denng the
calendar year in which the Contractual Obhgat~ons are issued, the Issuer Imcludmg any subordmate entities) has not
designated nor wdl de'~lgnate bonds or other obligations, which when aggregated with the Contractual Obligations.
will re~all m []ore than $ IO.000,(100 of "qualified lax-exampl obhgatlons" being issued: ('o) that the Issuer reasoanbly
ant~cipales Ihat Ihe aniount of mx-exempt obhgattoas issued during thc calnadar year m which the Contractual
Obligations are Issued. by the Issuer {or any subordmate entities) will not exceed $10,000,000: and (c) that the Issuer
will mice ,uch acuon or tefra• from such aehon as necessary, and a,, more particularly set forth in Section 17 of
this Orchnm~ce. in order that the Contractual Obhgatlons will nol be considered 'private acllvlty bonds" with• the
meaning el ,ection 142 of the Code
12
Section 19 SALE OF CONTRACTUAL OBLIGATIONS The Conlractoal Obhgallons ar~ hereby sold and
shall be delivered lO First City. Texas - Houston. N.A. for thc pumha:,e lance equal to $I.125,000. The Contractual
Obhgauons imually shall be regmlered m the name of F~rst C~ty, Texas - Houston. N.A. A Pur~hase Contract and
Inveslment Letter substantially m Ihe form attached hereto as Exhlhit C. between the Issuer and First Cily. Texas -
Houston, N A.. Houston. Texas, is hereby approved, and shall be executed by the Mayor and CJly Secretary of the
J~u~r
Section 20 AUTHORITY FOR OFFICERS TO EXECUTE DOCUMENTS. The M~yor. C~ty Secretary,
Executive Dlreclor of Ftscal and Hmnan Resources and chief financial officer of the Issuer. and all other officers,
employee~, and agents of the Issuer. and each of them. shall be and they are hereby e. xpn~ly anthoflztn:[,
empowered, and dlreeled from tone to tune and at any time to do and perform all ~uch atta and thmge and to
execute, acknowledge, and dehwr in the name and under the corporate seal and on behalf of the Issuer all such
instruments, whether or flor herein menttoned, as may be necessary or destmble m order to carry out the items and
provlSZonb of tMs Ordinanc~. the Contractual Obhgat~ons. the Purchase Contract and Inv~lment Letter. and the
Paying Agent/Registrar Agre~menl.
Seclion 21 INCORPORATION OF RE, CITALS. The Issuer hereby find.s that the state, inertia set forth in the
recitals of this Ordinance are line and colxect, and the Issuer hereby incorporates such recitals aa a part of this
Onhmmce
Section 22 EFFECTIVE DATE This Ordinance shall lake effect and be in full force and effect from and
alter the date of ils pas,~ge, and it i~ so ordered
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF COLLF-~E STATION. TEXAS.
AND EFFECTIVE ON this 28th day of Augusl. 1991.
A'I-i~ST'
Iq
Mayor, C[ly of College Station. Texas
/¥
Cfly Secretary, City of College Slatlon,
Texas
(SEAL~
13
E~HIBIT A
PERSONAL PROPERTY TO BE ACQUIRED
ESTIMATED
TYPE OF EQUIPMENT NUMI~ER COST
F~relmck I $222A66
Pohce and Municipal Court Computer I $260,000
System
Traffic S~gnal Control System I $ 85.000
Scraper I $174,260
Fmnl End Loader I $142,744
Motor Grader I $ 97.735
Tub Gnnder I $~O0.OOO
DELIVERY
DATE
July 1991
May, 1991
November, 1991
August, 1991
June. 1991
May, 199]
November, 1991
A-I
Exhibit B
F~rm o£ P~y~ng AgenUR.¢g~trar Agre¢lll¢[ll
PAYU"4G AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered rote as el Septelnher I. 1991 (Lite "Agreement"). by and belween the City el
College Station. Texas (Ihe "Issuer"), and First Cfiy, Tex~ - Houston, N.A. Hoaslon, Texas. a banking association
duly orga..zed and exlsung under the law~ of the Umled States of Ame, nca (the "Bank").
RECITALS
WHEREAS. the issuer ha,, duly authorized and provided for thc issuance of l~ City of Collage Station. Texas.
Pubhc Property Finance Conwactual Obhgatlens. Serius 1991' (the "Secufiuas"), such Secmmues IO be Issued m fully
registered form only as Io die paymem et principal and interest dlereon; and
WHEREA$. the Securllies ,are scheduled lo be dehvered to the mlllal purchasers thereof on or about September
16. 1991 and
WHEREAS. the Issuer has selected the Bank Io serve as Paying Agent~,egtstrar in connection with the
payment of the pt'mclpal of. p~imum, ff any. and interest on the Securltres and wllh respecl to the regtstratlon,
Iransfer. and exchange thereof by the registered owner~ thereof: and
WHEREAS. file Bank has agreed Io serve tn such eagaclues for and on behalf of the Issuer and has full power
and authority to perform and serve as Paying Agent/Registrar for the Securities;
NOW, THEREFORE. it is mutuMly agreed as follows'
ARTICLE OHE
.~PPOINTIVlENT OF BANq( AS
PAYING AGENT AND REOIS~
Section 1.01. Appointment. The Issuer hereby appoints thc Bank to serve as Paym8 Agent with respect to
the Secun*.cs. As Paying Agent for thc Securities. the Bank shall be respensiblc for paying on behalf of thc Issuer
thc pnnclpal, premium (If any), and interesl on the Secunaes as the same become due and payable to the registered
owncrs thereof, ali in accordance with fills Agreement and Ihe *Ordmancc" (hereulafler defined).
Thc Issuer hereby appoints thc Bank as Regtstrar with respect to thc Secmit~es. As Registrar for the Seeunues,
the Bank .shall keep and mamlam for and on behalf of the Issuer books and reeords as to the ownership of said
Secunues and with respect to the Iransfer and exchange thereof as provided herein and in the Ordinance.
The Bank hereby aecepl,, its appomUnent, and agrees to serve as thc Paying Agent and Regislrar for thc
Securmex
Section 1.02. Compensation As compensation for the Bank's sexvtces as Paying Agent/Registrar. thc Issuer
hereby agrees to pay the Bank the fees and amounts set forth io $chedalc A attached hereto for the in'st ye, ur of this
Agreement and thereafter Ihe fees and amounls set forth m the Bank's current fee schedule then in effect for services
ax Paying Agem/Regastrar for muntelpahtles, which shall be supplied to the Issuer on or before 90 days prior to thc
clo~e of the Fiscal Year of the I~quer, and shall be effect.ye upon the first day of die following Fiscal Year.
lu edthuon, the Issuer agrees Io reimburse the Bank upon tis request Ior all reasonable expenses, disbursements
.and advances mcun'ed or made by the Bank tn accordance with any of the provisions hereof {including the
re,'c,,onable eompeflsallon uud the expense.,, tlnd chxbursemants of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. I)efinitionq For all puqx',~es el this Agreemenl. except as otherwise expressly provsded ur
unl¢~s Ihe CollleXl olherwl.~ requires.
"AcceleraUon Dale" on :my SecunVj sneans the date on and aster wluch the prmcspal or ally or all mslalhnants
of mlere~l, or both, are due and payable on any Security which has become accaleraled pursuant to the lerms of the
Secunly
"Bank Office" means the pnnopal co~pomte trust office of the Bank as re:heated on the stgnamro page hereof.
The Bank wdl notify the Issuer m wnUag of any change m location of the Bank Office.
"Fiscal Year" means the fivcal year of die Issuer. ending December 3t
"Holder" and "Secumy Holder" each means the Person m whose name a Security ss regtsgred m the Security
Reglsler
"Issuer Request" and "Issuer Order" means a wriuen request or order ssgned in the name of the Issuer by the
Mayor of the Issuer. Ihe Dsrector of Finance of the Issuer. the ely Administrator. or the City Secmlary of the Issuer.
any one or more of smd officials, delivered to Ihe Bank.
"Legal Hohday" meaas a day on whsch the Bank ss requued or aulhortzed Io he closed
"Ordinance" means thc ordinance of thc governing body of the Issuer pursuant w wluch the Secunues arc
Is~ued. certified by the CHy Seerglary or any olher officer of the Issuer and dehYered Io thc Bank.
"Person" means any individual, coq~oratson, pa~nershlp, joint venture, asanc~mlon, joint stock company, u'uss.
umncorporaled organization or govcmmenl ur any agency or pahtical subthvisson of a government
"Prcdecc~sor Securities" of any parUcular Secunty means every prcvmus Security ewdancmg all or a portm~
of the same obhgauon as :hal cvldanced by such particular Sccunty (an& for the purposes of Ihia dct-mlUon, any
mutdalerl, losl. deslroyed, or stolen Secunty for whsch a replacement Security has bccn registered and dchvcrcd in
heu thereof parsanm to Secuon 4 06 hereof and the Ordinance).
"Redcmptwn Date" when used with respect m any Bond to be reAecmed mcaas thc dale fixcd for such
rcdemplson pursuant to Ihe Icnns of the Ordinance.
"Responsible Officer" when used w~th respect to thc Bank means thc Chamnan or Vicc-Chau'man of thc Board
of Dsrectors. dsc Chauman or Vsc~-chainnan of the Execuave Commmee of the Bored of Du-cctors, the President,
any Vice President. the Secretory. any Assrs~anl Secrelary, thc Treasurer. any Asssstant Treasurer, thc Cashser. any
Asslstanl Cashier. any Trust Officer or Assssmnt Trust Officer. or any other officer of the Bank castomanly
perfurmnsg functmns slmdar to thot, e performed by any of the above dcssganled officers and also means, wsth respect
to a Farucular coqxrate trust maner, any other officer to whom such matter is referred hecansc of his knowlndge
ol and famdmrfly w~th the particular subJeCt
"SecunVff Rcgsstcr" means a regsstcr mamtmncd by Ihe Bank on bchalf of thc issuer provsdiag for the
reg~strallon and transfer of the Securme~
"Stated M.flunty" me4m,, the dale specified in the Orthnance the pnnclpal of a Secunty is sehedulcd to bc duc
:md payable
2
fa'
Section 2.02. Other Definition.,. Thc lenn~ "B,'mk," I,,.suer." and Securitxe~ (Secumy)" have Ibc incanmgs
assngned to thegn m thc ro.'lhd p,~agraphs ol Ilus Agreement
The Icnn "l'aymg Agenl/Rcgl%lr,'u'" relers to the Bank m the performance of the duties ,'md fancUons of lhts
Agreeln~,:nt.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Pa in A ut. As Paying Agenl, Ibc Bank shall, provided adequate collected funds
have been provided lo JI for such purpose by or on behalf of the Issuer. pay on behalf of the Issuer the principal of
each Security at its Slated Matunly, Redemption Date. or Acceleration Dale, to the Holder upon surrender of the
Security IO the Bank at the Bank Office.
As Paying Agent. the Bank shall, prowded adequate collecled funds have been provided to it for such purpose
by or on behalf of the Issuer, pay on behalf of the issuer the interest on each Sacunty when due. by computmg the
,amount of interest to he prod each Holder and prepanng and sending checks by Umted Slates Marl. fa'st class poslage
p~p[]d, mi each payment date, to the Holders of the Secunlies Ior Ibe~r Predecessor Securities) on the respecuve
Record Date. to Ihe address appeanng on the Security Regisler or by such other method, acceplable to the Bank,
reque.~ted m wnuag by the Holder at the Holder's risk and expense
Section 3.02. Payment Dates. The Issuer hereby instructs thc Bank to pay the principal of and interest on
the $ecur]IJes on the dates specified m the Ordinance.
ARTICLE FOUR
REGISTRAR
Section 4.01. Security Register - Transfers and Exchanges. The Bank agrees to keep and maintain for and
on behalf of the Issuer at the Bank Office books and records (hereto sometJmes referred to as the "Security Register")
for recorthng the names and addresses of the Holders of the Securities, the Inmsfer. exchange, and replacement of
the Securmes, and the pa~nnent of the pnncspal of and interest on the Secunues to the Holders and containing such
other m fuematlon as tony be reasonably requtred by the Issuer and subJeCt to such reasonable regulations as the Issuer
and the Bank may prescribe. All transfers, exchanges, and replacement of Secunttes shall be noted in the Security
Register.
Every Security surreudered for transfi:r or exchange shall be duly endorsed or be accompanied by a wnttco
]nsn~ment of ttan,~fer, the s~gnature on which has been gum'anteed by an officer of a federal or state bank or a
member of the National Assocmtlon of Securities Dealers, m form satisfactory to the Bank, duly executed by the
Holder tbereol or lus agent duly authorized in wnt[]g.
The Bank may request any supporting documentauon tt feels necessary to effect a re-reglstrauon, nansfer, or
exchange of the Securme&
To the extenl posstble and under reasonable clrcumslances, the Bank agrees that, m relation to an exchange
or transfer of Securme~, the exchange or transfer by the Holders thereof will be completed and new Securities
delivered to the Holder or the assignee ol the Holder [] not mort: than thre~ business days after the receipt of the
Se. cunl~e~ to be cancelled [] an exchange or transler and the written m$1tument of wan,M'er or request for exchange
duly execuled by the Holder, or his duly authonzed agent, m Iorm and []anner sausfactory to the Paying
Agent/Reg rd.'ar
Section 4.02. Cenificales. The Issuer shall provide an adequate []venw~y of printed Secunues to faelhmte
transfen or exchanges Iheteof. The Bank covenants that the inventory of pnnted Securities will be kept m
,,alekeepmg pending Ibeir u,,e. ,and re:~,,oanble care will be excrcimd by Ihe Bank m maintaining such Secunucs iii
~afekecpmg. which shall be not less than Ihe cm'e mainlalned by the Bank for debt securities of other political
~;UbdlVl~;iong or corporallons for which ii serves a.q reglStrai', or that I~i inaifllained for its own m:unUes.
Section 4.03. i~orm of Securily Re~ister The Bank. as Reglslrar. w:ll mainlain the Security Register relatmg
1o the registrallon. Ixqymenl. trimeter, and exchange of the Secunues m accordance with the Bank's general pracuees
and procedures in effect from lime Io time The Bank shall unt be obligated to maintain such Security Register in
any form other than those which the Bank has currently available and cutrenlly uuhzes al the nme.
The Security Register may be mmntmned in wntlen form or m any other form capable of being converted into
wrlllan form wlthul a rea.,,onable tone
Section 4.04. I.i,tl of Security Holders The Bank wdl prowde the Issuer at any time requested by the Issuer,
upon payment of the required lee. a copy of the reformation eonh'uned m the Security Register The Issuer may also
m,,pect the mfoml,toon conlamed m the Security Register at any nme the Bank is cestomanly open for business,
provided thai reasonable t~me Is allowed the Bank to provide an up-to-dine hslmg or Io convert the information into
whiten Iorln.
Unless requcred by 'law. the Bank will not n~lease or disclose the contenls of the Security Register to any
person other than to. or at the written requesl of. an anthonzed officer or employee of the Issuer. except upon receipt
of a court order or as otherwise requu~d by law. Upon receipt of a court order and prior Io the release or disclosure
of the cements of the Security Register. the Bank w~ll notify the Issuer so that the Issuer may ¢outest the court order
or such release or d~.selosure el the contents of the Security Register.
Section 4.05. Return of Cancelled Certificates The Bank wlU. at such rea..n)nable intervals as ii determines.
sun'ender to the Issuer. Securities m hca of which or m exchange for which other SecufiUas have been issued, or
which have been prod
Section 4.06. Mutilated~ Destroyed~ Lost or Stolen Securities. The Issuer hereby instructs the Bank, subject
lo the applicable provisions of the Ordinance. to dchver and issue Secunues in exchange for or in flea of mulilated,
destroyed, losl. or slolen Secunues as long as the same does not pesult in an over issuance.
In case any Sectmty shall be muulatcd, or destroyed, lost or stolen, the Bank. in as &scrctton, may execute
and deliver a replacement Security of hkc form and tenor, and in the same denomination and bearing a number not
contemporaneously outslandmg, m exchange and subslitutlon for such muulated Secunly, or m lieu of and tn
substitution for such destroyed lost or stolen Security, only after (i} thc fdmg by the Holder thereof with the Bank
of ewdence satisfactory to the Bank of thc desl~uction, loss. er theft of such Secumy. and of the authenticity of the
ownership thereot and (ii) the luunshmg to the Bank of mdemmficatlou in an amount satisfactory to hold the Issuer
and the Bank harmless All expenses and charges assocmted w~th such indemnity and with the p~parauon,
execution, and dehvery of a replacement Security shall be borne by the Holder of the Secerity mutalated, or
deslroyed. Iosl. or stolen
Section 4.07. Transac~ien Information to Issuer. The Bank will. within a reasonable tune after receiI~ of
wn~.en request from the [$suer, furnish the Issuer information as to the Securities it has prod pursuant to Section
3 01, Secunlles ii has delivered upon the transfer or exchange of any Secunues pursuant to Section 4.01, and
Secunt~e~ it ha.,; dehvered iii exchange for or m lieu of mat~lated, destroyed, lost. or slolen Securities pursuant to
Secllon 4.0~
ARTICLE FIVE
TH~ BANK
Section 5.01. Duties of Bank The Bank undertakes IO perlonu thc duties se! lorth berem and agrees lo use
r~,LV..~nablc c,u'c m Ibc pcrlonnance Ihcreol
Section 5.02. Reliance on Documen~ EIe (a) The Bank may conclusively rely. as to thc troth of thc
slatemenl~ and correclness of thc opanons expressed thereto, off ceruficates or opinions funushed to the Bank.
Ch) The Bank ~hall nol be liable for any error of jndgmenl mnde m good faith by a Rc~pous~blc Officer. unless
it shall be proved that the Bank wan negligent in ascerlmnmg thc pertinent lacts.
¢c) No provls~oun of th~s Agreement shall require thc Bank to expend or risk its own funds or othcrw~sc recur
any financtal habthty for performance ol any of its dut~ hereunder, or tn the exerets~ of any of ~l~ rights or powcm,
If ~t shall have rca,,oanble grounds for behewng that repayment of such funds or adequate mdemmty satisfactory to
it agmn,,I such risks or Imbfllly is not assured to ~t
(d) The Bank may rely ,and shall be protectnd m acting or refranun8 from acting upon any reanluuon.
certificate, ~latement. msl~umenl, opinion, report, notice, request, d~recuon, consent, order, bond, note. security, or
other paper or document believed by fl to be genume and Io have been s~gned or presented by the proper patxy or
parties W~thout limiting the g~nerahty of the foregoing slatement, the Bank need not exmnme the ownetslup of any
Secunlres. but is proteclnd m acting upon receipt of Sccunues conlaimng an endorsement or lnslruclion of Iraanfer
or power of transfer which appears on ils face to be agned by the Holder or an agenl of the Holder. The Bank shall
nol be bound to make any mvesttgauon into the facts or matters stated m a resolulton, c~ficate, atalement.
instrument, opimon, reporh not,ce. ~'quest. d,rection, consent, order, bond, note, security, or other pape~r or document
supplied by Issuer.
re) The Bank may consult with counsel, and the wnttsn ndwee of such counsel or any oplmon of counsel shall
be full and complete authorization and protection wflh respect to any aclion taken, ~uffered. or omttlnd by tt
hereunder m good fiuth and in reliance thereon.
(f) Th,, Bank may exercise any of the powers hereunder and perform any duties hereunder either directly or
by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer The rcctlals coulamed hercm with respect to the Issuer and m the Securities
shall he taken as the atalemenls of the lssuer, and the Bank assmncs no respon,¢lbfltty for their CoiTectncss
The Bank shall m no evenl he liable IO the Issuer, any Holder or Holders of any Security, or any other Person
for any amounl duc on any Security from ~ts own funds.
Section 5.114, May Hold Securities The Bank, in Its mchvidual or any other capacity, may become the owner
or pledgee of Securities and may olherwise deal with the Issuer with thc same rights ~t would have if a were not
thc Paying Ageul/Reg~strar. or any other agenl
Section 5.05. Money Held by Bank. The Bank shall deposit any money recetved from Ihe Issuer into a trust
account to he held m a fiduciary capacity for the paymenl of the Secunues. w~th such money m the account that
exceed the depo.,~t insurance, available to the Issuer, provided by the Federal Deposit Insuranee Corporation to be
fully collaterailzed w~th securities or obhgatloas that arc el~gthle under the laws of the Slate of Texas to secure and
be pledged ~ collateral for trust accollnis unlll die principal and interCsl on such v2¢urltJC.% have bo~n presented for
i~ymen[ mid [~ud to the owner thereof Payments made from such ~rust account shall bc made by check draw]] on
5UC]I InlS! account ullless the owner of .~uc]l Sec'unties shall, at ils own eXtra,Use and risk, r~qu~[ such other medium
ol poymenl
AAA funds al any ume and from time to ume provided Io or held by the Bank hereunder shall be dcemed.
construed, mid con%ldered for all purpo~s as being provided to or held by the Bank in trasL and as a trusLce for the
benefit ut the Security Holders The Bank acknowledges, covenants, and represents that At ls acung hereto m a
fiduciary c~aclty m relation LO such funds, and ls not accepting, bokbng, administering, or applying such funds as
a banluug depository, but so]ely as Imstce and fiduciary for and on beh.'df or the Security thereto, except as mzstec
pursuanl to Ihe terms or this Agreement Thc Ho]dcm shall be enUlled lo the same preferred claim and f~t hen on
the funds 5o provided a.s are enjoyed hy the beneficiaries of trust funds generally. 'The funds provided to the Bank
hereunder shall not be subJeCt to warrants, drafts or checks drawn by the Issuer and. except as expressly provided
hereto, shall not be subject to compromise, setoff, or other charge or dumnutton by the Bank.
The Bank sllaU be under no hnbdlty for ]nlerest on any money received by JL hereunder.
SubJeCt to the uuc]aJmad lx"openy bws of the State of Texas and any provisions m the Orcbnance to the
conlrary, any money deposited w~th the Bank for the paymenl o! the principal, prommm (Lf any). or interest on any
Security and rem.',mng uuc]azmed for four yea~s alter final matumy or the Secomy has become due and payable
wall be paid by the Bank to the issuer, and the Holder or such Secumy shall thereafter look only to the Issuer. and
the Holder of such Secumy ~hall thereafter look only to the ]ssuer for payment ther~oL and all ]mbthty of the Bank
with rc~pe~t to such money shall thereupon cease
Section S.06. Indemnification To the extent permitted by law. the Issuer agrees to mdcmmfy thc Bank for,
and hold it harmless agahlSt, any loss. liability, or expense mctuzed wAthoul negligence or bad froth on ils part,
arising out of or m connection with ils aceep~ance or adm~msUafion of zts duue,5 hereunder, including the cost and
expense against any clmm or bablllly m counecuon with thc exercAse or pel'fOnnance of any of lis powers or duues
under this Agrcement.
Section $.07. Interpleader. Thc Issuer and the Bank agree that the Bank may seek adjudicauon of any
adverse claim, demand, or coouoversy over its person as well as funds on deposit, m either a Federal or S~c
Dlsmct Courl located in the Slate and County whe,~ either the Bank Office or the admmistrutLve offices of thc Issuer
is Iocmed. ,*md agree Ihat ~rvios of process by cerUfied or repsterad mad. mum rccczpt rcquaste& to Ihc address
referred to m Section 6.03 of this A~reement shad consUmte adequate scrvzce. The Issuer and the Bank further ap*ce
that the Bank has thc night to file a Bdl of Inie~lcader m any court of competent jurisdiction to determine the rights
of any Person clmming any :nterest hereto
Section 5.08. Depository Trust Company Services. It is hereby represented and wan'anted that, m the event
the Securities a~c o~berwlse qualcqcd and acccptad for "Depository Trust Company" services or cqmvalcm dcposnory
u'u,d services by other organlzauons, the Bank has thc capabibty and. to the extent wzthm zts control wdi comply
with thc "Operauona] Affangcmcnts," effccdvc August ]. 1987. which cstabhshes reqmrcmcnts for secuntics to be
ehgzble tor such type depository Irust servLces. Ancladm$. but not bruited to. reqmremeats for the t:mehncss of
paymcms and funds avaJ]abdlly, uansfcr tumazooad tone. and notification of redemptions and calls.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment This Agreement may be amended only by an agreement m wnlmg slgnad by both
ol thc [~u'hcs hereto
Section 6.0]. As...ignmem Tins Agrccmcnl may nol ~ a~ffned by e~th~ ~ly w~t~ut the prior written
COll~elll o[ I~e oth~F
SeXton 6.03. Notie~ Any ~'quesL d~m,lnd, aulhon~tlon, d~t~. nouce.
d~umenl provided .r f~rnmled he.by I~ ~ g.ven or furmsh~ IO
dehve~'d Io Ibe Issuer or the B~k. res~l~vely, a~ Ihe ~$~ show~l off I~ s~gnalu~ ~ge of l~s Ag~emenl
~tion 6~4. E~e~ ~ Beadin~s The ~cle and Secuon ~eadmgs be~m ~ lot convemenee only ~ ~1
not 311ecl tbe cons~cl~ he.of
S~flon 6.0~. Sue~om and A~i~q ~1 coven~ts and agmc~nenls h~em by
succcsm~ and a~gn~, whether m exposed ~ not.
S~tion 6.06. Sever~bil~y. In c~ ~y ~ws~on hemm sh~! ~ mv~d. flleg~. ~ ~anf~ble. the
vahthly, leg~ty. ~d enfo~fl~ly of the ~mmnmg p~s~o~s sh~l nol in ~y way ~ gf~t~ ~ ~m~d ~emby.
S~tion 6~7. ~nefim of Agr~ment. No~mg be~m. exp~
the p~es h~to and their succes~rs he~u~er. ~y ~lrefit ~ ~y leg~ or equitable nghl. mm~y, ~ clmm
he~un&r
Section 6.08. Entire Agrcemenl. Th~s Agro~menl and Ibe Ordmanee consutute the entire agreement between
the parhes hereto relanve Io the Bank acting as Paying Agen~/Reg~swar and if any conflict exists between lus
Agrcemenl and the Ordmanee, the Ordinance ~hall grwem.
Section 6.09. Counlerparl.~ Th~s Agreement may be executed m any number ol counterparts, each of winch
shall be deemed an original and all ol which shall consumte one and the smue Agreement.
Section 6.10. Termination. Th~ Agreement w~ll terminate (t) on the date of final payment of the pnnctpal
of and interest on the Secunttes Io the Holders thereof or (n) may be earlier tenmnated by e~ther party upon 60 days
written nm,ce: prowded, however, an early termination of thts Agreement by e~ther party shall not be effecuvc until
fa) a successor Paying AgenVRcg~strar has been appmnted by Ibe Issuer and such appomtmont accepted and (b)
noucc has been gtven IO the Holder~ of thc Securities of Ibe appomlment of a successor Paying AgonVReglsUm'.
Furthermore. the Bank and Issuer mulually agree that the effective d_.t,~ of an early termmauon of th~s Agreement
shall not occur at ,any ume whmh would disrupt, delay, or otherwise adversely affect the payment of thc Securities
Upon an early tcnnmauon of this Agreement. the Bank agrees to promptly transfer and deliver thc Security
Register (or a copy thereof), together wtth other pertinent bo~s and records relating Io the Sceuntics. 1o the
%uccessor Paying Agent/Registrar des~ganled and appointed by thc Issuer.
The provisions o£ Section 1.02 and of Article Five shall survtve and remmn ,n fuU force and cffect following
the lennmalton of thru Agree~nent
Section 6.11. Governing Law Thts Agreement shall be consumed tn accordance w~th and governed by thc
law~ ol the State of Texas.
IN WITNESS WHEREOF. the parue~, hcrelo have cxeculed IbIs Agree~nenl ns ot the day and year t-~st above
wnllen
FIRST CITY. TEXAS - HOUSTON. N A
Houston. Tex~
By By
Tflle T~tle
[BANK SEALI Address
I I 11 F,'mmn
Houston. Texas 77002
Altesl'
CITY OF COLLEGE STATION. TEXAS
By
C~ly Secretory
[ISSUER SEALI
By
May~
Ad(hess: II01 Texas Avenue
College Stauon. Texas 77842
EXECUTION PAGE FOR PAYING AGENT/REGISTRAR AGREEMENT
SCHEDULE A
P'aymg AgenllReg~%trar Fee Schedule
[To he ~upphcd b), Ihe Bank]
A-I
Exh;h~t C
Fora1 of Purch,3.;e C'onlfik'L ,'md lnvesunenl Lellcr
$1.125,000
CI'i Y OF COLI.EGE STATION, TEXAS
PUBLIC PR{}PER'I Y FINANCE C(INTRACTUAI. OBLIGATIONS, SERIES 1991
PURCHASE CONTRACT
AND
INYESTMENT LETTER
Augu,,I 28. 1991
The Honorable Mayor .'md City C~auncll
CIly of Collet!c SI,Ilion
1101 Texa,, Avenue
College Slallon, TX 77842
L~e.', aud Gentlemen.
Thc undersigned. Fu~t City. Texas - Houston. N.A. Houslon. Texas (the "Purchaser") offc~ m enter mto IMs
~ha~ Conill ~ Invcs~ent ~ttcr (thL~ "Con~t") wait ~e C~ly of College Smtmn. Tc~ (t~ "C~ty"). T~s
offer i~ made subj~t to the Cfly's accep~cc of tMs Con,ct on or ~foff [0.~) p.m.. Cen~ Dayhghl Time on
Augu~l 28. I~1.
I PURCHASEANDSALEOFTHECONTRA~UALOBLI~ATIONS. U~eIe~s~dcon~I~o~du~nIhC
~s of the ~p~nt~ons ~t fo~h heroin. ~e ~h~ hereby ~s to p~h~ from t~ C~ly, ~d the C~ty ~-
by a~ to ~ll ~ ~hver to ~e ~<~ ~1 ~c of $1.125.~ ~ mnount of Cl~ of College
Texas. Public ~y Con~tu~ Obh~ons. Series I~1 (~e "Obhgauons~). ~e Oblations s~l ~ ~
Sep~m~r I. 1~1. sh~ have a single s~d m~unty date of ~h I. 1~2 ~d sh~l ~ mt~t from the
of thg~ imll,fl deh~ to I~ P~h~r (tho "Closing" ~ h~ingter ~fin~) at Ih~ m~ of 6.0% ~ ~num.
mle~t ~mg ~ayable ~ M~h I. 1~2 or u~n e~ly ~empuou. The pu~h~ ~ce f~ ~o Obh~ions s~
$ I.125.(~X~.
2. ORDINANCE. The Obllg~lon~ sh~l ~ ~ ~n~d m ~ sh~l ~ issu~ ~d ~d ~der the
of ~e ~m~tz ~opted by t~ C~ty Could of ~ C~ty (~ "C~ty Coumd") on this ~e (the "~ce")
Obhgal~on~ sh$1 ~ sub. gl w opuon~ ~empUon ~d s~l ~ ~y~le ~ pmvl~ in ~e
3. REPR~ENTATIONS, WARRANTI~ AND AOR~MENTS OF CITY. On ~0 ~e h~o{. ~ Ctty
w~la. and ag~es ~ follows
(a) ~e City ~s a mumc~ ~mt~on of ~ State of Tex~ ~d a ~y ~lmc ~ e~e. ~
full leg~ riehl. ~wer. and ~thonty to ent~ into th~ Con.ct. m ~opt t~ ~ce. to sell ~e Obh~Uons,
~d Io ~ssue ~d dehver ~e Obh~ons m ~e ~r as pmvi~ hewn ~d to e~ ~t ~d ~naumm~e
all other ~smfions ~<n~ m ~e O~n~ce ~ tMs Contract.
(b) By offie~ ~l~on of ~e C~ty ~or to or ~nc~tly with ~ ~p~ hemf. ~ Ci~ ~ duly
~t~ the OMm~, has d~y ~th~ ~ a~ the ex~uUon ~d ~hv~ of. ~d ~
by the C~ty of the obh~llons ~n~ in ~e Obl~atl~ ~d ~s Con~t ~d h~ duly ~t~fi~
ap~v~ the ~ff~n~tz by the C~ty of its obhg~s con.ed m ~e ~ge ~d in ~s Contr.
(c) The C~ is ~ m b~ch ot ~ def~lt und~ ~y apphcable ~w ~ ~mis~ve ~gul~on of the
Slate of Tex~ or t~ Uml~ Slates or ~y ~phc~le judgment or d~ or ~y I~ ~emem,
~lul~on. a~ement, or oilier ms~ment to which ~e City ~ a ~y ~ Is o~e~ subj~t, which would
ha~ a maten~ ~d ~vc~ offer u~m ~e busi~ or fi~ condmon of ~e C~ty: ~d the ex~ution
dehvem of this Conffael by Ihe City ~ lbo gx~uuon ~d dehv~ of t~ Obh~uo~ ~d ~g ad~tlon of the
~ce by Ihe C~ly ~ ~mph~ w~th I~ pmvk~lons of ~h ~mof wiU not wolfe ~ co~utule a
b~ch of or defaull under any ex,sling Mw. ~mmJs~u~ ~gulauon, j~gment. ~. ~ ~y ~emenl or
ot~r m~lmment to wMch Ihg Cily is a ~y or la oth~m subj<l.
{d} All a~mv~s, con.htS. ~d o~ of ~y g~nmen~ aufl~only ~ agency having j~l~lcfion ol
say mailer wMcll wouM const~tule a ~ondm~ precedent m t~ ~fl~ce by the City of ~ obh~t~ons
~ll and dehver t~ Obhgat~nns he.under will have ~en obtained ~or W t~ Closing.
(e) Be~een the ~le of tlu~ Con~cl ~d the Closing. Ihe City wdl not. wllhoul Ihe ~ wntton ~on~m
ol the Purchaser. i~ue any ~dlllo~ ~Bd$, note~, or olher obllgallons for ~w~ money ~yable ~m
~.cu~d by a hen on ~ pledge ol Ihe ad vMo~m Mxes (as de.'rind m the ~umnke). ~d file City wdl
I~Ctlr ~¥'tBai~lal [l~l]llle$. dlr~[ or ¢Oll[l~ge~l. la)f will I]le~ ~ ~y ~ve~ ch~ge of a inaterl~ natu~
in Ibc fifldn~l.l] ~t~lllon ol Ihe Cay ~ ~ t ~ ~ ,']
(fl No hllgauon is pending m any coufl in Brezo,q Counly. Texas or. m the knowledge of the
threatened in any courl afleclmg the corporae exlslence of the Czly. the title oi ils officers m then' respucuve
offices or reeking Io reslrean or enjoin the zssuance or delivery ot the Obhgauous. the collection of taxes
pledged or lo be pledged to pay the prm¢lpul of and mlere,~l on the Obhgatums, or m any way Conlestmg or
after, ting the e,su.'mce, executam, dehvery, paymenl, ~cunty. or valalfly of [he Ohhgauons. or in any way
conleslmg or affecting' the valld:ly or enforceabdi~y of Ihe Ordinance or Ihls Contract. or contesting the powers
of the Clly. or any anlhonly lor the Obhg~lon~. the Or~hnance, or Ihe, Contmut.
~gl The Obhg.'mon~. whan v',4hdly executed, anthenl~cated, and dchvered m accordance wllh the
Orthnance and ~old to the Purehase, r as provMed hereto, wall be validly ~sued and outmnchng obhgat~ons of
the C~ly enmled lo the benefits of. and subjecl to Ihe lanltat~on~ con~mned iii, the Ordinance.
Chi Belwcen the dale of this Con~ract and the date of the Closing the Clly shall d~sclose to. chseuss w~th,
and provide any mlhrmaUon reasonably requested by the Parcha~er in coanecuon w~h any breach, default.
or fadare Io comply, of whaever naturc and of which Ihe CIly. has knowledge regarding any law, loan
agreemem, indenture, bond, no~e. resulullon, agreemenl, or other mstrumenl lo which the C~y is a party or
lo wh:ch the Clly. or any of the pn~eny or as~ls of the C~ty ~s otherw:se subjecl
4. REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF PURCHASER The [:hlrchaseg hereby makes the
following represenhallon', and wawanues to the
(al The Pu~ha~er has the lull nghl. power and anthonly Io enter into th~s Conwact. and th~s Contract
coaslflates a valid and binding obhgellon of the Purchaser. enforceable m accordance w~th ~ts terms, excepl
as Ihe ~me may be Imuled by banltruplcy, msolveney, morslonum~ reorgamzaUon, or other hws of general
apphcatmn affecting the enforcement of crethlOrs' rights or by eqmlable principles, and subJcel to the
uanvadabfllty m any .lunsdlcllon of specific peri'ormance or any other equitable remedy.
lb) The Purchaser ~s a suplnsl~cated and well informed investor, has knowledge and expunence m
financial and business matters relating lO the investment m the Obhga~oas, and ~s capable of evaluaun8 the
menC~ and n,,ks Cmcludmg the sce~nly pledged lo the paymanl of the Obhgat~ons) of such mvestmeta and
prol~.~lmg ic~, interests in connecuon with th~s financing. The Purchaser has the financtal abthty to bear the
eeonoanc n~ks of purcha.m:g the Obhgal~oas. inclu&ng the complele loss of the mvesunenc
¢c) The Purchaser underslands ~he term ~acored~ted investor~' as used in Reguinlson D pwmuigated under
the Secunlles Act of 1933. as amended and Purchaser represanls and wan'ants thai such Purchaser ~s an
'accrcthted mveslor" for purposes of ac, quuing the Obhganons.
id) The Parchaser has made ~ts own mqan7 and analys~s with respect to the Obhgatrens, the security
therefor, Ibe eqmpment to be financed w~th the proceeds of the Obhgatmus. and other maeaml factor~ affecting
the seCunly and paymenl of the Obhganons. and the Purchaser has not rehed upon any slalemenl by the City.
~ts officers, trustees, or employees, or ~ls financsal consultants or legal adv,.ns m counecUon wUh such inquu7
and analy~ or m coanecuon w~th the offer and sale of the Obhgauoas.
Ce) The Purchaser acknowledges that ~t and ~ts represeotatives have been furmshe, cl, prior to the date
hereof, all ck)cumenls and certificates executed m coanecuon w~th the authorization and ~ssuance of the
Obhgeuoas and all reformation concerning the financing needed to make an reformed dec.sion w~th respect
to ~ts mveslment m the Obhgeuons. The Purchaser fmlher acknowledges that it has full oppormmty to ask
quesuoas and receive ant, wets from officers and rei~resentat~ves of the ~ty concerning the financing and to
obtain any addmonal mfonnanon which the C~ly possesses which was necessm7 lo verify the ace~acy of the
reformation regarding tile C~ly. the financing, or otherwise desired m corinect~on w~th ~18 evaluation of the
decv,~on to purchase Ihe Obhgauoas
if) The Purchaser i,~ purchasing the Obhgellons for ~ts own account for mvesUnenl only and the
Purchaser has no present mleat~on of reselling or dlslnbulmg the Obh~anons In mahng the foregmng
represenlat~on, lhe Purcha.~r is aware that il masl bear the economic risk of such mveslment for an mdafinite
period ol nme. and. in the event that the Obhgatlons are sold by the Purchaser. such sale may only be made
to per,,ons who are able lo aad do confmn m wnung to the Clly m advan,,-e of such sale the repre~enm~oas
cont,'uned m p:wagraph,, ia) Ihmugh II') hereof
'~. CI OSl~.~,. Al JO 00 A M., CenWal Dayhghl Tune. on Seplemher 16. 199 I. or such other date as the purlles
agree to (the '~Cl*~mg"l. the C:ly wdl deliver the mmal Obhganou (as defined m Ihe Ordinance) to the Purchaser.
m the titan reque,,ted by the Purcha,eer. duly execuled and autheancated, togelher w:th Ihe other documenls
bemmalter menlmned, and the Pu~,haser will accept such dehv~ry and pay the purcha~,,: puce of Ihe Obhganons
.,~1 forth iii Paragraph I hereof in nnmedlalely avlulable tunds Delivery ,md paymem as aforesaid shall be made
al the c*ffice~ ~1 Fw, IClly. Texa,,, - Hl~aston, N A. Hou,,ton. Texa~ or ~u~ll other place as shall have been mutually
2
agreed upon by the City and the Pnreha~r Thc Obligations shall be del]vo.cd in typed foml as requested by the
Parchav:r; sh:dl be prelXlred and dchvered a.% a fu)ly registered obhgalton iii thc single denommauou of $!
and ,,hall be reglqlcred m die rt.'uric of the Purchaser
6 (.'¢iNBITION$ The Pun. haste has entered lUt{! this ConltaCl in rehauce upon Ihe repre~enlaUOnS ~
w,~ultlus of Ibc City conlanled bern[] and lo be conlanled in the documents and mstrmnouts to be delivered at the
Chewing. and upon Ilk' perhmnance by the City o£ iIq obhgalion.,, hereunder, lk'qh as of Ibe dale hereof and as of the
date el CIos[]g Auuordnlgly. die Pumhaser'q obhgalions under this Conm~.t lo purchase and pay for the Obhgations
nh.all be subJeCt lo the perfonmmce by the City el Els obhgauouq lO be perlormed hereunder and under such
documonl~ and instruments al or prior to the CIo~tng, and shall al~o be subject lo the follow[]g conditions.
(a) Thc repre$enlahon5 and warrafll]es of the City contained hereto .,,hall be true. co[]plete, and correct
in all material re,,peclq on Ihe date hcrex~f mid on and as el the date el Closing. as ]1 []adc on the date of
Cltx,,ulg,
(bi At the limn of the Closing. the Ordinance -shall be m full Iorce and effccl and shall not have been
amended or supplemented except as may have been agreed to by the Purchaser;.
(c) At thc lime of the Clos[]g. all officud acuon of the City related to the Ordinance shall be m full
force mid effecl and shall nol have been amended. []odlfied. or supplemented.
(d) The City ~hall not have fa,led to pay pnnclpal or interest when duc on any of Ets outstanding
obhgatlous lor borrowed money;
(e) At or prior to the Closing. the Purchn.~r shall have received one copy of eat'h of the lollow[]g
dt~. umcn[,,:
fl) Thc Ordinance certified by thc Mayor and the Cfly Secretary of the Chy undo' ]ts seal as
having been duly adopted by the City and as being in effect, with such changes or amcndmcats es may
have been agreed lo by thc Purchaser;.
¢2) An op][]on, dated the date el Closing. of McGmmn, Lochndgc & IOIgore, Bond Counsel to
Ihe CIly. ]n form mid substance ,'utached as Exhzbzt A lo dus Contract;
¢3) An unqualJfied opl[]on, dated on or prior Io the date of Closing. of the Attorney General of
Texas. approving the ObhgaUons as requu'ed by law:
(4) A cerUficatc, dated the date of Closing. signed by thc Mayor and the Execmlve Dir~ulr of
Fiscal and Human Resources of the City. to thc effect that (ii thc relWeSemtat[]ns and wan'satins of the
City eontanied herein are tree and eo.r~t m all material respects on and as of the date of Closing as
if made on the date of Closing; (u) no hUgalmn ts pending m any court m Brazes County. Texas or, to
the knowledge of such persons, threatened m any coral to restrain or enjoin the tssuanc~ or dehvo.y of
Ihe Obhgauons. or the collection of taxes pledged or to be pledged to pay the principal of and mt~est
on the Obligal:ons, or in any way contesting or affecting line validity of the Obhgations, the Ord~mmc~.
or th:s Conlracl. or contesting thc powo.s of thc City or contesting the anthmazatxon of thc Obhgauons
or thn Ord[]ance (but m lieu of or in conjunction with such ceCaficate the Purehasex may, [] its sole
discretion, accept cerlificates or op[]tons oi such Attorney that. [] his opinion, the issues raised m any
such penthng or Ihreatcned litigation ate without substance or that thc contentions of all plaxnfiffs thereto
are without merit), and (ut) to the best of theft knowledge, no event affecting the Chy has eccatxed
which should be ~iosed to the Po.chaser
(~i) A cemficalc, dated the date of the Closing. of an appropriate officml of thc City to thc effect
thai. on the basts of the facts, estimates, and c~reumstances [] effect on the dase of delivery of the
Obligations. it is riel expected that the proceed.% of the Obligallons will be used in a manner that would
can~ the Obhgatton', to be arbitrage bond~ within the []caning of secuon 147 of the Internal Revenue
Code of 1986. a.,, a[]ended, and
(6) Such 4ddltiona] legal oplmons, cemficateb, instruments, and other documents as Bond Counsel
or the Purchaser []ay reason,ably requesl to evidence the truth, accuracy, and completeness, as of the
dale hereof and as el the date of Ck~lng, of the City's repreaental[]as and warranties unstained he. rem
and the due pertonnan~e and satlslacnon by the City al or pflor to the date el Closing of all agreements
then Io be performed and all conditions then to be ~tlsfied by the Cay
All of thc O?nlmns, letters, ccrt~ficatcx, msu'mncnls. ,'md other dtx'umcnts mentioned above or elsewhere In
Ihss Contract shall be deelned to be Ill korspl]ance with thc provsslons hereof If. but only if. they are satisfactory to
the Purcha~r and Boed Coan~l
If the City .,hall be unable to .,,allqy the conthuons to thc obhgauons o£ Ibe Purchaser to purchase, to accept
dehvery of. and Io pay lot the Obhgatlons ax set forth in tins Contracl, or i£ the obhgatlons pi the Purchaser Io
purchase. Io accept delivery of. amd to pay for the Obhgalions shall be terminated tm' any reason penratted by this
C~mlnlel. IIllx Conlmcl shall terlnlnale :aid neither the Pan'hazer nor the City xhall be under further obhgallon
hereunder, exc~pl that Iht: re,,pecllve ~tbhg.it~ons of the CIly and the Purchaser scl forth in Paragraphs 8 and 10 befool
xhall contlllUe Ul lull It~'ce iud ctfecl
7. TERMINATION The Pm.cha.,,er may terminate iix obligation to purchase at any lime before thc. Closing if
any pi the following should tx:cur
(al (il Leglnlatlon nhall have been enacted by tile Congress of the United Suites, or recommended Io the
Congrcs,, for passage by the Presldem of the United Slates or favorably reported for passage to either House
of the Cong~s'~ by any Commlltee of such House. or (ii) a decision shall have been rendered by a court
eslabhshed under Article I11 of the Conxlantlon of the United States or by the Umted Slates Tax Court. or tm)
an order, ruling or ragulauon shall have been issued or proposed by or on behall of the Treasury Department
of the Umted Slales or the Intenlal Revenue Service or any other agency of the Umted Slates. or (iv) a release
or officl~ slatemenl shrill have been i~ued by the Presldenl of the Umled SL'ues or by the Treasury
Department ot the United Slates or by the lnlemal Revenue Service. the eftect of winch, m any such case
described in clause Ii). {11). (111). or (iv), would be to impose, d~ectly or indirectly, federal income taxation
upon interest received on ohhgalmns ol the general character of the Obligations or upon income of th~ general
ch:u'acler to be derived by tile C~ty
(b) Any action shall have been taken by the Securities mid Exchange Commssslon or by a court which
would rcqmre regl~lratlon of any secunty under the Secunt]es Act of 1933, as amended, or qualification of
any ]ndenlure under thc Trust Indenture Act of 1939. as amended, in connection with the Obhgations. or any
action shall have been taken by any court or by any governmental anthomy suspending the usc of tile Limited
Offenng Memorandum or any amendment or supplement Ihercto. or any pro.'eedlag for that purpose shall have
been mmated or tlueatened m any such court or by any such authority.
(c) (0 The ConstituUon of thc State of Texas shall be amended or an amenthnent shall b~ proposed, or
ell) lagsslallon shall be enacted, or (gl) a decision shall have been rendered as to matters of Texan law. or Or)
any order, mlmg or regulalmn shall have been issued or proposed by or on behalf of the Slate of Texas by
an officud, agency or department thereof, affeclurg thc tax status of the City. its property or income, as bonds
0ncledmg thc Obligations) or the mteresl thereon, which m the judgment of the Purchaser would materially
affecl Ibe murket price of the Obhgallons.
(d) (il A general suspension of trudmg in secunues shall have occun'ed on the New York Stock
Exchange. or (u) the United Slates shall have become engaged in host~hties which have ~sulted in the
declaration, on or after the date of this Purchase Contract. of a natmnal eme~ency or wm'. the effect of which.
m either case described in clause (i) and (ii). ss, m the judgment of the Purchaser. so matorial and adverse as
Io make 11 impracucable or inadvisable to proceed with thc purchase or the delivery of the Obligauons on thc
terms and in the manner conlemplated in this Contract and the I~mtted Offering Memorandum.
(e) A general banking moralormm shall have been dcclan~d by anthonlaes of the Umted States. the Slate
o[ New Yolk or the Slale ol Texas.
8. EXPENSES. Thc Purchaser shall be under no obhgation to pay. and thc City shall pay. any expenses mcidont
to the performance of the City's obhgallons hereunder, mcindmg but not lunlted to. (il the co~t of the preparatlco
and. if necessary, printing of the Obligations. (u) the fees and expenses of Bond Counsel to the City; and (u) thc
fees and th,,bm.semenls of the City's accountants, advisors, and of any other experts or consultants ~elamed by the
City
9. NOTtCg.~ Any notice or other communication to be given to Ihe City under Ihis Contract may he given by
dehvcnng the .,.'une iii wrmng al the address Ior the City scl forth alxwe, and any nollce or other commun~canon
Io be given to the Pu~.h.'~scr under thlx Contract may be glvcu by dehvermg the same m wrmng to Fust City. Texas -
Itouston. N A.. Attn' Dale Lehman, I I I I Fanmn. Houston. TX 77002.
10. PARTIK.~ IN INTERESI' This Contract is made solely for the benefil of the City and the Pm'chaser
(Including the ',ucccs~,*rs or assigns o! the Purchaser) and no other person stroll acqmtc or have any right he~enuder
or by vmuc hereof. Thc CIly'x reprevcnlallons, wafrafllleX, and agreements contmned m this Conffac! shall
oper, tt~ve and in full lorc~ and efl~t, rcgardlex,, ol (il any invesugallon.~ made by or on hehalf of thc Purch~tser and
in! dehvery of any paymenl ior Ibc Obhg.,l~ons hcreundor: and the C~ty's representations anti WalZanues conla~ned
~n Paragraph 4 of th~s C~IiIF'~I ,tlld tile Purclla~e~',, rel~'eseniaUon~ and warranUcs contained m Pamgr'~oh 4 of th~s
~ontr:~.'t. shall remain operative lln~l in full ft~ce and ¢ffo. t. regardless of any termlrlnllon ol thy, Contract.
I1. b:~'~F(.TIVE I)A1 E TII~ Ctmtr~:t shall Ix. come efh.~:liw upon die execution ol the ncceplanee hcreol hy
thc Mayor of the City mid ,,hall bc v~dld mid enfocceablc a.~ of thc time of ,~uch acccphmcc.
Very ~'ulv y~u~.
Accepted
Thzs 2gth day of August, 1991
By.
Mayz~', Clly of College Station. Texas
FIRST CITY,TEXAS - HOUSTON, N.A.
By.
NAme
TItG~'
Exhibit A
Bond Opinion
CLETI'ERHEAD OF McGINNIS. LOCHRIDGE & KILGORE)
September 16. ~9ol
CITY OF COLLEGE STATION, TEXAS,
PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATIONS, SERIFS 1991
DATED SEPTEMBER 1.1991
IN THE AGGREGATE PRINCIPAL AMOUNT OF
WE HAVE ACTED AS BOND COUNSEL FOR TIIE CITY OF COLLEGE STATION, TEXAS (Ihe
"Issuer"). the issuer ot the Contractual Obligations deserthed above (thc "Contractual Obhgatlons"}, and m that
connection we have cy, ammed rolo the legahty and validity of the Contractual Obhgahons tor thc sole pu~ose of
rendenng an opinion w~th respecl to the legality and vabd~ty ol the Conlractual Obhgal~ons under the laws of thc
State of Texas. and w~th respect Io tile cxcludablhty of the interest on the Contractual Obhgatlons from gross income
fro' federal income lax purpo~s, and lot no othec rem~n o~ purpose. We have not been requeatnd to mvesUgate or
verify, and have nol independently invesl~galed or vended, any records, data. or olher material relating to the
financial coodmon or capabfllues of the l.~sner, and we have nol assumed any responabihty with re,peet Ihel~lO.
We have rehed ~lely on cemficalen executed by officials of the Issuer as to the curt'eat outstanding indebtedness
ol. and as~e,,scd valualtmt ot laxable prt~'~er~y within, the l~ucr
WE HAVE EXAMINED the apphcable and pemneat prov~lons of the laws ol the S~e of Texas. a
tran~npt of certified proceedings ot thc Issuer, and other perlmcat restrumenla authcn'tzmg and relaung to thc
rssuance of the Contractual Obhgauons, mclu&ng one of the execated Contractual Obhgatums.
BASED ON SAID EXAMINATION. IT IS OUR OPI.NION that the Contractual Obligations have been
authorized, ~sued. and delivered m accordance w~h law; that except as may be l~mted by laws applicable Io the
Issuer relating lo banla'uptcy, reorgan~zallon- and other slmdar malte~ affecting credilor~' rights generally, the
Contracluai Obhgations constitute valid and legally binding obhgauons of the Issuer;, and that nd valorem laxea
,~affic~ent to prowde for the payment of the mteresl on and pnnctpal of the Conlmctual Obhgations have beon levied
and pledged for such purpose, wnhm the hmtt pre~.nbed by law.
IT IS FURTHER OUR OPINION. excepl as thscas.~,.d below, that the mtecest on the Conuactual
Obhgat~ons ~s excludable trom the gross income of the owners thereof for federal income lax p~s under the
slatmes, regalauons, pubhsbed mhng~, and court dec~stons existing on the date of this oplmon We are further of
Ihe opinion that the Contractual Obhgat~tms are nol "pnvale acllwty bonds" and that, accorthngly, mtecest on the
Conwaclual Obhgduon$ will not be mclnded as an md~wdual or corpomle alteniat~ve minimum tax preference item
under ~cllon 57(a)(5) of the Inlental Revenue Code ol 1986. ~ amended (the "Code"). In expressing the
aloremenuoned opauons, we have rehed on. and assume comph.'mce by the Issuer with. ~.~am represeatauons and
covenanl~ ~gardmg the u~e mid uwestmenl of the proceed,, ol the Contraclanl Obligations. We call your attention
lo the fa~t ll~at fmlure by the l~uer to comply w~th ~uch repre~ulaUons and covenanls may can.~ the mlere$t on
the Contractual Obhgallonn Io become includable m gr~s income rem~acuvely to Ihe dale of rssuance of the
Conu'ac tu,~l Obhgat~on,,
WE ('ALL YOUR A'I-I'bNTION TO THE FACT Ihal Ihe ml. erc~l on lax-exempt obhgauons, such as
Conimclu,'d Obl~galaons. ~$ (a) included m a curporat~on's ,'dlemat~ve mmnnum laxable income for purposes of
determining the altcrnaUve mm~mum lax mrd Iht cnvzronmcnml tax Lmpor~d on coq)omtzons by secuons 55 and 59A
of thc Code. (b) ~ubjec! to the branch profils lax ~mpos~l on foreign corporauons by secuon 884 of the Co~; as~l
(c) included m the pass,va investment income of a subchaplcr S co~ooral~on and subj~l to the lax ~mposed by
section 1375 of the Code
EXCEFI' AS STATED ABOVE. we express no op~mon as to any other federal, slate, or local tax
convequence~ ol acqumng, carrying, owning, or d~sposmg ~f Ih¢ Contractual Oblisal~ons.
Respectfully submilled.
P, tge 2 ol 2 p~ge~