HomeMy WebLinkAbout2009-3211 - Ordinance - 10/19/2009ORDINANCE NO. 3211
ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF
COLLEGE STATION, TEXAS GENERAL OBLIGATION REFUNDING
BONDS, SERIES 2009; ESTABLISHING PARAMETERS REGARDING THE
SALE OF THE BONDS; APPROVING THE EXECUTION OF AN ESCROW
AGREEMENT; AND ALL OTHER MATTERS RELATED THERETO
THE STATE OF TEXAS
COUNTY OF BRAZOS
CITY OF COLLEGE STATION
WHEREAS, the City of College Station (the "City" or the "Issuer") has previously issued
certain obligations of the City described in Schedule I attached hereto and incorporated herein
(collectively, the "Refunded Obligations"), and the Refunded Obligations are intended to be and
shall be refunded pursuant to this Ordinance;
WHEREAS, Chapter 1207, Texas Government Code ("Chapter 1207"), authorizes the City
to issue refunding bonds and to deposit the proceeds from the sale thereof, together with any other
available funds or resources, directly with a paying agent for the Refunded Obligations or a trust
company or commercial bank that does not act as a depository for the City and is named in these
proceedings, and such deposit, if made before the payment dates of the Refunded Obligations, shall
constitute the making of firm banking and financial arrangements for the discharge and final
payment of the Refunded Obligations;
WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow or similar
agreement with such paying agent for the Refunded Obligations or trust company or commercial
bank that does not act as a depository for the City with respect to the safekeeping, investment,
reinvestment, administration and disposition of any such deposit, upon such terms and conditions
as the Issuer and such paying agent or trust company or commercial bank may agree;
WHEREAS, the City Council hereby finds and declares a public purpose and it is in the best
interests of the City to refund the Refunded Obligations in order to restructure the Issuer's
outstanding debt service as well as to achieve a net present value debt service savings of not less
than 5.00%, with such savings, among other information and terms to be included in a bond
purchase contract (the "Purchase Contract") to be executed by the Pricing Officer (hereinafter
designated), all in accordance with the provisions of Section 1207.007, Texas Government Code;
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized;
WHEREAS, because of fluctuating conditions in the municipal bond market, the City
Council has determined to delegate to the Pricing Officer hereinafter designated the authority to
effect the sale of the bonds hereinafter authorized for the purpose of providing for the refunding of
all or a portion of the Refunded Obligations, subject to the parameters hereinafter described;
Ordinance No. 3211
WHEREAS, the bonds hereafter authorized are being issued and delivered pursuant to
Chapter 1207; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this
Ordinance has been adopted was open to the public and public notice of the time, place and subject
matter of the public business to be considered and acted upon at said meeting, including this
Ordinance, was given, all as required by the applicable provisions of Texas Government Code,
Chapter 551; Now, Therefore
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
COLLEGE STATION, TEXAS;
Section 1. BONDS AUTHORIZED. That the City's bonds (the "Bonds") are hereby
authorized to be issued in an aggregate principal amount not to exceed $8,500,000 for the purpose
of refunding all or a portion of the Refunded Obligations and paying costs incurred in connection
with the issuance of the Bonds. The Bonds shall be designated as the "City of College Station,
Texas General Obligation Refunding Bonds, Series 2009".
Section 2. DATE, DENOMINATIONS, NUMBER, MATURITIES AND TERMS OF
BONDS. (a) That initially there shall be issued, sold, and delivered hereunder fully registered
bonds, without interest coupons, numbered consecutively from R-1 upward, payable to the
respective initial registered owners thereof, or to the registered assignee or assignees of the Bonds
or any portion or portions thereof, in the denomination of $5,000 or any integral multiple thereof
(an "Authorized Denomination"), maturing not later than February 15, 2020, payable serially or
otherwise on the dates, in the years and in the principal amounts, and dated, all as set forth in the
Purchase Contract.
(b) As authorized by Chapter 1207, the City Manager is hereby authorized, appointed, and
designated to act on behalf of the City as the pricing officer (the "Pricing Officer") in selling and
delivering the Bonds pursuant to the Purchase Contract which the Pricing Officer is hereby
authorized to execute, and to act in determining which of the Refunded Obligations shall be
refunded and carrying out the other procedures specified in this Ordinance, including determining
and fixing the date of the Bonds, any additional or different designation or title by which the Bonds
shall be known, the aggregate principal amount of the Bonds, the date of delivery of the Bonds, the
price at which the Bonds will be sold, the years in which the Bonds will mature, the principal
amount of Bonds to mature in each of such years, the rate of interest to be borne by each such
maturity, the interest payment periods, the dates, price, and terms upon and at which the Bonds shall
be subject to redemption prior to maturity at the option of the City, as well as any mandatory sinking
fund redemption provisions, and all other matters relating to the issuance, sale, and delivery of the
Bonds, and the refunding of the Refunded Obligations, including obtaining a municipal bond
insurance policy in support of all or any portion of the Bonds, all of which shall be specified in the
Purchase Contract; provided, that (i) the price to be paid for the Bonds shall not be less than 95%
of the aggregate original principal amount thereof, plus accrued interest thereon from the date of
their delivery, (ii) none of the Bonds shall bear interest at a rate greater than 10.00% per annum, and
(iii) the Bonds shall not be sold for the purpose of refunding the Refunded Obligations unless the
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refunding of the Refunded Obligations results in achieving the minimum net present value debt
service savings threshold described in Section 15 of this Ordinance. The amount of the savings to
be realized from the refunding of the Refunded Obligations, on both a gross and a present value
basis, shall be set forth in a certificate (further described in Section 15 of this Ordinance) to be
executed by the Pricing Officer upon the execution of the Purchase Contract. In addition, the
Pricing Officer is authorized to determine the principal amount of Bonds to be issued and sold, if
any, to provide for the refunding of Refunded Obligations; provided, that the determination by the
Pricing Officer to issue Bonds for the purpose of refunding Refunded Obligations shall be subject
to the parameters set forth in Section 15 hereof. A finding or determination made by the Pricing
Officer acting under the authority delegated thereto by this Ordinance with respect to all matters
relating to the issuance and sale of the Bonds shall have the same force and effect as a finding or
determination made by the City Council. The delegation made hereby shall expire if not exercised
by the Pricing Officer on or before April 19, 2010.
(d) The Pricing Officer of the City is authorized and directed to provide for and oversee the
preparation of a preliminary and final official statement in connection with the issuance of the
Bonds, and to approve such preliminary and final official statement and deem such preliminary
official statement final in compliance with the Rule and to provide it to the Underwriters of the
Bonds in compliance with the Rule.
Section 3. REDEMPTION. (a) That the Bonds may be subject to redemption prior to their
scheduled maturities at the option of the City, on the dates and in the manner as provided in the
Purchase Contract. Should the Purchase Contract provide for the redemption of the Bonds prior to
their scheduled maturities at the option of the City, if less than all of the Bonds are to be redeemed
by the City, the City shall determine the maturity or maturities and the amounts thereof to be
redeemed and shall direct the Paying Agent/Registrar to call by lot Bonds, or portions thereof,
within such maturity or maturities and in such principal amounts, for redemption; provided, that
during any period in which ownership of the Bonds is determined only by a book entry at a
securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing
the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such
interest rate shall be selected in accordance with the arrangements between the City and the
securities depository.
(b) Should the Purchase Contract provide for the mandatory sinking fund redemption of the
Bonds, the terms and conditions governing any such mandatory sinking fund redemption relating
thereto shall be as set forth in the Purchase Contract.
(c) At least thirty (30) days prior to the date any such Bonds are to be redeemed, (i) a written
notice of redemption shall be given by the Paying Agent/Registrar to the registered owner of each
Bond or a portion thereof being called for redemption by depositing such notice in the United States
mail, first-class, postage prepaid, addressed to each such registered owner at the address thereof as
shown on the Registration Books and (ii) a notice of such redemption shall be published one time
in a financial journal or publication of general circulation in the United States of America or the
State of Texas carrying as a regular feature notices of municipal bonds called for redemption;
provided, however, that the failure to send, mail or receive such notice described in (i) above, or any
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defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of
the proceedings for the redemption of any Bond, and the publication of notice as described in (ii)
above shall be the only notice actually required in connection with or as a prerequisite to the
redemption of any Bonds. By the date fixed for any such redemption, due provision shall be made
by the City with the Paying Agent/Registrar for the payment of the required redemption price for
the Bonds or the portions thereof which are to be so redeemed, plus accrued interest thereon to the
date fixed for redemption. If such notice of redemption is given, and if due provision for such
payment is made, all as provided above, the Bonds, or the portions thereof which are to be so
redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not
bear interest after the date fixed for their redemption, and shall not be regarded as being outstanding
except for the right of the registered owner to receive the redemption price plus accrued interest to
the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such
payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions
of principal of the Bonds or any portion thereof. If a portion of any Bond shall be redeemed, a
substitute Bond or Bonds having the same maturity date, bearing or accruing interest at the same
rate, in any Authorized Denomination, at the written request of the registered owner, and in an
aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered
owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in this
Ordinance. In addition, notice of such redemption shall be provided in the manner described in
Section 3(e) hereof, but the failure to provide such notice as described in Section 3(e) hereof shall
not affect the validity or effectiveness of the proceedings for the redemption of the Bonds.
(d) With respect to any optional redemption of the Bonds, unless certain prerequisites to
such redemption required by this Ordinance have been met and moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received
by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall
state that said redemption may, at the option of the City, be conditional upon the satisfaction of such
prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed
for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional
notice of redemption is given and such prerequisites to the redemption and sufficient moneys are
not received, such notice shall be of no force and effect, the City shall not redeem such Bonds and
the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was
given, to the effect that the Bonds have not been redeemed.
(e) (i) In addition to the manner of providing notice of redemption of Bonds as described
in Section 3(c), the Paying Agent/Registrar shall give notice of redemption of Bonds by United
States mail, first-class, postage prepaid, at least thirty (30) days prior to a redemption date to the
State Information Depository (the "SID") and Municipal Securities Rulemaking Board (the
"MSRB"). In addition, in the event of a redemption caused by an advance refunding of the Bonds,
the Paying Agent/Registrar shall send a second notice of redemption to the persons specified in the
immediately preceding sentence at least thirty (30) days but not more than ninety (90) days prior to
the actual redemption date. Any notice sent to the SID and MSRB shall be sent so that such notice
is received at least two days prior to the general mailing or publication date of such notice. The
Paying Agent/Registrar shall also send a notice of redemption to the registered owner of any Bonds
who has not sent the Bonds in for redemption sixty (60) days after the redemption date. The failure
to send, mail or receive any such notice described in this clause (e)(i), or any defect therein or in the
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sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the
redemption of any Bond.
(ii) Each redemption notice, whether required in the FORM OF BOND or
otherwise by this Ordinance, shall contain a description of the Bonds to be redeemed including the
complete name of the Bonds, the series, the date of issue, the interest rate, the maturity date, the
CUSIP number, the amounts called of each Bond, the publication and mailing date for the notice,
the date of redemption, the redemption price, the name of the Paying Agent/Registrar and the
address at which the Bond may be redeemed including a contact person and telephone number.
(iii) All redemption payments made by the Paying Agent/Registrar to the registered
owners of the Bonds shall include a CUSIP number relating to each amount paid to such registered
owner.
Section 4. INTEREST. That the Bonds shall bear interest calculated on the basis of a 360 -
day year composed of twelve 30 -day months from the dates specified in the FORM OF BOND set
forth in Exhibit A to this Ordinance, to their respective dates of maturity at the rates set forth in the
Purchase Contract. Interest on the Bonds shall be payable on the dates as set forth in the Purchase
Contract, until the maturity or prior redemption of the Bonds.
Section 5. PAYING AGENT/REGISTRAR; BOOK -ENTRY ONLY SYSTEM. (a)
That the City shall keep or cause to be kept at the corporate trust office designated by The Bank of
New York Mellon Trust Company, National Association, Dallas, Texas, as its place of payment for
the Bonds, or such other bank, trust company, financial institution, or other entity duly qualified and
legally authorized to serve and perform duties of and services of paying agent and registrar, named
in accordance with the provisions of (g) of this Section hereof (the "Paying Agent/Registrar"), books
or records of the registration and transfer of the Bonds (the "Registration Books"), and the City
hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep the
Registration Books and make such transfers and registrations under such reasonable regulations as
the City and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make
such transfers and registrations as herein provided. The place of payment so designated by the
Paying Agent/Registrar shall be referred to herein as the "Designated Trust Office" of the Paying
Agent/Registrar. It shall be the duty of the Paying Agent/Registrar to obtain from the registered
owner and record in the Registration Books the address of such registered owner of each Bond to
which payments with respect to the Bonds shall be mailed, as herein provided. The Paying
Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by
law, shall not permit their inspection by any entity other than the City. Registration of each Bond
may be transferred in the Registration Books only upon presentation and surrender of such Bond for
transfer of registration and cancellation to the Paying Agent/Registrar at its Designated Trust Office
during normal business hours, together with proper written instruments of assignment, in form and
with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment
of the Bond, or any portion thereof in any Authorized Denomination, to the assignee or assignees
thereof, and the right of such assignee or assignees to have the Bond or any such portion thereof
registered in the name of such assignee or assignees. Upon the assignment and transfer of any Bond
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or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the
manner herein provided. As of the date this Ordinance is approved by the City, the Designated Trust
Office is the Dallas, Texas corporate trust office of The Bank of New York Mellon Trust Company,
National Association.
(b) The entity in whose name any Bond shall be registered in the Registration Books at
any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether
such Bond shall be overdue, and the City and the Paying Agent/Registrar shall not be affected by
any notice to the contrary unless otherwise required by law; and payment of, or on account of, the
principal of, premium, if any, and interest on any such Bond shall be made only to such registered
owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon
such Bond to the extent of the sum or sums so paid.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying
agent for paying the principal of, premium, if any, and interest on the Bonds, and to act as its agent
to exchange or replace Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall
keep proper records of all payments made by the City and the Paying Agent/Registrar with respect
to the Bonds, and of all exchanges of the Bonds, and all replacements of the Bonds, as provided in
this Ordinance.
(d) Each Bond may be exchanged for fully registered bonds in the manner set forth
herein. Each Bond issued and delivered pursuant to this Ordinance, to the extent of the unpaid or
unredeemed principal amount thereof, may, upon surrender thereof at the Designated Trust Office
of the Paying Agent/Registrar, together with a written request therefor duly executed by the
registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or
representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option
of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully
registered bonds, without interest coupons, in the form prescribed in the FORM OF BOND, in an
Authorized Denomination (subject to the requirement hereinafter stated that each substitute Bond
shall have a single stated maturity date), as requested in writing by such registered owner or such
assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal
amount of any Bond or Bonds so surrendered, and payable to the appropriate registered owner,
assignee, or assignees, as the case may be. If a portion of any Bond shall be redeemed prior to its
scheduled maturity as provided herein, at the request of the registered owner a substitute Bond or
Bonds having the same maturity date, bearing interest at the same rate, in an Authorized
Denomination, and in an aggregate principal amount equal to the unredeemed portion thereof, will
be issued to the registered owner upon surrender thereof for cancellation. If any Bond or portion
thereof is assigned and transferred, each Bond issued in exchange therefor shall have the same
principal maturity date and bear interest at the same rate as the Bond for which it is being
exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each other
Bond. The Paying Agent/Registrar shall exchange or replace Bonds as provided herein, and each
fully registered bond delivered in exchange for or replacement of any Bond or portion thereof as
permitted or required by any provision of this Ordinance shall constitute one of the Bonds for all
purposes of this Ordinance, and may again be exchanged or replaced. On each substitute Bond
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issued in exchange for or replacement of any Bond or Bonds issued under this Ordinance there shall
be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form set forth in the
FORM OF BOND (the "Authentication Certificate"). An authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, manually sign and date the
Authentication Certificate, and no such Bond shall be deemed to be issued or outstanding unless the
Authentication Certificate is so executed and dated. The Paying Agent/Registrar promptly shall
cancel all Bonds surrendered for exchange or replacement. No additional ordinances, orders, or
resolutions need be passed or adopted by the City Council or any other body or person so as to
accomplish the foregoing exchange or replacement of any Bond or portion thereof, and the Paying
Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the
manner prescribed herein, pursuant to Chapter 1206, Texas Government Code, particularly
Subchapter B thereof. The duty of such exchange or replacement of Bonds as described in the
preceding sentence is hereby imposed upon the Paying Agent/Registrar, and upon the execution of
the Authentication Certificate, the exchanged or replaced Bond shall be valid, incontestable, and
enforceable in the same manner and with the same effect as the Bonds which originally were
delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the
Comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrar shall be required
(1) to make any transfer or exchange during a period beginning at the opening of business 15 days
before the day of the first mailing of a notice of redemption of Bonds and ending at the close of
business on the day of such mailing, or (2) to transfer or exchange any Bond after it is selected for
redemption, in whole or in part, when such redemption is scheduled to occur within 30 calendar
days; provided, however, such limitation shall not be applicable to an exchange by the owner of the
uncalled principal balance of a Bond.
(e) All Bonds issued in exchange or replacement of any other Bond or portion thereof,
(i) shall be issued in fully registered form, without interest coupons, with the principal of and
interest on the Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior
to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other
Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of
and interest on the Bonds shall be payable, all as provided, and in the manner required or indicated,
in the FORM OF BOND.
(f) The City shall pay all of the Paying Agent/Registrar's reasonable and customary fees
and charges for making transfers, conversions and exchanges of the Bonds in accordance with an
agreement between the City and the Paying Agent/Registrar, but the registered owner of any Bond
requesting such transfer shall pay any taxes or other governmental charges required to be paid with
respect thereto. In addition, the City hereby covenants with the registered owners of the Bonds that
it will pay the reasonable standard or customary fees and charges of the Paying Agent/Registrar for
its services with respect to the payment of the principal of and interest on the Bonds, when due.
(g) The City covenants with the registered owners of the Bonds that at all times while
the Bonds are outstanding the City will provide a competent and legally qualified bank, trust
company, financial institution, or other entity duly qualified and legally authorized to serve as and
perform the duties and services of Paying Agent/Registrar, to act as and perform the services of
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Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will
be one entity. The City reserves the right to, and may, at its option, change the Paying
Agent/Registrar upon not less than 60 days' written notice to the Paying Agent/Registrar. In the
event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger,
acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that
promptly it will appoint a competent and legally qualified bank, trust company, financial institution,
or other entity duly qualified and legally authorized to serve as and perform the services of Paying
Agent/Registrar, which shall be a corporation organized and doing business under the laws of the
United States of America or of any state, authorized under such laws to exercise trust powers,
subject to supervision or examination by federal or state authority, and whose qualifications
substantially are similar to the previous Paying Agent/Registrar, to act as Paying Agent/Registrar
under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying
Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along
with all other pertinent books and records relating to the Bonds, to the City and to the new Paying
Agent/Registrar designated and appointed by the City. Upon any change in the Paying
Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class, postage
prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting
the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed
to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each
Paying Agent/Registrar.
(h) The Bonds issued in exchange for the Bonds initially issued to the initial purchaser
specified herein shall be initially issued in the form of a separate single fully registered Bond for
each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be
registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York,
New York ("DTC"), and all of the outstanding Bonds shall be registered in the name of Cede & Co.,
as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of
DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any
securities brokers and dealers, banks, trust companies, clearing corporations and certain other
organizations on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate
the clearance and settlement of securities transactions among DTC Participants or to any person on
behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the
immediately preceding sentence, the City and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or
any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any
DTC Participant or any other person, other than a Registered Owner of Bonds, as shown on the
Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC
Participant or any other person, other than a Registered Owner of Bonds, as shown in the
Registration Books of any amount with respect to principal of or interest on the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
of principal and interest with respect to such Bond, for the purpose of registering transfers with
respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay
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all principal of and interest on the Bonds only to or upon the order of the Registered Owners, as
shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the City's obligations with respect to payment of principal of and interest on the Bonds
to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the
Registration Books, shall receive a Bond evidencing the obligation of the City to make payments
of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee
in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest
checks being mailed to the Registered Owner at the close of business on the Record Date (as defined
in the FORM OF BOND), the words "Cede & Co." in this Ordinance shall refer to such new
nominee of DTC. The previous execution and delivery of the Blanket Letter of Representations with
respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall
be fully applicable to the Bonds.
Section 6. FORM OF BONDS. That the form of all Bonds, including the form of the
Authentication Certificate, the form of Assignment, and the form of the Comptroller's Registration
Certificate to accompany the Bonds on the initial delivery thereof, shall be, respectively,
substantially in the form set forth in Exhibit A to this Ordinance, with such appropriate variations,
omissions, or insertions as are permitted or required by this Ordinance, and with the Bonds to be
completed with information set forth in the Purchase Contract.
Section 7. DEFINITIONS. That, as used in this Ordinance, the following terms shall have
the meanings set forth below, unless the text hereof specifically indicates otherwise:
The term "Authorized Denomination" shall have the same meaning as set forth in Section
2(a) hereof.
The terms "Bonds" shall mean one or more, as the case may be, of the City of College
Station, Texas General Obligation Refunding Bonds, Series 2009, authorized to be issued by this
Ordinance.
The term "Business Day" shall mean a day other than a Saturday, Sunday, a legal holiday,
or a day on which banking institutions are authorized by law or executive order to close in the City
or the city where the Designated Trust Office of the Paying Agent/Registrar is located.
The terms "City" and "Issuer" shall mean the City of College Station, Texas.
The term "Code" shall mean the Internal Revenue Code of 1986, as amended.
The term "DTC" shall mean The Depository Trust Company, New York, New York.
The term "DTC Participant" shall mean the securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations on whose behalf DTC was created
to hold securities to facilitate the clearance and settlement of securities transactions among DTC
Participants.
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The term "Designated Trust Office" shall have the same meaning as set forth in Section 5(a)
hereof.
The term "Escrow Agent" shall mean The Bank of New York Mellon Trust Company,
National Association.
The term "Escrow Agreement" shall mean the Escrow Agreement between the City and the
Escrow Agent, executed in connection with the refunding of the Refunded Obligations.
hereof.
The term "Interest and Sinking Fund" shall have the meaning as set forth in Section 8(a)
The term "MSRB" shall mean the Municipal Securities Rulemaking Board.
The term "Paying Agent/Registrar" shall have the meaning as set forth in Section 5(a) hereof.
The term "Refunded Obligations" shall mean those obligations identified in Schedule I
attached to this Ordinance that are selected to be refunded by the Pricing Officer in accordance with
Section 15(a) hereof.
The term "Rule" shall mean SEC Rule 15c2-12, as amended from time to time.
The term "SEC" shall mean the United States Securities and Exchange Commission.
The term "SID" shall mean any person designated by the State of Texas or an authorized
department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state
information depository within the meaning of the Rule from time to time.
The term "Year" shall mean the regular fiscal year used by the City in connection with the
operation of the System, which may be any twelve consecutive months period established by the
City.
Section 8. LEVY OF TAX; INTEREST AND SINKING FUND; TRANSER. (a) That
a special fund or account, to be designated the "City of College Station, Texas Series 2009
Refunding Bonds Interest and Sinking Fund" (the "Interest and Sinking Fund") is hereby created and
shall be established and maintained by the City. The Interest and Sinking Fund shall be kept
separate and apart from all other funds and accounts of the City, and shall be used only for paying
the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on
account of the Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund.
During each year while any of the Bonds are outstanding and unpaid, the governing body of the City
shall compute and ascertain the rate and amount of ad valorem tax, based on the latest approved tax
rolls of the City, with full allowances being made for tax delinquencies and the cost of tax
collections, which will be sufficient to raise and produce the money required to pay the interest on
the Bonds as such interest comes due, and to provide a sinking fund to pay the principal (including
mandatory sinking fund redemption payments, if any) of the Bonds as such principal matures or
comes due through operation of the mandatory sinking fund redemption, if any, but never less than
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2% of the original amount of the Bonds as a sinking fund each year. The rate and amount of ad
valorem tax is hereby ordered to be levied against all taxable property in the City for each year while
any of the Bonds are outstanding and unpaid, and the ad valorem tax shall be assessed and collected
each such year and deposited to the credit of the Interest and Sinking Fund. Ad valorem taxes
necessary to pay the interest on and principal of the Bonds, as such interest comes due and such
principal matures, are hereby pledged for such payment, within the limit prescribed by law. There
shall be appropriated from the General Fund of the City for deposit into the Interest and Sinking
Fund moneys as may be necessary to pay the principal and interest payments on the Bonds
scheduled to occur on or before February 15, 2010.
(b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the
pledge of ad valorem taxes granted by the City under this Section, and such pledge is therefore valid,
effective, and perfected. If Texas law is amended at any time while the Bonds are outstanding and
unpaid such that the pledge of ad valorem taxes granted by the City is to be subject to the filing
requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the
registered owners of the Bonds the perfection of the security interest in said pledge, the City agrees
to take such measures as it determines are reasonable and necessary under Texas law to comply with
the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to
perfect the security interest in said pledge to occur.
(c) The City shall do any and all things necessary to accomplish the transfer of monies to the
Interest and Sinking Fund of this issue in ample time to pay such items of principal and interest due
on the Bonds.
Section 9. DEFEASANCE OF BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer
outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent
provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest
thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall
have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been
provided for on or before such due date by irrevocably depositing with or making available to the
Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future
Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient
to make such payment or (2) Defeasance Securities that mature as to principal and interest in such
amounts and at such times as will insure the availability, without reinvestment, of sufficient money
to provide for such payment, and when proper arrangements have been made by the Issuer with the
Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become
due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as
aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled
to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and
such principal and interest shall be payable solely from such money or Defeasance Securities.
Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any
determination not to redeem Defeased Bonds that is made in conjunction with the payment
arrangements specified in subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided
that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves
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the right to call the Defeased Bonds for redemption; (2) gives notice of the reservation of that right
to the owners of the Defeased Bonds immediately following the making of the payment
arrangements; and (3) directs that notice of the reservation be included in any redemption notices
that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction
of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as
hereinbefore set forth, and all income from such Defeasance Securities received by the Paying
Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect
to which such money has been so deposited, shall be turned over to the Issuer, or deposited as
directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money
and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions
permitting the investment or reinvestment of such moneys in Defeasance Securities or the
substitution of other Defeasance Securities upon the satisfaction of the requirements specified in
subsection (a)(i) or (ii) of this Section. All income from such Defeasance Securities received by the
Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect
to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed
in writing by the Issuer.
(c) The term "Defeasance Securities" means (i) direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States
of America., (ii) noncallable obligations of an agency or instrumentality of the United States of
America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent, and (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the Issuer
adopts or approves the proceedings authorizing the financial arrangements are rated as to investment
quality by a nationally recognized investment rating firm not less than AAA or its equivalent.
(d) Until all Defeased Bonds shall have become due and payable, the Paying
Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the
same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and
pay for such services as required by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of
Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount
of Bonds by such random method as it deems fair and appropriate.
Section 10. FUNDS SECURED. That money in all Funds created by this Ordinance, to the
extent not invested, shall be secured in the manner prescribed by law for securing funds of the City.
Section 11. AMENDMENT OF ORDINANCE. The City hereby reserves the right to
amend this Ordinance subject to the following terms and conditions, to -wit:
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Ordinance No. 3211
(a) The City may from time to time, without the consent of any holder, except as otherwise
required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any
ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests
of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events
of default as shall not be inconsistent with the provisions of this Ordinance and that shall not
materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust
Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time
in effect, or (v) make such other provisions in regard to matters or questions arising under this
Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the
opinion of nationally recognized bond counsel materially adversely affect the interests of the
holders.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating a majority
in aggregate principal amount of then outstanding Bonds that are the subject of a proposed
amendment shall have the right from time to time to approve any amendment hereto that may be
deemed necessary or desirable by the City; provided, however, that without the consent of 100% of
the holders in aggregate principal amount of the then outstanding Bonds, nothing herein contained
shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or
in any of the Bonds so as to:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any, payable
on any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption premium
on outstanding Bonds or any of them or impose any condition with respect to such payment;
or
(5) Change the minimum percentage of the principal amount of the Bonds necessary
for consent to such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the City
shall send by United States mail, first-class, postage prepaid, to each registered owner of the affected
Bonds a copy of the proposed amendment. Such notice shall briefly set forth the nature of the
proposed amendment and shall state that a copy thereof is on file at the office of the Issuer for
inspection by all holders of such Bonds.
(d) Whenever at any time within one year from the date of mailing of such notice the City
shall receive an instrument or instruments executed by the holders of at least a majority in aggregate
principal amount of all of the Bonds then outstanding that are required for the amendment, which
instrument or instruments shall consent to and approve such amendment, the City may adopt the
amendment in substantially the same form.
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Ordinance No. 3211
(e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be modified and amended in accordance with such
amendatory Ordinance, and the respective rights, duties, and obligations of the City and all holders
of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects
to such amendment.
(f) Any consent given by the holder of a Bond pursuant to the provisions of this Section
shall be irrevocable for a period of six months from the date of such consent, and shall be conclusive
and binding upon all future holders of the same Bond during such period. Such consent may be
revoked at any time after six months from the date of such consent by the holder who gave such
consent, or by a successor in title, by filing notice with the City, but such revocation shall not be
effective if the holders of a majority in aggregate principal amount of the affected Bonds then
outstanding, have, prior to the attempted revocation, consented to and approved the amendment.
For the purposes of establishing ownership of the Bonds, the City shall rely solely upon the
registration of the ownership of such Bonds on the registration books kept by the Paying
Agent/Registrar.
Section 12. DAMAGED, MUTILATED, LOST, STOLEN OR DESTROYED BONDS.
(a) That in the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the
Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Bond of the same
principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed
Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds
shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond,
the applicant for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the
applicant shall furnish to the City and to the Paying Agent/Registrar evidence to their satisfaction
of the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or
mutilation of a Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation
the Bond so damaged or mutilated.
(c) Notwithstanding the foregoing provisions of this Section, in the event any such Bond
shall have matured, and no default has occurred which is then continuing in the payment of the
principal of, redemption premium, if any, or interest on the Bond, the City may authorize the
payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond)
instead of issuing a replacement Bond, provided security or indemnity is furnished as above
provided in this Section.
(d) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall
charge the owner of such Bond with all legal, printing, and other expenses in connection therewith.
Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that
any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether
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the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall
be entitled to all the benefits of this Ordinance equally and proportionately with any and all other
Bonds duly issued under this Ordinance.
(e) In accordance with Chapter 1206, Texas Government Code, particularly Subchapter
B thereof, this Section of this Ordinance shall constitute authority for the issuance of any such
replacement bond without necessity of further action by the governing body of the City or any other
body or person, and the duty of the replacement of such bonds is hereby authorized and imposed
upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such
bonds in the form and manner and with the effect, as provided in Section 5 of this Ordinance for
Bonds issued in exchange for other Bonds.
Section 13. TAX COVENANTS. (a) The Issuer covenants to take any action necessary
to assure, or refrain from any action that would adversely affect, the treatment of the Bonds as bonds
described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the
interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business
use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds
or the projects financed or refinanced therewith (the "Projects") are so used, such amounts,
whether received by the Issuer, with respect to such private business use, do not, under the
terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or
provide for the payment of more than 10 percent of the debt service on the Bonds, in
contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" that is "related" and not
"disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental
use;
(3) to take any action to assure that no amount that is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
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(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) that produces a materially
higher yield over the term of the Bonds, other than investment property acquired with —
(A) proceeds of the Bonds invested for a reasonable temporary period of 3
years or less or, in the case of an advance refunding bond, for a period of 30 days or
less until such proceeds are needed for the purpose for which the bonds are issued,
and in the case of a current refunding bond, for a period of 90 days or less,
(B) amounts invested in a bona fide debt service fund, within the meaning
of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent
of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the
United States of America, not later than 60 days after the Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate
Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and
such Fund shall not be subject to the claim of any other person, including without limitation the
Bondholders. The Rebate Fund is established for the additional purpose of compliance with section
148 of the Code.
(c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer
understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury
Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the
Refunded Obligations expended prior to the date of issuance of the Bonds. It is the understanding
of the Issuer that the covenants contained herein are intended to assure compliance with the Code
and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto.
In the event that regulations or rulings are hereafter promulgated that modify or expand provisions
of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant
contained herein to the extent that such failure to comply, in the opinion of nationally recognized
bond counsel, will not adversely affect the exemption from federal income taxation of interest on
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Ordinance No. 3211
the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated that impose additional requirements applicable to the Bonds, the Issuer agrees to
comply with the additional requirements to the extent necessary, in the opinion of nationally
recognized bond counsel, to preserve the exemption from federal income taxation of interest on the
Bonds under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes
and directs the Mayor, the Pricing Officer and the Chief Financial Officer of the City, acting
severally but not jointly, to execute any documents, certificates or reports required by the Code and
to make such elections, on behalf of the Issuer, that may be permitted by the Code as are consistent
with the purpose for the issuance of the Bonds.
(d) Disposition of Project. The Issuer covenants that the Project will not be sold or
otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other
compensation, unless the Issuer obtains an opinion of nationally -recognized bond counsel that such
sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes
of the foregoing, the portion of the property comprising personal property and disposed in the
ordinary course shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant
if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for
federal income tax proposes from gross income of the interest.
Section 14. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. (i)
The City shall provide annually to the MSRB, in an electronic format as prescribed by the MSRB,
within six months after the end of each fiscal year ending in or after 2010, financial information and
operating data with respect to the City of the general type included in the final Official Statement
authorized by Section 2(d)of this Ordinance, being the information described in Exhibit B hereto.
Any financial statements so to be provided shall be (1) prepared in accordance with the accounting
principles described in Exhibit B hereto, or such other accounting principles as the City may be
required to employ from time to time pursuant to state law or regulation, and (2) audited, if the City
commissions an audit of such statements and the audit is completed within the period during which
they must be provided. If the audit of such financial statements is not complete within such period,
then the City shall provide unaudited financial statements by the required time, and shall provide
audited financial statements for the applicable fiscal year to the MSRB, when and if the audit report
on such statements become available.
(ii) If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section. The financial information
and operating data to be provided pursuant to this Section may be set forth in full in one or more
documents or may be included by specific reference to any document that is available to the public
on the MSRB's internet website or filed with the SEC. All documents provided to the MSRB
pursuant to this Section shall be accompanied by identifying information as prescribed by the
MSRB.
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Ordinance No. 3211
(b) Material Event Notices. The City shall notify the MSRB in an electronic format as
prescribed by the MSRB, in a timely manner, of any of the following events with respect to the
Bonds, if such event is material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds; and
11. Rating changes.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide financial
information or operating data in accordance with subsection (a) of this Section by the time required
by such subsection.
(c) Limitations, Disclaimers, and Amendments. (i) The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that
the City in any event will give notice of any deposit made in accordance with this Ordinance or
applicable law that causes Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered owners and
beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any
benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update any
information provided in accordance with this Section or otherwise, except as expressly provided
herein. The City does not make any representation or warranty concerning such information or its
usefulness to a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER
PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART
FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON
ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR
SPECIFIC PERFORMANCE.
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Ordinance No. 3211
(iv) No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
(v) Should the Rule be amended to obligate the City to make filings with or provide notices
to entities other than the MSRB, the City hereby agrees to undertake such obligation with respect
to the Bonds in accordance with the Rule as amended. The provisions of this Section may be
amended by the City from time to time to adapt to changed circumstances that arise from a change
in legal requirements, a change in law, or a change in the identity, nature, status, or type of
operations of the City, but only if (1) the provisions of this Section, as so amended, would have
permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in
compliance with the Rule, taking into account any amendments or interpretations of the Rule since
such offering as well as such changed circumstances and (2) either (a) the registered owners of a
majority in aggregate principal amount (or any greater amount required by any other provision of
this Ordinance that authorizes such an amendment) of the outstanding Bonds consent to such
amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond
counsel) determined that such amendment will not materially impair the interest of the registered
owners and beneficial owners of the Bonds. If the City so amends the provisions of this Section,
it shall include with any amended financial information or operating data next provided in
accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for
the amendment and of the impact of any change in the type of financial information or operating
data so provided. The City may also amend or repeal the provisions of this continuing disclosure
agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final
jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent
that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or
selling Bonds in the primary offering of the Bonds.
Section 15. REFUNDING. That the City hereby finds that the issuance of the Bonds for the
purpose of refunding the Refunded Obligations to realize a net present value savings is a public
purpose. As a condition to the issuance of the Bonds, the refunding of the aggregate principal
amount of the Refunded Obligations must produce (i) a net present value savings, calculated in
accordance with GASB Statement No. 7, of at least five percent (5%), and (ii) a positive gross
savings. The principal amount of Bonds, if any, issued to refund Refunded Obligations, and the
Refunded Obligations to be refunded, shall be specifically identified in the Purchase Contract. The
Pricing Officer may elect not to refund any or all of the obligations listed in Schedule I, but in no
event shall the Bonds be issued for the purpose of refunding Refunded Obligations if the refunding
of the aggregate principal amount of the obligations selected for refunding does not result in the
realization of the minimum savings threshold established in this Section. Should Bonds be sold for
the purpose of refunding the Refunded Obligations, on or before the date of delivery of the Bonds
the Pricing Officer of the City shall execute and deliver to the City Council a certificate stating that
the savings thresholds herein established have been realized. This certificate shall specifically state
both the net present value savings and the gross savings realized by the City as a result of refunding
the Refunded Obligations. The determination of the Pricing Officer relating to the issuance and sale
of Bonds to refund Refunded Obligations in such principal amount as provided in the Purchase
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Contract shall have the same force and effect as if such determination were made by the City
Council.
Section 16. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following
occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights
of the registered owners of the Bonds, including, but not limited to, their prospect or ability
to be repaid in accordance with this Ordinance, and the continuation thereof for a period of
60 days after notice of such default is given by any registered owner to the City.
(b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in
every case, any registered owner or an authorized representative thereof, including, but not limited
to, a trustee or trustees therefor, may proceed against the City, or any official, officer or employee
of the City in their official capacity, for the purpose of protecting and enforcing the rights of the
registered owners under this Ordinance, by mandamus or other suit, action or special proceeding in
equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including
the specific performance of any covenant or agreement contained herein, or thereby to enjoin any
act or thing that may be unlawful or in violation of any right of the registered owners hereunder or
any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all registered owners of Bonds then outstanding.
(c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be
exclusive of any other available remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or
now or hereafter existing at law or in equity; provided, however, that notwithstanding any other
provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be
available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
registered owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or members of the
City or the City Council.
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Ordinance No. 3211
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the registered owners with
any liability, or be held personally liable to the registered owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of Default
under this Ordinance.
Section 17. APPROVAL AND REGISTRATION OF BONDS. That the City Manager
of the City is hereby authorized to have control of the Bonds and all necessary records and
proceedings pertaining to the Bonds pending their delivery and their investigation, examination and
approval by the Attorney General of the State of Texas, and their registration by the Comptroller of
Public Accounts of the State of Texas. Upon registration of the Bonds, the Comptroller of Public
Accounts (or a deputy designated in writing to act therefor) shall manually sign the Comptroller's
Registration Certificate set forth in the FORM OF BOND. The Bonds thus registered shall remain
in the custody of the City Manager (or the designee thereof) until delivered to the Underwriters.
Section 18. FURTHER PROCEDURES. That the City Manager, the Chief Financial
Officer of the City, any Assistant City Manager, and all other officers, employees, and agents of the
City, and each of them, shall be and they are hereby expressly authorized, empowered, and directed
from time to time and at any time to do and perform all such acts and things and to execute,
acknowledge, and deliver in the name and under the corporate seal and on behalf of the City all such
instruments, whether herein mentioned, as may be necessary or desirable in order to carry out the
terms and provisions of this Ordinance, and the sale and delivery of the Bonds and fixing all details
in connection therewith. In addition, the City Council hereby determines that the Refunded
Obligations so identified in the Purchase Contract shall be called for redemption on the redemption
date or dates set forth in Schedule I, at the applicable redemption price to the date fixed for
redemption as provided in Schedule I. The City Manager or the designee thereof shall take such
actions as are necessary to cause the required notice of redemption to be given in accordance with
the terms of each ordinance for the Refunded Obligations called for redemption. Should a municipal
bond insurance policy be obtained insuring the payment of debt service on all or any portion of the
Bonds, it is hereby authorized that a statement of insurance provided by the bond insurer may be
printed on the Bonds so insured. The City Council hereby authorizes the payment of the fee of the
Office of the Attorney General of the State of Texas for the examination of the proceedings relating
to the issuance of the Bonds, in the amount determined in accordance with the provisions of Section
1202.004, Texas Government Code.
Section 19. USE OF PROCEEDS. That the proceeds representing accrued interest on the
Bonds shall be deposited to the credit of the Interest and Sinking Fund. Proceeds representing
premium, if any, paid by the Underwriters in connection with the sale of the Bonds may be used for
any purpose authorized by Section 1201.042(d), Texas Government Code, including specifically,
but not by way of limitation, in connection with the refunding of Refunded Obligations. The City
shall cause to be deposited with the Escrow Agent, from the proceeds from the sale of the Bonds and
other available moneys of the City, an amount sufficient to provide for the refunding of the
Refunded Obligations in accordance with Chapter 1207 and the terms of the Escrow Agreement.
-21-
Ordinance No. 3211
Section 20. ESCROW AGREEMENT. That the City Manager or the Chief Financial
Officer of the City, and the City Secretary are hereby authorized, for and on behalf of the City, to
execute, attest and deliver the Escrow Agreement to accomplish the establishing of firm banking
arrangements in connection with the refunding of the Refunded Obligations, in substantially the
form and substance attached to this Ordinance, with such changes as the Pricing Officer deems
necessary to effect the sale of the Bonds.
Section 21. PREAMBLE. That the preamble to this Ordinance is incorporated by reference
and made a part hereof for all purposes.
Section 22. RULES OF CONSTRUCTION. For all purposes of this Ordinance, unless
the context requires otherwise, all references to designated Sections and other subdivisions are to
the Sections and other subdivisions of this Ordinance. The words "herein", "hereof' and
"hereunder" and other words of similar import refer to this Ordinance as a whole and not to any
particular Section or other subdivision. Except where the context otherwise requires, terms defined
in this Ordinance to impart the singular number shall be considered to include the plural number and
vice versa. References to any named person means that party and its successors and assigns.
References to any constitutional, statutory or regulatory provision means such provision as it exists
on the date this Ordinance is adopted by the City and any future amendments thereto or successor
provisions thereof. Any reference to "FORM OF BOND" shall refer to the form of the Bonds set
forth in Exhibit A to this Ordinance.
Section 23. IMMEDIATE EFFECT. That this Ordinance shall be effective immediately
from and after its passage in accordance with the provisions of Section 1201.028, Texas Government
Code.
Ordinance No. 3211
Section 23. IMMEDIATE EFFECT. That this Ordinance shall be effective immediately
from and after its passage in accordance with the provisions of Section 1201.028, Texas Government
Code.
PASSED AND APPROVED ON 0c -Ober Ct , 2009
uovIta
City Secretary, City of College Station, Texas Mayor, City of College Station, Texas
(CITY" SEAL)
APPROVED:
McCall, Parkhurst & Horton L.L.P., Dallas, Texas
Bond Counsel
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Ordinance No. 3211
SCHEDULE I
SCHEDULE OF REFUNDED OBLIGATIONS
General Obligation Improvement Bonds, Series 1998
Maturity Date Interest Par Call
February 15 Rate Amount Date*
2010 4.750% $360,000 12/29/2009
2011 4.850% 380,000 12/29/2009
$740,000
General Obligation Improvement Bonds, Series 1999
Maturity Date Interest Par Call
February 15 Rate Amount Date*
2011 4.300% $385,000 12/29/2009
2012 4.400% 400,000 12/29/2009
2013 4.500% 420,000 12/29/2009
2014 4.600% 440,000 12/29/2009
2015 4.650% 460,000 12/29/2009
2016 4.700% 485,000 12/29/2009
2017 4.750% 510,000 12/29/2009
$3,100,000
General Obligation Improvement Bonds, Series 2000
Maturity Date Interest Par Call
February 15 Rate Amount Date*
2010 5.150% $420,000 2/15/2010
2011 5.200% 445,000 2/15/2010
$865,000
Certificates of Obligation, Series 2000A
Ordinance No. 3211
Maturity Date Interest Par Call
February 15 Rate Amount Date*
2011 4.900% $325,000 2/15/2010
2012 5.000% 340,000 2/15/2010
2013 5.100% 360,000 2/15/2010
2014 5.200% 380,000 2/15/2010
2015 5.250% 405,000 2/15/2010
2016 5.300% 425,000 2/15/2010
2017 5.400% 455,000 2/15/2010
2018 5.500% 480,000 2/15/2010
2019 5.500% 510,000 2/15/2010
2020 5.500% 540,000 2/15/2010
$4,220,000
* Preliminary; subject to change. The specific call date for each series of Refunded Obligations
shall be as set forth in the Purchase Contract.
Ordinance No. 3211
Exhibit A
FORM OF BOND:
NO. R- $
UNITED STATES OF AMERICA
STATE OF TEXAS
BRAZOS COUNTY
CITY OF COLLEGE STATION, TEXAS
GENERAL OBLIGATION REFUNDING BOND, SERIES 2009
INTEREST RATE ORIGINAL ISSUE DATE MATURITY DATE CUSIP NO.
, 2009
ON THE MATURITY DATE SPECIFIED ABOVE, THE CITY OF COLLEGE STATION,
in Brazos County, Texas (the "City"), hereby promises to pay to
, or the registered assignee hereof (either being hereinafter
called the "registered owner") the principal amount of
and to pay interest thereon, from the original issue date of this Bond specified above, to the date of
its scheduled maturity or the date of its redemption prior to scheduled maturity, at the rate of interest
per annum specified above, with said interest being payable on February 15, 20 , and
semiannually on each August 15 and February 15 thereafter, except that if the Paying
Agent/Registrar's Authentication Certificate appearing on the face of this Bond is dated later than
February 15, 20 , such interest is payable semiannually on each August 15 and February 15
following such date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity, or
upon the date fixed for its redemption prior to maturity, at the designated corporate trust office in
Dallas, Texas (the "Designated Trust Office"), of The Bank of New York Mellon Trust Company,
National Association, which is the "Paying Agent/Registrar" for this Bond. The payment of interest
on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof as shown
by the "Registration Books" kept by the Paying Agent/Registrar at the close of business on the
Record Date (hereinafter defined) by check drawn by the Paying Agent/Registrar on, and payable
solely from, funds of the City required to be on deposit with the Paying Agent/Registrar for such
purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by
United States mail, first-class, postage prepaid, on each such interest payment date, to the registered
owner hereof at its address as it appears on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described, or by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. The record date
Ordinance No. 3211
("Record Date") for the interest payable on any interest payment date means the last business day
of the preceding month. In the event of a non-payment of interest on a scheduled payment date, and
for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will
be established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled payment
date of the past due interest (the "Special Payment Date", which shall be 15 days after the Special
Record Date) shall be sent at least five business days prior to the Special Record Date by United
States mail, first-class, postage prepaid, to the address of each registered owner of a Bond appearing
on the books of the Paying Agent/Registrar at the close of business on the last business day next
preceding the date of mailing of such notice. The City covenants with the registered owner of this
Bond that no later than each principal payment date and interest payment date for this Bond it will
make available to the Paying Agent/Registrar the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Bonds, when due, in the manner
set forth in the ordinance authorizing the issuance of the bonds (the "Ordinance").
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions are authorized by law or
executive order to close in the city where the Designated Trust Office of the Paying Agent/Registrar
is located, then the date for such payment shall be the next succeeding day which is not such a
Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and
payment on such date shall have the same force and effect as if made on the original date payment
was due. Notwithstanding the foregoing, during any period in which ownership of the bonds of this
Series is determined only by a book entry at a securities depository therefor, any payment to the
securities depository, or its nominee or registered assigns, shall be made in accordance with existing
arrangements between the City and the securities depository.
THIS BOND is one of a Series of bonds of like tenor and effect except as to denomination,
number, maturity, interest rate and right of prior redemption, dated , 2009, issued in the
aggregate principal amount of $ for the purpose of refunding the "Refunded
Obligations" as defined in the Ordinance. All Bonds of this Series are issuable solely as fully
registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000
(an "Authorized Denomination").
THE BONDS of this Series scheduled to mature on and after 15, 20 may be
redeemed prior to their scheduled maturities, in whole or in part, in principal amounts of $5,000 or
any integral multiple thereof, at the option of the City, on 15, 20 , or on any date
thereafter, at the redemption price of par plus accrued interest to the date fixed for redemption. If
less than all of the Bonds are to be redeemed by the City, the City shall determine the maturity or
maturities and the principal amounts thereof to be redeemed and shall direct the Paying
Agent/Registrar to call by lot Bonds, or portions thereof, within such maturity or maturities and in
such principal amounts, for redemption; provided, that during any period in which ownership of the
Bonds is determined only by a book entry at a securities depository for the Bonds, if fewer than all
of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the
particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with
the arrangements between the City and the securities depository.
[THE BONDS scheduled to mature on February 15 in the years (the "Term
Bonds") are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or
Ordinance No. 3211
by any other customary method that results in a random selection, at a price equal to the principal
amount thereof, plus accrued interest to the redemption date, out of moneys available for such
purpose in the interest and sinking fund for the Bonds, on the dates and in the respective principal
amounts, set forth in the following schedule:
Year Principal Amount
* Final Maturity
The principal amount of Term Bonds of a stated maturity required to be redeemed on any mandatory
redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall
be reduced, at the option of the City, by the principal amount of any Term Bonds of the same
maturity which, at least 50 days prior to a mandatory redemption date (1) shall have been acquired
by the City at a price not exceeding the principal amount of such Term Bonds plus accrued interest
to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2)
shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City at
a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of
purchase, or (3) shall have been redeemed pursuant to the optional redemption provisions and not
theretofore credited against a mandatory redemption requirement.]*
AT LEAST 30 days prior to the date fixed for any such redemption, (i) a written notice of
such redemption shall be given by the Paying Agent/Registrar to the registered owner of each Bond
or a portion thereof being called for redemption by depositing such notice in the United States mail,
first-class, postage prepaid, addressed to each such registered owner at his address shown on the
Registration Books of the Paying Agent/Registrar and (ii) a notice of such redemption shall be
published one time in a financial journal or publication of general circulation in the United States
of America or the State of Texas carrying as a regular feature notices of municipal bonds called for
redemption; provided, however, that the failure to send, mail or receive such notice described in (i)
above, or any defect therein or in the sending or mailing thereof, shall not affect the validity or
effectiveness of the proceedings for the redemption of any Bond, and the publication of notice as
described in (ii) above shall be the only notice actually required in connection with or as a prerequi-
site to the redemption of any Bonds. By the date fixed for any such redemption due provision shall
be made by the City with the Paying Agent/Registrar for the payment of the required redemption
price for this Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon
to the date fixed for redemption. If such notice of redemption is given, and if due provision for such
payment is made, all as provided above, this Bond, or the portion hereof which is to be so redeemed,
thereby automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest
after the date fixed for its redemption, and shall not be regarded as being outstanding except for the
right of the registered owner to receive the redemption price plus accrued interest to the date fixed
for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The
Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of
this Bond or any portion hereof. If a portion of this Bond shall be redeemed a substitute Bond or
Bonds having the same maturity date, bearing interest at the same rate, in any Authorized Denomi-
nation, at the written request of the registered owner, and in aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender hereof for
cancellation, at the expense of the City, all as provided in the Ordinance.
Ordinance No. 3211
AS PROVIDED IN THE ORDINANCE, this Bond, or any unredeemed portion hereof, may,
at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred,
and exchanged for a like aggregate principal amount of fully registered bonds, without interest
coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be,
having the same maturity date, and bearing interest at the same rate, in any Authorized
Denomination as requested in writing by the appropriate registered owner, assignee, or assignees,
as the case may be, upon surrender of this Bond to the Paying Agent/Registrar at its Designated
Trust Office for cancellation, all in accordance with the form and procedures set forth in the
Ordinance. Among other requirements for such assignment and transfer, this Bond must be
presented and surrendered to the Paying Agent/Registrar, together with proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Bond or any portion or portions hereof in any Authorized
Denomination to the assignee or assignees in whose name or names this Bond or any such portion
or portions hereof is or are to be transferred and registered. The form of Assignment printed or
endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof,
but such method is not exclusive, and other instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions
hereof from time to time by the registered owner. The City shall pay the Paying Agent/Registrar's
reasonable standard or customary fees and charges for transferring, converting and exchanging any
Bond or portion thereof; provided, however, that any taxes or governmental charges required to be
paid with respect thereto shall be paid by the one requesting such transfer, conversion and exchange.
In any circumstance, neither the City nor the Paying Agent/Registrar shall be required (1) to make
any transfer or exchange during a period beginning at the opening of business 15 days before the
day of the first mailing of a notice of redemption of bonds and ending at the close of business on the
day of such mailing, or (2) to transfer or exchange any Bonds so selected for redemption when such
redemption is scheduled to occur within 30 calendar days; provided, however, such limitation shall
not be applicable to an exchange by the registered owner of the uncalled principal balance of a
Bond.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requirements of
the securities depository as to registering or transferring the book entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns,
or otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and promptly will cause written notice
thereof to be mailed to the registered owners of the Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms
and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in
the official minutes and records of the City, and agrees that the terms and provisions of this Bond
and the Ordinance constitute a contract between each registered owner hereof and the City.
IT IS HEREBY CERTIFIED AND RECITED 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 be
Ordinance No. 3211
done precedent to and in the issuance of this series of bonds, and of this Bond, have been properly
done and performed and have happened in regular and due time, form and manner as required by
law; that sufficient and proper provision for the levy and collection of ad valorem taxes has been
made, which, when collected, shall be appropriated exclusively to the payment of this Bond and the
series of which it is a part; and that the total indebtedness of the City of College Station, Texas,
including the entire series of bonds of which this is one, does not exceed any constitutional or
statutory limitation.
IN WITNESS WHEREOF, the City has caused this Bond to be signed by the manual or
facsimile signature of the Mayor of the City and countersigned by the manual or facsimile signature
of the City Secretary of the City, has caused the official seal of the City to be duly impressed, or
placed in facsimile, on this Bond.
XXXXX XXXXX
City Secretary, City of College Station, Texas Mayor, City of College Station, Texas
(SEAL)
Ordinance No. 3211
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the proceedings
adopted by the Issuer as described in the text of this Bond; and that this Bond has been issued in
conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of
an issue which originally was approved by the Attorney General of the State of Texas and registered
by the Comptroller of Public Accounts of the State of Texas.
Dated: The Bank ofNew York Mellon Trust Company, N.A.,
Paying Agent/Registrar
By
Authorized Representative
(FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO
THE BONDS UPON INITIAL DELIVERY THEREOF ONLY)
OFFICE OF COMPTROLLER
STATE OF TEXAS
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
WITNESS MY HAND and seal of office at Austin, Texas this
Comptroller of Public Accounts of
(SEAL) the State of Texas
FORM OF ASSIGNMENT
Ordinance No. 3211
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto:
Please insert Social Security or Taxpayer Identification Number of Transferee
Please print or type name and address, including zip code of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints:
, attorney, to register the transfer of the within Bond
on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by
an eligible guarantor institution participating in
a securities transfer association recognized
signature guarantee program.
NOTICE: The signature above must correspond
with the name of the registered owner as it
appears upon the front of this Bond in every
particular, without alteration or enlargement or
any change whatsoever.
The printer of the Bonds is hereby authorized to print on the Bonds (i) the form of bond counsel's
opinion relating to the Bonds, and (ii) an appropriate statement of insurance furnished by a
municipal bond insurance company providing municipal bond insurance, if any, covering all or any
part of the Bonds.
*Inserted and completed if term bonds are sold, as provided in the Purchase Contract.
EXHIBIT B
Ordinance No. 3211
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 14of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually
in accordance with such Section are as specified below (and included in the Appendix or under the
headings of the Official Statement referred to):
1. The "Audit Report" for the most recently concluded fiscal year.
2. The information included in the Official Statement under the following captions, but for
the most recently concluded fiscal year: Tables 1 through 6, 8 through 14 and Appendix B.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph 1 described above, as such principles
may be changed from time to time to comply with state law or regulation.