HomeMy WebLinkAbout1984-1516 - Ordinance - 05/15/1984ORDINANCE NO. ~
AN ORDINANCE AUTHORIZING THE ISSUANCE OF $17,380,000
UTILITY SYSTEM REVENUE BONDS, SERIES 1984; PROVIDING
THE DETAILS RELATING THERETO; AUTHORIZING ANAGREEMENT
WITH THE PAYING AGENT/REGISTRAR; AND DECLARING
THAT THIS ORDINANCE SHALL BE EFFECTIVE IMMEDIATELY
UPON ITS ADOPTION
WHEREAS, the outstanding revenue bonds of the
following described bond issues of the City of College
Station, Texas (the "City"), are payable from the net
revenues derived from the operation of the combined Water-
works System, Sewer System, and Electric Light and Power
System of the City, to-wit:
CITY OF COLLEGE STATION WATERWORKS AND SEWER
SYSTEM AND ELECTRIC LIGHT AND POWER SYSTEM REVENUE
BONDS, SERIES 1967, dated February 1, 1967, orig-
inally issued in the principal amount of $600,000
(Comptroller's Registration No. 37768);
CITY OF COLLEGE STATION, TEXAS, UTILITY SYSTEM
REVENUE BONDS, SERIES 1971, dated August 1, 1971,
originally issued in the principal amount of
$800,000 (Comptroller's Registration No. 40262);
CITY OF COLLEGE STATION, TEXAS, UTILITY SYSTEM
REVENUE BONDS, SERIES 1973, dated August 1, 1973,
originally issued in the principal amount of
$500,000 (Comptroller's Registration No. 41651);
CITY OF COLLEGE STATION, TEXAS, UTILITY SYSTEM
REVENUE BONDS, SERIES 1976, dated August 1, 1976,
originally issued in the principal amount of
$3,000,000 (Comptroller's Registration No. 43295);
CITY OF COLLEGE STATION, TEXAS, UTILITY SYSTEM
REVENUE BONDS, SERIES 1979, dated May 1, 1979,
originally issued in the principal amount of
$6,145,000 (Comptroller's Registration No. 45072);
CITY OF COLLEGE STATION, TEXAS, UTILITY SYSTEM
REVENUE BONDS, SERIES 1981, dated May 1, 1981,
originally issued in the principal amount of
$3,000,000 (Comptroller's Registration No. 46114);
ORDINANCE NO. 1516
CITY OF COLLEGE STATION, TEXAS, UTILITY SYSTEM
REVENUE BONDS, SERIES 1982, dated February 1,
1982, originally issued in the principal amount of
$4,220,000 (Comptroller's Registration No. 46546);
and
CITY OF COLLEGE STATION, TEXAS, UTILITY SYSTEM
REVENUE BONDS, SERIES II 1982, dated November 1,
1982, originally issued in the principal amount of
$9,325,000 (Comptroller's Registration No. 46958;
and
WHEREAS, it is provided in the proceedings author-
izing said outstanding bonds, and in such bonds, that the
City reserves the right to issue additional parity revenue
bonds and that such additional parity bonds, when issued,
may be secured by and payable from a first lien on and
pledge of the net revenues of said combined Systems in the
same manner and to the same extent as said outstanding
bonds; and
WHEREAS, at an election held in the City on
August 13, 1983, more than a majority of the duly qualified
resident electors of the City who participated in the election
voted in favor of, among other things, the issuance of
revenue bonds in the following amounts for the respective
purposes specified below, to-wit:
$4,950,000 for the purpose of extending and
improving the City's existing waterworks
system;
$9,500,000 for the purpose of extending and
improving the City's existing sanitary sewer
system;
$2,920,000 for the purpose of extending and
improving the City's existing electric utility
system; and
$3,210,000 for the purpose of extending and
improving the City's waterworks, sanitary
sewer and electric utility systems by con-
structing or purchasing a utility service
center building; and
ORDINANCE NO. 1516
WHEREAS, at an election held in the City on January 24,
1984 more than a majority of the duly qualified resident
electors of the City who participated in the election voted
in favor of, among other things, the issuance of revenue
bonds in the amount of $1,800,000 for the purpose of extending
and improving the City's existing waterworks and sanitary
sewer systems by participating with others in the payment of
the cost of new water and sewer lines that will become parts
of such systems; and
WHEREAS, all of said bonds are to be secured by a
pledge of the Net Revenues from the operation of the City's
combined Waterworks and Sanitary Sewer System and Electric
Light and Power System, and are to be on a parity in all
respects with said outstanding bonds of the City; and
WHEREAS, the City Council of the City deems it
necessary and desirable to proceed with the issuance of a
first installment of such voted bonds in the aggregate
amount of $17,380,000, of which $4,950,000 shall be for the
purpose of extending and improving the City's waterworks
system (representing all of the revenue bonds authorized at
the election held in the City on August 13, 1983 for such
purpose); $4,500,000 shall be for the purpose of extending
and improving the City's sanitary sewer system (leaving
$5,000,000 of revenue bonds authorized for such purpose at
the election held in the City on August 13, 1983 to be
issued in one or more installments at a later date or dates);
$2,920,000 shall be for extending and improving the City's
electric utility system (representing all of the revenue
bonds authorized at the election held in the City on August 13,
1983 for such purpose); $3,210,000 shall be for the purpose
of extending and improving the City's waterworks, sanitary
sewer and electric utility systems by constructing or pur-
chasing a utility service center building (representing all
of the revenue bonds authorized at the election held in the
City on August 13, 1983 for such purpose); and $1,800,000
shall be for the purpose of extending and improving the
City's waterworks and sanitary sewer systems by partici-
pating with others in the payment of the cost of new water
and sewer lines that will become parts of such systems
(representing all of the revenue bonds authorized at the
election held in the City on January 24, 1984 for such
purpose); and
WHEREAS, the Council has found and determined, and
hereby finds and determines, that all conditions precedent
to its right to issue additional revenue bonds payable from
the same source and on a parity with said outstanding bonds
ORDINANCE NO. 1516
as recited in the respective Ordinances authorizing the
issuance thereof have been met and satisfied; therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE
STATION:
Section 1: That the bonds of the City of College
Station, Texas, to be designated as "CITY OF COLLEGE STATION,
TEXAS, UTILITY SYSTEM REVENUE BONDS, SERIES 1984" (the
"Bonds"), are hereby authorized to be issued and delivered
in accordance with the Constitution and laws of the State of
Texas, and particularly Articles 1111 to 1118, both inclusive,
Vernon's Texas Civil Statutes, as amended, and as authorized
at bond elections held in the City on August 13, 1983 and
January 24, 1984, in the aggregate principal amount of
$17,380,000 for the purpose of making the following public
improvements, to-wit:$4 ,950,000 for the purpose of extending
and improving the City's waterworks system; $4,500,000 for
the purpose of extending and improving the City's sanitary
sewer system; $2,920,000 for extending and improving the
City's electric utility system; $3,210,000 for the pu.rpose
of extending and improving the City's waterworks, sanitary
sewer and electric utility systems by constructing or pur-
chasing a utility service center building; and $1,800,000
for the purpose of extending and improving the City's water-
works and sanitary sewer systems by participating with
others in the payment of the cost of new water and sewer
lines that will become parts of such systems; all of the
Bonds being secured, as hereinafter provided, by a pledge of
the Net Revenues from the operation of the City's combined
Waterworks and Sewer System and Electric Light and Power
System on a parity in all respects with the outstanding
· bonds of the City payable from said Net Revenues.
Section 2: That the Bonds shall be issued and
delivered in fully registered form without coupons, shall be
dated as of May 1, 1984 (the "Initial Date") and shall be in
denominations of $5,000 or any integral multiple thereof up
to the aggregate principal amount scheduled for maturity
during the year involved. Initially, there shall be seventeen
(17) Bonds (the "Initial Bonds") numbered consecutively from
R-1 through R-17 in order of their maturity, each in the
principal amount set opposite the year of maturity in the
schedule set forth in Section 3. Bonds registered and
delivered in exchange for any of the Initial Bonds surrendered
for transfer or exchange shall be numbered from R-18 upward
in the order that they are authenticated and delivered by
the Paying Agent/Registrar hereinafter designated.
ORDINANCE NO. 1516
Section 3: That the Bonds shall bear interest
(computed on the basis of a 360-day year of twelve 30-day
months) from the later of the Initial Date or the most
recent date to which interest has been paid or duly provided
for, payable August 1, 1984 and each February 1 and August 1
thereafter until the principal sum is paid in full. Palament
of interest shall be made to the registered owner of each
Bond as shown on the Bond Register provided for in Section 6
hereof as of the 15th day of the calendar month next preceding
the interest payment date by check or draft mailed by First
City National Bank of Houston, Houston, Texas, or its successors
(the "Paying Agent/Registrar"), to the address of each such
owner as it appears on such Bond Register on the date aforesaid.
The Bonds shall mature and become payable, subject to prior
redemption in accordance with the provisions of Section 5
hereof, on February I in each of the years and in the principal
amount set forth in the schedule below, and shall bear
interest at the respective rates per annum set forth opposite
the year of maturity in said schedule, to-wit:
Year of Principal Interest
Maturity Amount Rate
1985 $ 255,000
1986 $ 400,000
1987 $ 550,000
1988 $ 700,000
1989 $ 700,000
1990 $ 700,000
1991 $ 700,000
1992 $1,000,000 ,,..
1993 $1,375,000 //~'
1994 $1 375 000
1995 $1,375,000
1996 $1,375,000 '
1997 $1,375,000
1998 $1,375,000
1999 $1,375,000
2000 $1,375,000
2001 $1,375,000
Section 4: That the principal of the Bonds shall
be payable, 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, upon their presenta-
tion and surrender as they become due or at their earlier
redemption date, if any, at the principal office of the
Paying Agent/Registrar.
ORDINANCE NO. 1516
Section 5: That the City reserves the right to
redeem in whole or from time to time in part, all of the
Bonds maturing in the years 1995 through 2001 on February 1,
1994, or any interest palanent date thereafter by paying the
principal thereof and accrued interest thereon. The City
shall, at least forty-five (45) days prior to the date fixed
for redemption (unless a shorter notice shall be satisfactory
to the Paying Agent/Registrar), notify the Paying Agent/Registrar
of such date and the principal amount of Bonds of each
maturity to be redeemed. If less than all of the Bonds are
to be redeemed, the particular Bonds within each such maturity
(in integral multiples of $5,000) shall be selected by the
Paying Agent/Registrar by such method as it shall deem fair
and appropriate. The registered owner of any Bond, all or a
portion of which has been called for redemption, shall be
required to present such Bond to the Paying Agent/Registrar
for payment of the principal of and accrued interest on that
portion of the Bond called for redemption; provided, however,
upon the surrender of any such Bond, the City shall execute
and the Paying Agent/Registrar shall authenticate and deliver
to the registered owner thereof a new Bond or Bonds of the
same maturity in an aggregate principal amount equal to the
unredeemed portion of the Bond surrendered. Notice of
redemption shall be given by mailing a copy thereof by
registered or certified mail at least thirty (30) days prior
to the date fixed for redemption to the registered owner of
each Bond to be redeemed in whole or in part at the address
of such owner on the registration books; provided, however,
that failure to give such notice, or any defect therein,
shall not affect the validity of the proceedings for the
redemption of any Bond or portion thereof with respect to
which no such failure or defect has occurred. Any notice
mailed as provided in this Section 5 shall be conclusively
presumed to have been duly given, whether or not the regis-
tered owner receives the notice. Prior to the date fixed
for redemption, the City shall deposit, or cause to be
deposited, with the Paying Agent/Registrar funds sufficient
to pay in full the principal of all Bonds or portions thereof
called for redemption, together with accrued interest thereon
to the redemption date. Any Bond or Bonds duly called for
redemption, due provision for the full payment of which has
been timely made, shall cease to bear interest from and
after the date fixed for redemption.
Section 6: That the City shall cause to be kept
at the principal office of the Paying Agent/Registrar a
register (the "Bond Register") in which, subject to such
reasonable regulations as the City and the Paying A~ent/
Registrar may prescribe, registration of the Bonds and
transfers of the Bonds shall be made as provided herein.
ORDINANCE NO. 1516
U on surrender for transfer of any Bond at the principal
office of the Paying Agent/Registrar, the City shall execute
9nd the Paying Agent/Registrar shall authenticate and deliver,
in the name of the designated transferee or transferees, one
or more new Bonds of the same maturity, of any authorized
denominations, bepri~g the same rate of interest and of a
like aggregate principal amount. At the option of the
registered owner of any Bond, it may be exchanged for other
Bonds of the same maturity, of any authorized denominations,
bearing the same rate of interest, and of like aggregate
principal amount, upon surrender of the Bond to be exchanged
at the principal office of the Paying Agent/Registrar.
Whenever any Bond is so surrendered for exchange, the City
shall execute, and the Paying Agent/Registrar shall authenti-
cate and deliver, the Bonds which the registered owner of
the Bond making the exchange is entitled to receive. Ail
Bonds issued upo~ an~ transfer or exchange of any Bond shall
be the valid obligations of the City, evidencing the same
debt, and entitled to the same benefits under this Ordinance,
as the Bond surrendered upon such transfer or exchange.
Every Bond 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 charge shall be made to the registered owner for any
registration, transfer or exchange of Bonds, 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 he imposed in connection with any transfer or
exchange of Bonds. Neither the City nor the Paying
Agent/Registrar shall be required to transfer or exchange
any Bond during the period of fifteen (15) days next preceding
any interest payment date or to transfer or exchange any
Bond during the thirty (30) day period prior to the date
fixed for the redemption of such Bond.
Section 7: That the City, the Paying %gent/Registrar
and any other person may treat the individual, firm or
corporation in whose name any Bond is registered on the Bond
Register as the absolute owner of such Bond for the purpose
of making and receiving payment of the principal thereof and
interest thereon and for all other purposes, whether or not
such Bond 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 Bond in accordance
with this Section 7 shall be valid and effectual and shall
discharge the liability of the City and the Paying Agent/
Registrar to the extent of the sums paid.
-7-
ORDINANCE NO. 1516
Section 8: That the Bonds shall be executed on
behalf of the City by the Mayor under its seal attested by
the City Secretary. Each such signature may be manually
executed or placed in facsimile on the Bonds, and the City's
seal may be manually impressed, printed or otherwise placed
on the Bonds. Bonds receiving the manual or facsimile
signatures of individuals who were at the time the duly
elected or appointed officers of the City shall be binding
upon the City notwithstanding such individuals or either of
them shall cease to hold such offices prior to the
certification, registration, authentication or delivery of
such Bonds or shall not have held such office on the date of
such Bonds, all as provided in the Bond Procedures Act of
1981, as amended. The Initial Bonds, each payable to the
Purchaser named in Section 23 hereof, shall be executed and
submitted to the Attorney General of Texas for approval, and
thereupon certified by the Comptroller of Public Accounts of
the State of Texas by his manual signature or by the manual
signature of one of his deputies thereunto duly authorized.
No Bond authorized by this Ordinance shall be entitled to
any right or benefit hereunder, or be valid or obligatory
for any purpose unless the Comptroller of Public Accounts of
the State of Texas or his duly authorized agent shall have
executed a Registration Certificate substantially in the
form of the Registration Certificate of Comptroller of
Public Accounts set forth in Section 9 hereof or the Paying
Agent/Registrar shall have executed a Certificate of Auth-
entication substantially in the form of the Certificate of
Authentication of Paying Agent/Registrar set forth in Section
9 hereof, and either such executed certificate upon any Bond
shall be conclusive evidence that such Bond has been executed
and delivered pursuant to this Ordinance.
Section 9: That the form of the Bonds, including
the form of Registration Certificate of the Comptroller of
Public Accounts of the State of Texas to be typed or printed
on each of the Initial Bonds only, and the form of Certificate
of Authentication of the Paying Agent/Registrar to be typed
or printed on all of the Bonds other than the Initial Bonds
shall be, respectively, substantially as follows:
ORDINANCE NO. 1516
Registered
No.
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF BRAZOS
CITY OF COLLEGE STATION, TEXAS
UTILITY SYSTEM REVENUE BOND
SERIES 1984
Registered
$
Interest Rate
Due Initial Date
February 1, May 1, 1984
CUSIP No.
The City of College Station, Texas (the "City"),
for value received, hereby promises to pay to
or registered assigns, on the due date shown above, the sum
of DOLLARS,
and to pay interest thereon until paid, at the rate speci-
fied above, from the later of the Initial Date shown hereon
or the most recent date to which interest has been paid or
duly provided for, beginning August 1, 1984, and semiannually
thereafter on February 1 and August 1 of each year until the
principal sum shall have been paid, such interest to be
computed on the basis of a 360-day year of twelve 30-day
months. The principal of this Bond is payable in lawful
money of the United States of America, without exchange or
collection charges at the principal corporate trust office
of the Paying Agent/Registrar executing the Certificate of
Authentication appearing hereon, upon presentation and
surrender of this Bond. The interest on this Bond payable
on any interest payment date will be paid to the person,
firm, or corporation in whose name this Bond is registered
at the close of business on the 15th day of the calendar
month next preceding such interest payment date by check or
draft dated as of the interest payment date and mailed to
such registered owner.
ORDINANCE NO. 1516
(Additional Provisions of the Bonds)
(To be printed or typed on the face of the
Initial Bonds and printed on the back
of all other Bonds)
THIS BOND is one of the series specified in its
title issued in the aggregate principal amount of $17,380,000
(the "Bonds") pursuant to an ordinance (the "Bond Ordinance")
duly adopted by the City Council of the City for the purpose
of making the following public improvements, to-wit: $4,950,000
for the purpose of extending and improving the City's waterworks
system (representing all of the revenue bonds authorized at
the election held in the City on August 13, 1983 for such
purpose); $4,500,000 for the purpose of extending and improving
the City's sanitary sewer system (leaving $5,000,000 of
revenue bonds authorized for such purpose at the election
held in the City on August 13, 1983 to be issued in one or
more installments at a later date or dates); $2,920,000 for
extending and improving the City's electric utility system
(representing all of the revenue bonds authorized at the
election held in the City on August 13, 1983 for such purpose);
$3,210,000 for the purpose of extending and improving the
City's waterworks, sanitary sewer and electric utility
systems by constructing or purchasing a utility service
center building (representing all of the revenue bonds
authorized at the election held in the City on August 13,
1983 for such purpose); and $1,800,000 for the purpose of
extending and improving the City's waterworks and sanitary
sewer systems by participating with others in the payment of
the cost of new water and sewer lines that will become parts
of such systems (representing all of the revenue bonds
authorized at the election held in the City on January 24,
1984 for such purpose); under and in strict conformity with
the Constitution and laws of the State of Texas, including
without limitation Articles 1111 to 1118, both inclusive, of
Vernon's Texas Civil Statutes, as amended, and by authority
of bond elections held within the City on August 13, 1983
and January 24, 1984.
This Bond shall not be deemed to constitute a debt
of the City or a pledge of its faith and credit, but shall
be payable as to principal and interest, together with the
other Bonds of this series of Bonds and the City's outstanding
revenue bonds, namely, City of College Station Waterworks
and Sewer System and Electric Light and Power System Revenue
Bonds, Series 1967, dated February 1, 1967, City of College
Station, Texas, Utility System Revenue Bonds, Series 1971,
dated August 1, 1971, City of College Station, Texas, Utility
System Revenue Bonds, Series 1973, dated August 1, 1973,
City of College Station, Texas, Utility System Revenue
Bonds, Series 1976, dated August 1, 1976, City of College
ORDINANCE NO. 1516
Station, Texas, Utility System Revenue Bonds, Series 1979,
dated May 1, 1979, City of College Station, Texas, Utility
System Revenue Bonds, Series 1981, dated May 1, 1981, City
of College Station Utility System Revenue Bonds, Series
1982, dated February 1, 1982 and City of College Station,
Texas, Utility System Revenue Bonds, Series II 1982, dated
November 1, 1982 (the Bonds and said outstanding bonds being
in all respects on a parity with each other), solely from
the revenues derived from the operation of the City's combined
Waterworks and Sewer System and Electric Light and Power
System, including all present and future extensions, additions,
replacements and improvements thereto after deduction therefrom
of the reasonable expense of operation and maintenance of
said Systems. The holder hereof shall never have the right
to demand payment of this obligation out of any funds raised
or to be raised by taxation.
The City has reserved the right to redeem, in
whole or from time to time in part, all of the Bonds maturing
in the years 1995 through 2001 on February 1, 1994, or any
interest payment date thereafter by paying the principal
thereof and accrued interest thereon. If less than all of
the Bonds are to be redeemed, the City shall designate the
principal amount of Bonds of each maturity to be redeemed
and the Paying Agent/Registrar shall designate the particular
Bonds within each maturity in integral multiples of $5,000.
At least thirty (30) days' prior notice of any such redemption
shall be given by mail as provided in the Bond Ordinance.
Any Bond or Bonds duly called for redemption, due provision
for the full payment of which has been timely made, shall
cease to bear interest from and after the date fixed for
redemption.
As provided in the Bond Ordinance and subject to
certain limitations therein set forth, this Bond is transfer-
able on the Bond Register of the City, upon surrender of
this Bond for transfer at the principal office of the Paying
Agent/Registrar, duly endorsed by, 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 Bonds 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 Bond
during the period of fifteen (15) calendar days next preced-
ORDINANCE NO. 1516
ing any interest payment date or (2) to transfer or exchange
this Bond during the thirty (30) day period prior to the
date fixed for the redemption of this Bond.
The City, the Paying Agent/Registrar and any agent
of either of them may treat the person, firm or corporation
in whose name this Bond is registered as the owner hereof
for the purpose of receiving payment as herein provided and
for all other purposes, whether or not this Bond be overdue,
and neither the City, the Paying Agent/Registrar nor any
such agent shall be affected by notice or knowledge to the
contrary.
The City has reserved the right, subject to the
restrictions stated in the Bond Ordinance, to issue additional
revenue bonds which may be secured by and made payable from
the same revenues as, and be on a parity and of equal dignity
in all respects with, the Bonds and the City's said outstanding
revenue bonds.
IT IS HEREBY CERTIFIED, RECITED AND REPRESENTED
that the issuance of this Bond, and the series of which it
is a part, is duly authorized by law; that all acts, conditions
and things required to exist and be done precedent to and in
the issuance of the Bonds to render the same lawful and
valid have been properly done and performed and have happened
in regular and due time, form and manner, as required by
law; and that the interest on and principal of this Bond,
the Bonds, and the City's said outstanding revenue bonds,
all of said bonds being on a parity with each other and of
equal dignity in all respects, are payable solely from and
secured by a first lien on and pledge of the revenues of the
combined Waterworks System, Sewer System and Electric Light
and Power System of the City, after deduction of reasonable
operating and maintenance expenses. This Bond shall be
construed in accordance with and shall be governed by the
laws of the State of Texas.
(Legend to be printed on the face of all
Bonds other than the Initial Bonds)
REFERENCE IS HEREBY MADE TO FURTHER PROVISIONS OF
THIS BOND SET FORTH ONTHE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SF. ALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF
FULLY SET FORTH IN THIS PLACE.
-12- 208
ORDINANCE NO. 1516
(Additional paragraph to be typed or
printed on Initial Bonds only)
This Bond shall not be entitled to any right or
benefit under the Bond Ordinance, or be valid or become
obligatory for any purpose, unless the Comptroller of Public
Accounts of the State of Texas or his duly authorized agent
shall have executed the Registration Certificate of Comptroller
of Public Accounts endorsed hereon.
(Additional paragraph to be printed on the
face of all Bonds other than the Initial Bonds)
This Bond shall not be entitled to any right or
benefit under the Bond Ordinance, or be valid or become
obligatory for any purpose, unless the Paying Agent/Registrar
shall have executed the Certificate of Authentication endorsed
hereon.
IN WITNESS WHEREOF, this Bond has been signed by
the manual or facsimile signature of the Mayor of the city
and attested by the manual or facsimile signature of the
City Secretary, and the official seal of the City has been
manually impressed, printed or otherwise placed hereon.
CITY OF COLLEGE STATION, TEXAS
Attest
By
Mayor
City Secretary
[City's Seal]
ORDINANCE NO. 1516
(Form of Registration Certificate of
Comptroller of Public Accounts
to be typed or printed on the Initial Bonds only)
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
THE STATE OF TEXAS
REGISTER NO.
I HEREBY CERTIFY that there is on file and of
record in my office a certificate of the Attorney General of
the State of Texas to the effect that this Bond has been
examined by him as required by law; that he finds that it has
been issued in conformity with the Constitution and laws of
the State of Texas; and that it is a valid and binding special
obligation upon the City of College Station, Texas, payable
solely from the revenues pledged to its payment, and further
that this Bond has this day been registered by me.
WITNESS my signature and seal of office this
(SEAL)
of the State of Texas
(Form of Certificate of Authentication
of Paying Agent/Registrar
to be printed on all Bonds other than the Initial Bonds)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within
mentioned Bond Ordinance.
FIRST CITY NATIONAL BANK OF
HOUSTON, Houston, Texas, as
Paying Agent/Registrar
Dated:
By
Authorized Signature
ORDINANCE NO. 1516
(Form of Assignment)
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto (Print or typewrite name, address
and zip code of transferee) ...................................
................ ) the within Bond md all rights thereunder,
and hereby irrevoc~ly constitutes and appoints ...............
registration thereof, with full power of substitution in the
premises.
DATED: ................
In the presence of:
assignment must correspond with
the name of the registered owner
as it appears on the face of the
within Bond in every particular.
Section 10: That the following terms shall have the
respective meanings specified:
(a) The term "City" refers to the City of College
Station, Texas, or where appropriate to the City Council
thereof.
(b) The term "Systems" as used in this Ordinance
shall mean the City's combined Waterworks System, Sewer
System and Electric Light and Power System, including all
present and future extensions, additions, replacements and
improvements thereto.
(c) The term "Systems Fund" shall mean all reve-
nues derived from the Systems.
(d) The term "Net Revenues" as used in this Ordi-
nance shall mean the gross revenues of the Systems less the
reasonable expenses of operation and maintenance, including
all salaries, labor, materials, repairs and extensions
necessary to render efficient service; provided, however,
that only such repairs and extensions, as in the judgment of
the City Council, reasonably and fairly exercised, a~e
necessary to keep the plant or utility in operation and
render adequate service to the City and the inhabitants
-is- 2:;Zll
ORDINANCE NO. 1516
thereof, or such as might be necessary to meet some physical
accident or condition which would otherwise impair the Bonds
authorized by this Ordinance and any additional bonds per-
mitted to be issued hereunder, shall be deducted in determining
"Net Revenues."
(e) The term "Bonds" shall mean the $17,380,000
of Bonds authorized by this Ordinance.
(f) The term "Additional Bonds" means the addi-
tional bonds and other evidences of indebtedness which the
City reserves the right to issue under Section 14 hereof.
(g) The term "Outstanding Bonds" means (i) the
City of College Station Waterworks and Sewer System and
Electric Light and Power System Revenue Bonds, Series 1967,
dated February 1, 1967, (ii) the city of College Station,
Texas, Utility System Revenue Bonds, Series 1971, dated
August 1, 1971, (iii) the City of College Station, Texas,
Utility System Revenue Bonds, Series 1973, dated August 1,
1973, (iv) the City of College Station, Texas, Utility
System Revenue Bonds, Series 1976, dated August 1, 1976, (v)
the City of College Station, Texas, Utility System Revenue
Bonds, Series 1979, dated May 1, 1979, (vi) the City of
College Station, Texas, Utility System Revenue Bonds, Series
1981, dated May 1, 1981, (vii) the City of College Station,
Texas, Utility System Revenue Bonds, Series 1982, dated
February 1, 1982, and (viii) the City of College Station,
Texas, Utility System Revenue Bonds Series II 1982, dated
November 1, 1982. The Bonds and the Outstanding Bonds are
in all respects on a parity and of equal dignity with one
another.
(h) The term "Bond Fund" means the fund provided
for in Section 10(B)(1) of the Ordinance (hereinafter called
the "Refunding Ordinance") authorizing the issuance of the
City of College Station Waterworks and Sewer System and
Electric Light and Power System Revenue Refunding Bonds,
Series 1967, dated February 1, 1967, in the original aggre-
gate principal amount of $333,000.
Section 11: That the Bonds, the Outstanding Bonds
and all Additional Bonds, and the interest thereon, are and
shall be payable from and secured by an irrevocable first
lien on and pledge of the Net Revenues of the Systems, and
said Net Revenues are hereby pledged irrevocably for the
payment and security of the Bonds, the Outstanding Bqnds,
and any Additional Bonds and the interest on all such Bonds.
ORDINANCE NO. 1516
Section 12: That the City covenants and agrees
with the holders of the Bonds, the Outstanding Bonds, and
Additional Bonds, if and when issued, that it will (A) fix
and maintain rates and collect charges for the facilities
and services afforded by the Systems which will provide
revenues sufficient at all times:
(1) To pay all operation, maintenance, depreciation,
replacement and betterment charges of the Systems;
(2) To establish and maintain the Bond Fund; and
(3) To pay all outstanding indebtedness against
the Systems, other than bonds, as and when the same becomes
due. Provided also, that no free service of the Systems
shall be allowed, and should the City or any of its agencies
or instrumentalities make use of the services and facilities
of the Systems, payment of the reasonable value thereof
shall be made by the City out of funds derived from sources
other than the revenues and income of the Systems; and (B)
deposit as collected all revenues derived from the operation
of the Systems into the Systems Fund which shall be kept
separate and apart from all other funds of the City.
Section 13: That the Systems Fund shall be adminis-
tered and payments made into the Bond Fund as provided in
Section 10(B)(1) of the Refunding Ordinance, and in this
connection the Outstanding Bonds and the Bonds shall be
considered to be one issue of bonds, and payments shall be
so made into the Bond Fund as though the Bonds were a part
of the issues of Outstanding Bonds. Any funds remaining in
the Systems Fund, after provision for the reasonable cost of
operating and maintaining the Systems, and after paying the
amounts required to be paid into the Bond Fund for the Bonds
and the Outstanding Bonds, may be used by the City for the
purchase of said bonds at not exceeding the principal amount
thereof; provided, however, that if no such bonds are readily
available for purchase at not exceeding the principal amount
thereof, then such excess revenues may be used for any
lawful purpose.
Section 14: That in addition to inferior lien
bonds authorized by Chapters 249 and 250, Acts of the 51st
Legislature of Texas, 1949, as amended, the City expressly
reserves the right hereafter to issue additional parity
bonds and other evidences of indebtedness now or hereafter
authorized by the Legislature of Texas, and such additional
parity bonds and other evidences of indebtedness, when
issued, may be secured by and payable from a first lien on
and pledge of the Net Revenues of the Systems in the ~ame
manner and to the same extent as are the Bonds authorized by
-17-
ORDINANCE NO. 1516
this ordinance, and the Bonds authorized herein and such
additional parity bonds and other evidences of indebtedness
may in all respects be of equal dignity. It is provided,
however, that no such additional parity bonds or other
evidences of indebtedness shall be issued unless:
(a) As long as any of the Outstanding Bonds are
outstanding and unpaid, all material conditions set forth in
the ordinance or ordinances authorizing the then Outstanding
Bonds are satisfied; and
(b) After all the Outstanding Bonds (other than
the City of College Station, Texas, Utility System Revenue
Bonds, Series 1976, dated August 1, 1976, the City of College
Station, Texas, Utility System Revenue Bonds, Series 1979,
dated May 1, 1979, the City of College Station, Texas,
Utility System Revenue Bonds, Series 1981, dated May 1,
1981, the City of College Station, Texas, Utility System
Revenue Bonds, Series 1982, dated February 1, 1982 and the
City of College Station, Texas, Utility System Revenue
Bonds, Series II 1982, dated November 1, 1982) have been
paid and retired,
(i) An independent firm of certified public
accountants, based upon an annual audit of the
books of the Systems, certifies that the net
earnings of the Systems for the fiscal year next
preceding the month in which the ordinance autho-
rizing such additional parity bonds or other
evidence of indebtedness is adopted were equal to
at least one and four-tenths (1-4/10) times the
average annual requirements for the palament of
principal and interest on the then outstanding
bonds and other evidences of indebtedness payable
from the revenues of said Systems and on said
additional bonds or other evidences of indebt-
edness, when issued, sold, and delivered. The
term "net earnings" as used in this Section shall
mean all of the net revenues of the Waterworks
System, the Sewer System and the Electric Light
and Power System, exclusive of income received
specifically for capital items, after deduction of
the reasonable expenses of operation and maintenance
of the Systems excluding expenditures which under
standard accounting practice should be charged to
capital expenditures or depreciation; and
ORDINANCE NO. 1516
(ii) Said additional bonds or other evidences
of indebtedness are made to mature on February 1st
in each of the years in which they are scheduled
to mature.
Section 15: That the City shall maintain the
Systems in good condition and operate the same in an effi-
cient manner and at a reasonable cost. So long as any of
the Bonds are outstanding, the City agrees to maintain
insurance on the Systems, for the benefit of the holder or
holders of the Bonds, of a kind and in an amount which
usually would be carried by private companies engaged in a
similar type of business. This Ordinance shall not be
construed as requiring the City to expend any funds which
are derived from sources other than the operation of the
Systems, but nothing herein shall be construed as preventing
the City from doing so.
Section 16: That the City shall keep proper books
of records and accounts, separate from all other records and
accounts, in which complete and correct entries shall be
made of all transactions relating to the Systems. Upon
written request made not more than 60 days following the
close of the fiscal year, the City shall furnish to any
holder of any of the Bonds, complete financial statements of
the Systems in reasonable detail covering such fiscal year,
certified by the City's Auditor. Any purchaser, holder or
holders of 25% of the outstanding bonds of the Systems shall
have the right at all reasonable times to inspect the Systems
and all records, accounts and data of the City relating
thereto.
Section 17: That the City hereby further covenants
as follows:
(a) That it has the lawful power to pledge the
revenues supporting the Bonds and has lawfully exercised
said power under the Constitution and laws of the State of
Texas, including said power existing under Articles 1111-1118,
both inclusive, Revised Civil Statutes of the State of
Texas, with amendments thereto; that the Bonds issued hereunder
and the Outstanding Bonds shall be ratably secured by said
pledge of income, in such manner that one bond shall have no
preference over any other bond of this issue or of the
Outstanding Bonds.
ORDINANCE NO. 1516
(b) That, other than for the payment of the Bonds
herein authorized and the Outstanding Bonds, the rents,
revenues and income of the Systems have not in any manner
been pledged to the payment of any debt or obligations of
the City or of the Systems.
(c) That, so long as any of the Bonds, the Out-
standing Bonds or Additional Bonds remain unpaid, the City
will not sell or encumber the Systems or any substantial
part thereof, and that it will not encumber the revenues
thereof unless such encumbrance is made junior and subordi-
nate to all of the provisions of this Ordinance.
(d) That no free service of the Systems shall be
allowed, and should the City or any of its agencies or
instrumentalities make use of the services and facilities of
the Systems, payment of the reasonable value thereof shall
be made by the City out of funds from sources other than the
revenues and income of the Systems.
(e) To the extent that it legally may, the City
further covenants and agrees that, so long as any of the
Bonds or Outstanding Bonds or any interest thereon is outstand-
ing, no franchise shall be granted for the installation or
operation of any competing Systems, that the City will
prohibit the operation of any such Systems other than those
owned by the City and the operation of any such Systems by
anyone other than the City is hereby prohibited.
Section 18: That the Bonds are special obligations
of the City payable from the pledged revenues and the holder
thereof shall never have the right to demand payment thereof
out of funds raised or to be raised by taxation.
Section 19: That the Mayor is hereby authorized
and directed to submit, or cause to be submitted, the record
of the Bonds, and the Initial Bonds, to the Attorney General
of the State of Texas for examination and approval and
thereafter cause the Bonds to be registered by the Comptroller
of Public Accounts of the State of Texas. Upon said registra-
tion of the Bonds, said Comptroller of Public Accounts (or a
deputy designated in writing to act for said Comptroller)
shall manually sign the Comptroller's Registration Certificate
prescribed herein to be endorsed on each of the Initial
Bonds, and the seal of said Comptroller shall be impressed,
printed or lithographed on each of the Initial Bonds.
-20-
ORDINANCE NO. 1516
Section 20: That the City hereby further covenants
with the purchasers and any subsequent holders of the Bonds
that the City will not make any use of the proceeds of the
Bonds which will cause the Bonds to be or become arbitrage
bonds within the meaning of Section 103(c) of the Internal
Revenue Code of 1954, as amended, or any regulations pro-
mulgated thereunder, and that the City will otherwise comply
with the pertinent provisions of said Section 103(c) and
regulations in order that the Bonds will not be or become
arbitrage bonds thereunder.
Section 21: That if (1) any mutilated Bond is
surrendered to the Paying Agent/Registrar or (2) the City
and the Paying Agent/Registrar receive evidence to their
satisfaction of the destruction, loss or theft of any Bond,
and (a) there is delivered to the City and the Paying
Agent/Registrar such security or indemnity as may be required
by them to save each of them harmless and (b) the City and
the Paying Agent/ Registrar have no notice that such latter
Bond has been acquired by a bona fide purchaser; then and in
either such event the City shall execute and upon its request
the Paying Agent/Registrar shall register and deliver, in
exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Bond, a new Bond of the same maturity and of
like tenor, interest rate and principal amount, bearing a
number not contemporaneously outstanding. Upon the issuance
of any new Bond under this Section 21, the city may require
the payment by the registered owner thereof of a sum suffi-
cient to cover any tax or other governmental charge that may
be imposed in relation thereto and any other expenses (including
the fees and expenses of the Paying Agent/Registrar) connected
therewith. Every new Bond issued pursuant to this Section
21 in lieu of any mutilated, destroyed, lost or stolen Bond
shall constitute a replacement of the prior obligation of
the City, whether or not the mutilated, destroyed, lost or
stolen Bond shall be at the time enforceable by anyone, and
shall be entitled to all the benefits of this Ordinance
equally and ratably with all other outstanding Bonds.
Section 22: That the City covenants at all times
to maintain a Paying Agent/Registrar for the Bonds meeting
the qualifications herein set forth, and subject to the
remaining provisions of this Section 22 hereby appoints
First City National Bank of Houston, Houston, Texas, initially
to serve in such capacity. The form, terms and provisions
of the proposed Agreement between the City and First City
National Bank of Houston providing for such appointment
which is attached to this Ordinance as Exhibit A are hereby
approved in all respects, and the Mayor and City Secretary'
are hereby authorized and directed to execute and deliver an
agreement substantially in the form of such Agreement, with
ORDINANCE NO. 1516
such changes therein as the officers executing the same
shall, as evidenced by their signatures thereon, approve.
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 ordinance 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 Bonds and to the Municipal Advisory
Council of Texas or its successor. Every Paying Agent/Registrar
appointed 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.
Section 23: That public advertisement for the
sale of the Bonds and bids to purchase the Bonds having been
received pursuant thereto, it is hereby found and declared
that the bid submitted by 7t. C,, ,.,...., ~,~,)~.,t, t~.'
~.. ,.~J is the best bid redeived; and the
sale of the Bonds to the named best bidder, at a price equal
to the principal amount of the Bonds plus accrued interest
thereon from the date thereof to the date of actual delivery,
plus a cash premium of $ ~.l-- -~ , subject to the unqualified
approving opinion, as to the legality of the Bonds, of the
Attorney General of the State of Texas and Baker & Botts,
Houston, Texas, market attorneys, is hereby authorized,
ratified, approved and confirmed. When the Initial Bonds
have been approved by the said Attorney General and registered
by the Comptroller of Public Accounts of the State of Texas,
they shall be delivered to the purchasers upon receipt of
the full purchase price. The Mayor, City Secretary and other
appropriate officers of the City are authorized and directed
to perform all acts necessary and/or convenient to carry out
the terms of this Ordinance.
Section 24: That this Ordinance shall take effect
immediately upon its adoption.
1984.
PASSED AND APPROVED this the 15th day of May,
//
Mayor;--Ci~' of College
Station~,Texas
-22-
ORDINANCE NO. 1516
College Station, Texas
[SEAL]
P~HG:iOI:A
E~IIBIT A
BOND REGISTRAR AND
PAYING AGENT AGREEMENT
THIS AGREEMENT entered into as of , 1984
(the "Agreement") by and between the City of College Station,
Texas, a body politic and corporate and a political sub-
division of the State of Texas (the "City"), and First City
National Bank of Houston, a national banking association
duly organized and existing under the laws of the United
States of America with its principal offices in Houston,
Texas (the "Bank");
W I TNE S SETH:
WHEREAS, the City has duly authorized and provided
for the issuance of its Utility System Revenue, Series
1984 (the "Bonds") in the aggregate principal amount of
$17,380,000 to be issued as registered bonds without coupons;
and
WHEREAS, all things necessary to make the Bonds
the valid obligations of the City, in accordance with their
terms, will be taken prior to the issuance and delivery
thereof; and
WHEREAS, the City is desirous that the Bank serve
as the agent of the City for the purpose of providing for
the authentication, registration, transfer, exchange, replace-
ment and payment of the Bonds, all under and in strict con-
formity with the Ordinance of the City authorizing the issu-
ance and sale of the Bonds and approving this Agreement; and
WHEREAS, the Bank desires to serve as the City's
agent for the purposes listed above and to enter into and
perform its obligations under this Agreement;
NOW, THEREFORE, the City and the Bank hereby agree
as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The City hereby appoints the Bank to act as Paying
Agent/Registrar with respect to the Bonds, for the purposes
of (i) paying to the registered owners of the Bonds the
principal of and interest on all or any of the Bonds; (ii)
maintaining the Bond Register (as defined in Section 4.01)
in which shall be kept the names and addresses of the
registered owners of the Bonds; and (iii) authenticating
Bonds issued pursuant to the Ordinance authorizing the
Bonds, all as described in this Agreement.
The Bank hereby accepts such appointments, and
agrees to act as, the Paying Agent/Registrar with respect to
the Bonds, subject to the terms and conditions of this
Agreement.
Section 1.02. Compensation.
As compensation for the Bank's services as Paying
Agent/Registrar, the City hereby agrees to pay the Bank the
fees and amounts set forth in Annex A hereto until December
31, 1984 and thereafter the fees and amounts set forth in
the Bank's current fee schedule then in effect for services
as Paying Agent/Registrar for municipalities, which shall be
supplied to the City on or before ninety (90) days prior to
the close of each year, and shall be effective upon the
first day of the following year.
In addition, the City agrees to reimburse the Bank
upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Bank in accordance with
any of the provisions hereof (including the reasonable
compensation and the expenses and disbursements of its
agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise
requires:
-2-
"Bank Office" means the principal corporate
trust office of the Bank as indicated on the
signature page hereof. The Bank will notify the
City in writing of any change in location of the
Bank Office.
"Bond Ordinance" means the ordinance of the
City Council of the City adopted on May lS, 1984
authorizing the issuance and sale of the Bonds, a
certified copy of which has been delivered to the
Bank.
"City Request" and "City Order" means a
written request or order signed in the name of the
City by the Mayor or the City Secretary of the
City and delivered to the Bank.
"Responsible Officer" when used with respect
to the Bank means the Chairman or Vice Chairman of
the Board of Directors, the Chairman or Vice
Chairman of the Executive Committee of the Board
of Directors, the President, any Vice President,
any Assistant Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant
Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any
other officer of the Bank customarily performing
functions similar to those performed by any of the
above designated officers and also means, with
respect to a particular corporate trust matter,
any other officer to whom such matter is referred
because of his knowledge of and familiarity with
the particular subject.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of the Bank as Paying Agent.
As Paying Agent, the Bank shall, provided adequate
funds have been provided to it for such purpose by or on
behalf of the City, pay on behalf of the City the principal
of the Bonds at their respective maturities, whether at
their stated maturities or upon acceleration of maturity as
provided in the Bond Ordinance, to the registered owner
thereof upon surrender of the Bond to the Bank at the Bank
Office.
As Paying Agent, the Bank shall, provided adeguate
collected funds have been provided to it for such purpose by
or on behalf of the City, pay on behalf of the City the
interest on the Bonds when due, by computing the amount of
interest to be paid each registered owner thereof, preparing
the checks and mailing them as specified in the Bond Ordinance.
to such owners, addressed to their addresses appearing on
the Bond Register.
Section 3.02. Payment Dates.
The city hereby instructs the Bank to pay the
~rincipal of and interest on the Bonds at the dates specified
the Bond Ordinance.
ARTICLE FOUR
REGISTRAR
Section 4.01. Authentication, Transfer and Exchange.
The City shall keep at the Bank Office a register
!herein and in the Bond Ordinance called the "Bond Register")
in which, subject to such reasonable written regulations as
the City may prescribe (which regulations shall be furnished
the Bank herewith or subsequent hereto by City Order), the
City shall provide for the registration of Bonds and of
transfers of Bonds. The Bank agrees to maintain the Bond
Register while it is Registrar.
At any time and from time to time after the execu-
tion and delivery of this Agreement, any registered owner
may deliver to the Bank, for transfer or exchange, any Bonds
accompanied by instructions from such registered owner
designating the persons and authorized maturities and principal
amounts to and in which such Bonds are to be transferred or
exchanged, and the Bank shall thereupon, within not more
than three (3) business days, authenticate and deliver such
Bonds, as provided herein, in the Bond Ordinance and in such
instructions. Such Bonds shall be executed on behalf of the
City and shall be authenticated in the manner provided in
the Bond Ordinance. With respect to any Bond authenticated
and delivered by the Bank hereunder, the Bank shall place
the date of authentication of such Bonds in the place pro-
vided for such date in the form of Bond.
Ail Bonds issued upon any transfer or exchange of
Bonds shall be the valid obligations of the City, evidencing
the same debt, and entitled to the same benefits hereunder
and under the Bond Ordinance, as the Bonds surrendered upon
such exchange.
-4-
No service charge shall be made by the Bank to the
registered owner of a Bond or any transferee for any registra-
tion, transfer or exchange of Bonds, but the Bank shall
require palament by such registered owner thereof or transferee(s)
of a sum sufficient to cover any tax or other governmental
charge that may be imposed upon or be collectible by the
City or the Bank in connection with any such transfer or
exchange of Bonds. Every Bond surrendered for transfer or
exchange shall be duly endorsed or be accompanied by a
written instrument of transfer, the signature on which has
been guaranteed by an officer of a federal or state bank or
a member of the National Association of Securities Dealers,
Inc., in form satisfactory to the Bank, duly executed by the
registered owner thereof or his attorney duly authorized in
writing.
The Bank may request any supporting documentation
it feels necessary to effect a transfer or re-registration.
Section 4.02. Certificates.
The City shall provide an adequate inventory of
Bond certificates to facilitate transfers. The Bank covenants
that it will maintain Bond certificates in safekeeping and
will use reasonable care in maintaining such certificates in
safekeeping, which shall be not less than the care it maintains
for debt securities of other governments or corporations for
which it serves as registrar, or which it maintains for its
own securities.
4.03. Form of Bond Register.
The Bank as Registrar will maintain the records of
the Bond Register in accordance with the Bank's general
practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Register in any
form other than those which the Bank has currently available
and currently utilizes at the time; provided, however, that
such form shall at all times be adequate to provide for an
accurate accounting of the entire principal amount of Bonds
maturing in each year of maturity, and to permit the tracing
of any Bond to one of the Initial Bonds (as such term is
defined in the Bond Ordinance).
The Bond Register may be maintained in written
form or in any other form capable of being converted into
written form within a reasonable time.
Section 4.04. List of Registere~ Owners of Bonds.
The Bank will provide the City at any time requested
by the City, upon payment of the required fee, a copy of the
information contained in the Bond Register. The City may
also inspect the information in the Bond Register at any
time the Bank is customarily open for business, provided
that reasonable time is allowed the Bank to provide an
up-to-date listing or to convert the information into written
form.
The Bank will not release or disclose the content
of the Bond Register to any person other than, or at the
written request of, the Mayor or City Secretary of the City,
except upon receipt of a subpoena or court order. Upon
receipt of a subpoena or court order, or any notice relating
to such a subpoena or order or a hearing with respect thereto,
the Bank will promptly notify the City so that the City may
have the opportunity to contest the subpoena or court order.
Section 4.05. Return of Cancelled Certi$icates.
The Bank will, in accordance with the written
instructions of the City, surrender to the City, cancelled
Bond certificates in lieu of which or in exchange for which
other Bonds have been issued, or which have been paid.
Section 4.06. Mutilated, Destroyed, Lost or
Stolen Bonds.
The city hereby instructs the Bank to deliver and
issue Bonds in exchange for or in lieu of mutilated, destroyed,
lost or stolen Bonds as long as the same does not result in
an overissuance.
The Bank will issue and deliver a new Bond in
exchange for a mutilated Bond surrendered to it. The Bank
will issue a new Bond in lieu of a Bond for which it receives
written representation from the registered owner thereof
that the certificate representing such Bond is destroyed,
lost or stolen, without the surrender or production of the
original certificate. The Bank will pay on behalf of the
City the principal of a Bond for which it receives written
representation that such Bond is destroyed, lost or stolen
following the stated maturity or redemption of the Bond, with-
out the surrender or production of the original certificate.
-6- 04aZ5
The Bank will not issue a replacement Bond or pay
such replacement Bond for a lost, stolen or destroyed Bond
unless there is delivered to the Bank such security or
indemnity as it may require (which may be by the Bank's blanket
bond) to save both the Bank and the City harmless.
On satisfaction of the Bank and the City, the
certificate number on the Bond Register will be cancelled
with a notation that it has been mutilated, destroyed, lost
or stolen and a new Bond will be issued of the same series
and of like tenor and principal amount bearing a number (accord-
ing to the Bond Register) not contemporaneously outstanding.
The Bank shall
Bond the Bank's fees and
a new Bond in lieu of or
lost or stolen Bond.
charge the registered owner of the
expenses in connect/on with issuing
exchange for a multilated, destroyed,
The City hereby accepts the Bank's current blanket
bond for lost, stolen, or destroyed certificates and any
future substitute blanket bond for lost, stolen, or destroyed
certificates that the Bank may arrange and that has substan-
tially the same coverage, and agrees that the coverage under
any such blanket bond is acceptable to it and meets the
City's requirements as to security or indemnity. The blanket
bond utilized for the purpose of lost, stolen or destroyed
certificates by the Bank shall be available for inspection
by the City on request.
Section 4.07. Transaction Information to the City.
The Bank will, within a reasonable time after
receipt of written request from the City, furnish the City
information as to interest and principal payments it has
made with respect to the Bonds, Bonds it has delivered upon
the transfer or exchange of any Bonds pursuant to Section 4.01
and Bonds it has delivered in exchange for or in lieu of muti-
lated, destroyed, lost or stolen Bonds pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set
forth herein and agrees to use reasonable care in the
performance thereof.
-7-
Section 5.02. Reliance on Documents~ Etc.
(a) The Bank may rely and shall be protected in
acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, note,
security or other paper or document reasonably believed
by it to be genuine and to have been signed or presented
by the proper party or parties. The Bank shall not be
bound to make any investigation into the facts or
matters stated in a resolution, certificate, statement,
instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or
document supplied by the Mayor or City Secretary of the
City.
(b) The Bank may consult with counsel, and the
written advice of such counsel or any opinion of coun-
sel shall be full and complete authorization and protec-
tion with respect to any action taken, suffered or
omitted by it hereunder in good faith and in reliance
thereon.
(c) The 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 the city.
The recitals contained herein and in the Bond
certificates, except the certificate of authentication of
the Bonds, shall be taken as the statements of the City, and
the Bank assumes no responsibility for their correctness.
Section 5.04. May Hold Bonds.
The Bank, in its individual or any other capacity,
may become the owner or pledgee of Bonds and may otherwise
deal with the City with the same rights it would have if it
were not acting as the Paying Agent/Registrar or in any
other capacity hereunder.
Section 5.05. Moneys Held by Bank.
Money deposited by the City with the Bank for
payment of the principal (or redemption price) of or.in-
terest on any Bonds shall be segregated from other funds of
the Bank and the City and shall be held in trust for the
benefit of the registered owners of the Bonds. All money
deposited with the Bank hereunder shall be secured in the
manner and to the fullest extent required by law for the
security of funds of the City. The Bank shall be under no
liability for interest on any funds received by it hereunder
unless a City official directs the investment of such funds,
in which case such funds shall be so invested and any interest
earned thereon shall be paid or credited to the City, unless
otherwise agreed with the City.
Section 5.06. Indemnification.
The City agrees to indemnify the Bank for, and
hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on /ts part, aris-
ing out of or in connection with the performance of its
duties hereunder, including the cost and expense (including
its counsel fees) of defending itself against any such claim
or liability in connection with the exercise or performance
of any of its powers or duties under this Agreement.
Section 5.07. Resignation and Removal.
The Bank may resign from its duties hereunder at
any time by giving not less than thirty (30) days' written
notice thereof to the City.
The Bank may be removed from its duties hereunder
at any time, with or without cause, by an ordinance or
resolution adopted by the City Council of the City designat-
ing a successor upon not less than thirty (30) days' notice;
provided, however, no such removal shall become effective
until such successor shall have accepted the duties of the
Bank hereunder by written instrument.
Upon the effective date of such resignation or
removal (or any earlier date designated by the City in case
of resignation) the Bank shall, upon payment of all its
fees, charges and expenses then due, transfer and deliver
to or upon the order of the City the Bond Register and all
other funds, records, Bonds and Bond certificates held by it
under this Agreement.
If the Bank shall resign or be removed, the City
shall by ordinance or resolution of its City Council promptly
appoint and engage a successor to fulfill the obligations of
the Bank hereunder, which appointment shall be effective as
of the effective date of the acceptance of such duties by
such successor. The City (or such successor on behalf of
the City) shall immediately give notice of such substitution
hereunder to the registered owners of all Bonds then outstand-
ing, including the name of such successor and the address of
its principal office.
Section 5.08. Merger~ Conversion~ Consolidation or
Succession.
Any corporation into which the Bank may be merged
or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consoli-
dation to which the Bank shall be a party, or any corporation
succeeding to all or substantially all of the corporate
trust business of the Bank shall be the successor of the
Bank hereunder without the execution or filing of any paper
or any further act on the part of either of the parties
hereto. In case any Bond(s) shall have been authenticated,
but not delivered, by the Bank then acting hereunder, any
such successor by merger, conversion or consolidation to
such authenticating Bank may adopt such authentication and
deliver the Bond(s) so authenticated with the same effect as
if such successor Bank had authenticated such Bond(s).
ARTICLE SiX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement
in writing sig~ed by both of the parties hereto.
Section 6.02. Assignment.
This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03. Notices.
Any request, demand, authorization, direction,
notice, consent, waiver or other document provided or per-
mitted hereby to be given or furnished to the City or the
Bank shall be mailed or delivered to the City or the Bank,
respectively, at the addresses shown on the signature page
hereof.
Section 6.04. Effect of Headings.
The Article and Section headings are for conven-
ience only and shall not affect the construction hereof.
-10-
Section 6.05. Successors and Assigns.
Ail covenants and agreements herein by the City
and the Bank shall bind their respective successors and
assigns, whether so expressed or not.
Section 6.06. Benefits of Agreement.
Nothing herein, express or implied, shall give to
any person, other than the parties hereto and their succes-
sors hereunder, any benefit or any legal or equitable right,
remedy or claim hereunder.
Section 6.07. Entire Agreement.
This Agreement and the Bond Ordinance constitute
the entire agreement between the parties hereto relative to
the Bank's acting as Paying Agent Registrar and Authenticating
Agent and if any conflict exists between this Agreement and
the Bond Ordinance, the Bond Ordinance shall govern.
Section 6.08. Counterparts.
This Agreement may be executed in any number of
counterparts, each which shall be deemed an original and all
of which shall constitute one and the same Agreement.
Section 6.09. Termination.
This Agreement will terminate on the date of final
payment by the Bank issuing its checks for the final payment
of principal and interest of the Bonds.
This Agreement may be earlier terminated upon
sixty (60) days' written notice by either party.
The provisions of Section 1.02 and Article Five
shall survive and remain in full force and effect following
the termination of this Agreement.
Section 6.10. Governing Law.
This Agreement shall be construed in accordance
with and governed by the laws of the State of Texas.
-11- U 4 30
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
[SEAL]
CITY OF CO~L~GE STATION, TEXAS
BY ~'.
Attest:
City sectary
Address: 1101 Texas Avenue
College Station, Texas
FIRST CITY NATIONAL BANK OF HOUSTON
[SEAL]
Attest:
Title:
BY
Title:
Address: 2 Houston Center
Lower Level
Houston, Texas 77002
RHG:101:H
-12- .42.3X