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HomeMy WebLinkAbout1984-1515 - Ordinance - 05/10/1984ORDINANCE NO. 1515 AUTHORIZING THE ISSUANCE OF CITY OF COLLEGE STATION, INTEREST BEARING CERTIFICATE OF OBLIGATION, IN THE TOTAL AMOUNT OF $400,000.00, TO PAY A PORTION OF THE PURCHASE PRICE OF LAND A~D A BUILDING, TO BE UTILIZED AS A TOURIST AND CONVENTION BUREAU, FUNDED FROM THE CITY'S HOTEL/MOTEL ROOM OCCUPANCY TAX FUND, CONTINUE LEVYING CERTIAN TAXES FOR REPAYMENT, AND ESTABLISHING AN INTEREST AND SINKING FUND, AUTHORIZING AN AGREEMENT WITH THE PAYING AGENT/REGISTRAR, AND OTHER PROVISIONS RELATING TO SAID SUBJECT WHEREAS, the City Council of the City of College Station deems it necessary to issue Certificates of Obligation to be delivered to CHIMNEY HILL PLAZA JOINT VENTURE, a Texas Joint Venture Partnership, consisting of Anthony J. Caporina, Jose Arguello, J. W. Wood, and Rodrigo Albir, or its registered assigns, to pay the City's contractual obligation for a .75 acre tract, more specifically described in the attached Exhibit "A"; and WHEREAS, the Certificate of Obligation hereinafter authorized and designated is to be issued and delivered pursuant to Article 2368a.1, V.A.T.C.S.; and WHEREAS, the notice(s) required by said statute has been duly published in the Bryan/College Station Eagle, which is a newspaper of general circulation in said City, in its issues of April 18, 1984 and April 25, 1984; and WHEREAS, the City received no petition from the qualified electors of the City protesting the issuance of such Certificate of Obligation; and WHEREAS, it is considered to be to the best interest of the City, that an interest bearing Certificate of Obligation be issued, in the amount of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00); to pay a portion of the purchase price of land and a building to be used for a tourist and convention bureau, to be funded from the City's Hotel/Motel Room Occupancy Tax Fund; THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: 1. That the City's Certificate of Obligation, to be called the "CITY OF COLLEGE STATION, TEXAS, CERTIFICATE OF OBLIGATION FOR PAYMENT OF A PORTION OF THE PURCHASE PRICE ON A .75 ACRE TRACT OF LAND, SERIES 00007", shall be issued under and by virtue of the Constitution and laws of the State of Texas, for the purpose of paying a portion of the City's contractual obligations for the purchase price of said property, which is to be used for the purposes indicated. 2. That said Certificate of Obligation shall be dated June ORDINANCE NO. 1515 Page 2 11, 1984, shall be n%unbered 00007, and shall be due and payable as provided for herein. 3. That Certificate of Obligation No. 00007 shall be issued and delivered in fully registered form without coupons, shall be dated as of June 11, 1984, and shall be in the face amount shown. Any subsequent Certificate of Obligation registered and delivered in exchange for the original Certificate shall be numbered 0007-1 and upward in the order that such certificates are authenticated and delivered by the Paying Agent/Registrar. 4. That Certificate of Obligation No. 00007 shall bear interest at a rate to be calculated daily by reference to the published prime lending rate of First City National Bank of Houston; the applicable prime interest rate for weekends, holidays, and other days upon which there is no published prime lending rate being the rate determined on the last business day of the preceeding week when the rate was published~ and the applicable interest rate payable upon outstanding principal under this Certificate shall be fifty-seven and one-half percent (57.5%) of the said published prime lending rate, and shall accrue as simple interest only. 5. That said Certificate of Obligation shall be issued, shall be payable, and may be redeemed prior to its scheduled maturity, shall have the characteristics and shall be signed and executed (and said Certificate shall be sealed), all as provided, and in the manner indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. 6. Payment of interest shall be made to the registered owner of the Certificate as shown on the certificate register provided for herein, as of the last business day of the calendar month next preceding the interest payment date, by check or draft mailed by the Paying Agent/Registrar to the address of such registered owner as it appears on the certificate register on the date aforesaid. 7. That the form of said Certificate of Obligation Number 00007, shall be, respectively substantially as follows: FORM OF CERTIFICATE No. 00007 $400,000.00 UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF BRAZOS CITY OF COLLEGE STATION, TEXAS CERTIFICATE OF OBLIGATION SERIES 1984 THE CITY OF COLLEGE STATION, IN THE COUNTY OF BRAZOS, STATE OF TEXAS, promises to pay to CHIMNEY HILL PLAZA JOINT VENTURE, a ORDINANCE NO. 1514 Page 3 Texas Joint Venture Partnership, consisting of Anthony J. Caporina, Jose Arguello, J.W. Wood, and Rodrigo Albir, or registered assigns, the principal amount of its FOUR HUNDRED THOUSAND DOLLARS and to pay principal and interest thereon, from the date hereof, at the rate of interest provided below, said principal and interest payments being due and payable on the anniversary date hereof in each year, in the amount of SIXTY-FIVE THOUSAND AND NO/100 DOLLARS ($65,000.00), consisting of both principal and interest, the interest portion thereof being calculated daily by reference to the published prime lending rate of First City National Bank of Houston; the applicable prime interest rate for weekends, holidays, and other days upon which there is no published prime lending rate being the rate upon the most recent date when such rate was published. The applicable interest rate payable upon outstanding principal under this Certificate shall be fifty-seven and one-half percent (57.5%) of the said published prime lending rate, and shall accrue as simple interest only. The balance of said annual payment shall be credited to principal in each year. The final payment of this Certificate shall be due and payable on June 11, 1994, which payment shall be in an amount equal to the then outstanding principal balance plus interest thereon for the preceding year calculated as provided for above. THIS CERTIFICATE OF OBLIGATION shall be payable to the registered owner annually in accordance with the above provisions pertaining to principal and interest, in lawful money of the United States of America. Such payment shall be made to the registered owner as shown on the certificate register provided for herein, as of the last business day of the calendar month next preceding the interest payment date, by check or draft mailed by the Paying Agent/Registrar to the address of each such owner as it appears on such bond register on the date aforesaid. The principal of such bond shall be payable as provided for above, without exchange or collection charges, in any coin or currency of the United States of America, which, on the date of payment thereof, is legal tender for the payment of debts due the United States of America. Said principal payment shall be made as provided for above, it being further provided that final payment of principal shall be made upon presentation and surrender of the Certificate by the registered owner, on June 11, 1984, or at an earlier redemption date, if any, at the principal office of the Paying Agent/Registrar. THIS CERTIFICATE OF OBLIGATION is dated as of June 11, 1984, issued in the principal amount of $400,000.00 for the purpose of paying for a .75 acre tract of land more specifically described in the attached Exhibit "A". As provided in the ordinance and subject to certain limitations therein set forth, this Certificate is transferable on the certificate register of the City, upon surrender of this ORDINANCE NO. 1515 Page 4 Certificate for transfer at the principal office of the Paying Agent/Registrar, duly endorsed, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed, by the registered owner hereof or his attorney duly authorized in writing, and thereupon one or more new fully registered Certificates of the same maturity, of authorized denominations, bearing the same rate of interest and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange this Certificate during the period of fifteen (15) calendar days next preceding any interest payment date or (2) to transfer or exchange this Certificate during the period commencing with the City's notice to the Paying Agent/Registrar that the City intends to redeem this Certificate or Certificates of the same maturity and ending on the date fixed for the redemption of such Certificate or Certificates. The City, the Paying Agent/Registrar and any agent of either of them may treat the person, firm or corporation in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Certificate be overdue, and neither the City, the Paying Agent/Registrar nor any such agent shall be affected by notice or knowledge to the contrary. On June 11, 1985, or on any interest payment date thereafter, this Certificate of Obligation may be redeemed prior to its scheduled maturity, at the option of said City, in whole or in part, for the principal amount thereof and accrued interest thereon to the date fixed for redemption. At least thirty days prior to the date fixed for any such redemption said City shall cause a written notice of such redemption to be mailed by certified mail, return receipt requested, to the registered owner of said Certificate as shown on the register of the Paying Agent/Registrar. Upon mailing said notice at least thirty (30) days prior to the redemption date, all as provided above, the Certificate of Obligation which is to be so redeemed thereby automatically shall be redeemed prior to its scheduled maturity, and it shall not be regarded as being outstanding except for the right of the owner or holder to receive the redemption price from the Finance Director out of the funds provided for such payment, and no interest shall accrue thereon after the effective date of redemption. The Hotel/Motel Room Occupancy Tax Fund shall be the primary Fund used for paying the interest and principal payable by virtue of this Certificate of Obligation, and that any portion of interest or principal not available and payable from said Fund shall be paid from the General Debt Service Fund of the City. In each year while this Certificate is outstanding and unpaid, the City Council shall annually levy, assess, and collect, in due time, form, and manner, a room occupancy tax sufficient to raise ORDINANCE NO. 1515 Page 5 and produce the money required to pay the interest and principal on said Certificate of Obligation as such principal and interest matures. Such Room Occupancy Tax is hereby levied and assessed. Payment of the interest and principal on said Certificate of Obligation shall be made from the Hotel/Motel Room Occupancy Tax Fund, to the extent that the levy and assessment of said tax is sufficient to produce the necessary revenues for such purpose. The City hereby pledges the revenues of said fund preferentially for the repayment of this Certificate of Obligation, to the extent that such a pledge is permitted by law. Additionally, during each year while any Certificate of Obligation is outstanding and unpaid, excess revenues from electric, water and sewer systems operations are hereby pledged to the payment of principal and interest on said Certificate of Obligation, to the extent that said excess revenues, provided that the pledge of these excess revenues from electric, water and sewer systems operations by this instrument is subject to future revenue bonds and prior Certificates of Obligation made by the City. Said excess revenues from electric, water and sewer systems operations sufficient to provide for the payment of the principal and interest of such Certificate of Obligation, as such interest comes due and such principal matures, and in excess of available Room Occupancy Tax Funds, are hereby pledged irrevocably for such payment, within the limit prescribed by law. IN WITNESS WHEREOF, this Certificate (and the interest coupons appertaining hereto) has been signed with the signature of the Mayor of said City and countersigned with the signature of the City Secretary of said City, and the official seal of said City has been duly impressed on this Certificate. CITY SECRETARY MAYOR 8. The City shall cause to be kept at the principal office of the Paying Agent/Registrar a register (the "Certificate Register") in which, subject to such reasonable regulations as the City and the Paying Agent/Registrar may prescribe, registration of the Certificates and transfers of the Certificates shall be made as provided herein. Upon surrender for transfer of any Certificate at the principal office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same maturity, of any authorized denominations, bearing the same rate of interest, and of like aggregate principal amount, upon surrender of the Certificate to be exchanged at the principal office of the Paying Agent/Registrar. Whenever any Certificate is so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall authenticate and deliver, the Certificates which the registered owner of the Certificate making the exchange is entitled to receive. Ail Certificates issued upon any transfer or exchange of any Certificate shall be the valid obligations of t 193 ORDINANCE NO. 1515 Page 6 the City, evidencing the same debt, and entitled to the same benefits under this Order, as the Bond surrendered upon such transfer or exchange. Every Certificate presented or surrendered for transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed, by the registered owner thereof or his attorney duly authorized in writing. No service change shall be made to the registered owner for any registration, transfer, or exchange of Certificates, but the City or the Paying Agent/Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange any Certificate during the period of fifteen (15) days next preceding any interest payment date or to transfer or exchange any Certificate during the period commencing with the City's notice to the Paying Agent/Registrar that the City intends to redeem such Certificate or Certificates of the same maturity and ending on the date fixed for redemption of such Certificate or Certificates. 9. The City, the Paying Agent/Registrar and any other person may treat the individual, firm or corporation in whose name any Certificate is registered on the Certificate Register as the absolute owner of such Certificate for the purpose of making and receiving payment of the principal thereof and interest thereon and for all other purposes whether or not such Certificate is overdue, and neither the City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. All payments made to any such person, firm or corporation deemed to be the owner of any Certificate in accordance with this section shall be valid and effectual and shall discharge the liability of the City and the Paying Agent/Registrar to the extent of the sum paid. 10. The City covenants at all times to maintain a Paying Agent/Registrar for the Certificates meeting the qualifications herein set forth, and subject to the remaining provisions of this section hereby appoints University National Bank of College Station, initially to serve in such capacity. The form, terms, and provisions of the agreement between University National Bank of College Station and the City of College Station shall be the standard terms and provisions of such agreements concerned with First City National Bank of Houston as Paying Agent/Registrar for the City's Certificates, and the mayor is hereby authorized to execute such agreement with the registrar upon completion thereof. The City expressly reserves the right to appoint one or more successor Paying Agent/Registrars by (1) filing with the Paying Agent/Registrar then serving a certified copy of a resolution or order giving notice of the termination of the City's agreement with such Paying Agent/Registrar and appointing a successor and (2) giving notice to all of the registered owners of the Certificates and to the Municipal Advisory Council of Texas or its successor. Every Paying Agent/Registrar appointed 04194 ORDINANCE NO. 1515 Page 7 hereunder shall at all times be a corporation organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise trust powers, and subject to supervision or examination by Federal or State authority. 11. That the Hotel/Motel Room Occupancy Tax Fund shall be the primary Fund used for paying the interest and principal payable by virtue of this Certificate of Obligation, and that any portion of interest or principal not available and payable from said Fund shall be paid from the General Debt Service Fund of the City. In each year while this Certificate is outstanding and unpaid, the City Council shall annually levy, assess, and collect, in due time, form, and manner, a room occupancy tax sufficient to raise and produce the money required to pay the interest and principal on said Certificate of Obligation as such principal and interest matures. Such Room Occupancy Tax is hereby levied and assessed. Payment of the interest and principal on said Certificate of Obligation shall be made from the Hotel/Motel Room Occupancy Tax Fund, to the extent that the levy and assessment of said tax is sufficient to produce the necessary revenues for such purpose. The City hereby pledges the revenues of said fund preferentially for the repayment of this Certificate of Obligation, to the extent that such a pledge is permitted by law. Additionally, during each year while any Certificate of Obligation is outstanding and unpaid, excess revenues from electric, water and sewer systems operations are hereby pledged to the payment of principal and interest on said Certificate of Obligation, to the extent that said excess revenues, provided that the pledge of these excess revenues from electric, water and sewer systems operations by this instrument is subject to future revenue bonds and prior Certificates of Obligation made by the City. Said excess revenues from electric, water and sewer systems operations sufficient to provide for the payment of the principal and interest of such Certificate of Obligation, as such interest comes due and such principal matures, and in excess of available Room Occupancy Tax Funds, are hereby pledged irrevocably for such payment, within the limit prescribed by law. 12. That the Mayor and the Finance Director are hereby ordered to do any and all things necessary to accomplish the transfer of monies to the Fund of this issue in ample time to pay such items of principal and interest. 13. That the City Attorney of said City is hereby authorized to have control of said Certificate of Obligation pending its delivery. 14. That the City covenants to and with the Purchasers of the Certificate of Obligation that it will make no use of the proceeds of the Certificate of Obligation which, if such use had been reasonably expected on the date of delivery of the Certificate of Obligation to and payment for the Certificate of 04 .9S ORDINANCE NO. 1515 Page 8 Obligation by the purchasers, would have caused the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, or any regulations or rulings pertaining thereto; and by this covenant the City is obligated to comply with the requirements of the aforesaid Section 103(c) and all applicable and pertinent Department of Treasury regulations relating to arbitrage bonds. The City further covenants that the proceeds of the Certificate of Obligation will not otherwise be used directly or indirectly so as to cause all or any part of the Certificate of Obligation to be or become an arbitrage bond within the meaning of the aforesaid Section 103(c), or any regulations or rulings pertaining thereto. 15. That the Certificates of Obligation are to be payable to and delivered to Chimney Hill Plaza Joint Venture, or its registered assigns. 16. Issuance of the Certificate of Obligation is contingent upon execution of two agreements. First, the execution by the City of College Station and Chamber of Commerce of an Agreement for the Lease, Occupancy, and Use of Public Property and the Provision of Advertising and Tourist Promotion Services for the City of College Station; and second, the execution of a Purchase Contract between the City of College Station and Chimney Hill Plaza Joint Venture for the purchase of the .75 acre tract of land as described in Exhibit "A". 17. That this Ordinance was read once and became effective upon passage. PASSED, APPROVED, and ADOPTED this the 10th May , 1984. day of ATTEST: DIAN JON~/ClTY SECRETARY