HomeMy WebLinkAboutO-1985-1469
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ORDINANCE NO. 1~'1
AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF
$6,000,000 WATERWORKS AND SEWER SYSTEM REVENUE BONDS,
SERIES 1985; PROVIDING THE DETAILS RELATING THERETO;
AUTHORIZING AN AGREEMENT WITH THE PAYING AGENT/REGIS-
TRAR; AND DECLARING THAT THIS ORDINANCE SHALL BE EFFEC-
TIVE IMMEDIATELY UPON ITS ADOPTION
WHEREAS, the City of La Porte, Texas (the "City"),
has heretofore authorized and delivered its Waterworks and
Sewer System Revenue Bonds, Series 1965, dated March 15,
1965, in the original aggregate principal amount of
$300,000, and the complete defeasance of all such bonds
which remained outstanding was duly accomplished on or about
August 16, 1985, with the result that, as a matter of law,
the City does not now have outstanding any bonds or other
evidences of indebtedness which are secured by such System
or revenues derived from the operation thereof; and
WHEREAS, at an election duly called and held in
the City on June 15, 1985, more than a majority of the duly
qualified resident electors of the City who participated in
the election voted in favor of, among other things, the
issuance of revenue bonds in the aggregate principal amount
of $8,550,000 for the purpose of extending and improving the
City's existing sanitary sewer system1 and
WHEREAS, all of said bonds are to be secured by a
pledge of the Net Revenues from the operation of the City's
combined waterworks and sanitary sewer system and are to be
on a parity with each other (and any Additional Bonds here-
after authorized, issued and delivered) 1 and
WHEREAS, the City Council of the City deems it
necessary and desirable to proceed with the issuance of a
first installment of such voted bonds in the aggregate prin-
cipal amount of $6,000,000, leaving $2,550,000 of said bonds
to be issued in one or more installments at a later date or
dates1 therefore,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE:
Section 1: That the bonds of the City of
La Porte, Texas, to be designated as "CITY OF LA PORTE,
TEXAS, WATERWORKS AND SEWER SYSTEM REVENUE BONDS, SERIES
1985" (the "Bonds"), are h_ereby authorized to be issued and
delivered in accordance with the Constitution and laws of
the State of Texas, including Articles 1111 to 1118, both
inclusive, Vernon's Texas Civil Statutes, as amended, and as
authorized at a bond election held in the City on June 15,
1985, in the aggregate principal amount of $6,000,000 for
the purpose of extending and improving the City's sanitary
sewer system, all of the Bonds being secured, as hereinafter
provided, by a pledge of the Net Revenues from the operation
of the City's combined Waterworks and Sewer System.
Section 2: That the Bonds shall be issued and de-
livered in fully registered form without coupons, shall be
dated as,of September 15, 1985 (the "Initial Date") and
shall be in denominations of $5,000 or any integral multiple
thereof up to the aggregate principal amount scheduled for
maturity during the year involved. Initially, there shall
be twenty (20) Bonds (the "Initial Bonds") numbered consecu-
tively from R-l through R-20 in order of their maturity,
.
.
each in the principal amount set opposite the year of matu-
rity in the schedule set forth in Section 3. Bonds regis-
tered and delivered in exchange for any of the Initial Bonds
surrendered for transfer or exchange shall be numbered from
R-21 upward in the order that they are authenticated and de-
livered by the Paying Agent/Registrar hereinafter designat-
ed.
Section 3: That the Bonds shall bear interest
(computed on the basis of a 360-day year of twelve 30-day
months) from the later of the Initial Date or the most re-
cent date to which interest has been paid or duly provided
for, payable March 15, 1986, and each September 15 and
March 15 thereafter until the principal sum is paid in full.
Payment of interest shall be made to the registered owner of
each Bond as shown on the Bond Register provided for in
Section 6 hereof as of the last business day of the calendar
month next preceding the interest payment date by check or
draft mailed by the Paying AgentlRegistrar to the address of
each such owner as it appears on such Bond Register on the
date aforesaid. The Bonds shall mature and become payable,
subject to prior redemption in accordance with the pro-
visions of Section 5 hereof, on March 15 in each of the
years and in the principal amount set forth in the schedule
below, and shall bear interest at the respective rates per
annum set forth opposite the year of maturity in said sched-
ule, to-wit:
Year of
Maturity
Principal
Amount
Interest
Rate
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
$300,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
300,000
II 00 %
{(./M %
II IJn %
It. 00 %
f( . 00 %
(1.80 %
~%
.J.IL..ftL %
,.Oll %
If.OIJ %
f./IJ %
1."WJ %
~%
~'%
1.fiJ %
~.lIo %
,....(%
Q.'11 %
Cf .0tJ %
'1.00 %
(?trrJ
Section 4: That the principal of the Bonds shall
be payable, without exchange or collection charges, in any
coin or currency of the United States of America which, on
the date of payment thereof, is legal tender for the payment
of debts due the United States of America, upon their
presentation and surrender as they become due or at their
earlier redemption date, if any, at the principal office of
the Paying Agent/Registrar.
Section 5: That the City reserves the right to
redeem "in whole or from time to time in part, all of the
Bonds maturing in the years 1996 through 2005 on March 15,
1995, or any interest payment date thereafter, by paying the
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principal thereof and accrued interest thereon. The City
shall, at least forty-five (45) days prior to the date fixed
for redemption (unless a shorter notice shall be satisfac-
tory to the Paying Agent/Registrar), notify the Paying
AgentlRegistrar of such date, the principal amount of Bonds
of each maturity to be redeemed and, if less than all of the
Bonds within any maturity are to be redeemed, the particular
Bonds within each such maturity to be redeemed. The
registered owner of any Bond, all or a portion of which has
been called for redemption, shall be required to present
such Bond to the Paying Agent1Registrar for payment of the
principal of and accrued interest on that portion of the
Bond called for redemption1 provided, however, upon the
surrender of any such Bond, the City shall execute and the
Paying AgentlRegistrar shall authenticate and deliver to the
registered owner thereof a new Bond or Bonds of the same
maturity in an aggregate principal amount equal to the
unredeemed portion of the Bond surrendered. Notice of
redemption shall be given by mailing a copy thereof by
registered or certified mail at least thirty (30) days prior
to the date fixed for redemption to the registered owner of
each Bond to be redeemed in whole or in part at the address
of such owner on the registration books1 provided, however,
that failure to give such notice, or any defect therein,
shall not affect the validity of the proceedings for the
redemption of any Bond or portion thereof with respect to
which no such failure or defect has occurred. Any notice
mailed as provided in this Section 5 shall be conclusively
presumed to have been duly given, whether or not the regis-
tered owner receives the notice. Prior to the date fixed
for redemption, the City shall deposit, or cause to be
deposited, with the Paying AgentlRegistrar funds ~ufficient
to pay in full the principal of all Bonds or portions
thereof called for redemption, together with accrued inter-
est thereon to the redemption date. Any Bond or Bonds duly
called for redemption, due provision for the full payment of
which has been timely made, shall cease to bear interest
from and after the date fixed for redemption.
Section 6: That the City shall cause to be kept
at the principal office of the Paying Agent/Registrar a
register (the "Bond Register") in which, subject to such
reasonable regulations as the City and the Paying Agent/
Registrar may prescribe, registration of the Bonds and
transfers of the Bonds shall be made as provided herein.
Upon surrender for transfer of any Bond at the principal
office of the Paying Agent/Registrar, the City shall execute
and the Paying Agent/Registrar shall authenticate and
deliver, in the name of the designated transferee or trans-
ferees, one or more new Bonds of the same maturity, of,any
authorized denominations, bearing the same rate of interest
and of a like aggregate principal amount. At the option of
the registered owner of any Bond, it may be exchanged for
other Bonds of the same maturity, of any authorized denomi-
nations, bearing the same rate of interest, and of like
aggregate principal amount, upon surrender of the Bond to be
exchanged at the principal office of the Paying Agent/Regis-
trar. Whenever any Bond is so surrendered for exchange, the
City shall execute, and the Paying Agent/Registrar shall
authenticate and deliver, the Bonds which the registered
owner of the Bond making the exchange is entitled to re-
ceive. All Bonds issued upon any transfer or exchange of
any Bond shall be the valid obligations of the City, evi-
dencing the same debt, and entitled to the same benefits
under this Ordinance, as the Bond surrendered upon such
transfer or exchange. Every Bond presented or surrendered
for transfer or exchange shall be duly endorsed, or be
002RDRAW/193BOl
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accompanied by a written instrument of transfer in form
satisfactory to the Paying AgentlRegistrar duly executed, by
the registered owner thereof or his attorney duly authorized
in writing. No service charge shall be made to the regis-
tered 9wner for any registration, transfer or exchange of
Bonds, but the City or the Paying Agent/Registrar may
require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection
with any transfer or exchange of Bonds. Neither the City
nor the Paying AgentlRegistrar shall be required to transfer
or exchange any Bond during the period of fifteen (15) days
next preceding any interest payment date or to transfer or
exchange any Bond during the thirty (30) day period prior to
the date fixed for the redemption of such Bond.
Section 7: That the City, the Paying Agent/Regis-
trar and any other person may treat the individual, firm or
corporation in whose name any Bond is registered on the Bond
Register as the absolute owner of such Bond for the purpose
of making and receiving payment of the principal thereof and
interest thereon and for all other purposes, whether or not
such Bond is overdue, and neither the City nor the Paying
Agent/Registrar shall be bound by any notice or knowledge to
the contrary. All payments made to any such person, firm or
corporation deemed to be the owner of any Bond in accordance
with this Section 7 shall be valid and effectual and shall
discharge the liability of the City and the Paying Agent/
Registrar to the extent of the sums paid.
Section 8: That the Bonds shall be executed on
behalf of the City by the Mayor under its seal attested by
the City Secretary. Each such signature may be manually
executed or placed in facsimile on the Bonds, and the City's
seal may be manually impressed, printed or otherwise placed
on the Bonds. Bonds receiving the manual or facsimile
signatures of individuals who were at the time the duly
elected or appointed officers of the City shall be binding
upon the City notwithstanding such individuals or either of
them shall cease to hold such offices prior to the certi-
fication, registration, authentication or delivery of such
Bonds or shall not have held such office on the date of such
Bonds, all as provided in the Texas Bond Procedures Act of
1981, as amended. The Initial Bonds, each payable to the
Purchaser named in Section 25 hereof, shall be executed and
submitted to the Attorney General of Texas for approval, and
thereupon certified by the Comptroller of Public Accounts of
the State of Texas by his manual signature or by the manual
signature of one of his deputies thereunto duly authorized.
No Bond authorized by this Ordinance shall be entitled to
any right or benefit hereunder, or be valid or obligatory
for any purpose unless the Comptroller of Public Accounts of
the State of Texas or his duly authorized deputy shall have
executed a Registration Certificate substantially in the
form of the Registration Certificate of Comptroller of
Public Accounts set forth in Section 9 hereof or the Paying
Agent/Registrar shall have executed a Certificate of Auth-
entication substantially in the form of the Certificate of
Authentication of Paying Agent/Registrar set forth in
Section 9 hereof, and either such executed certificate upon
any Bond shall be conclusive evidence that such Bond has
been executed and delivered pursuant to this Ordinance.
Section 9: That the form of the Bonds, including
the form of Registration Certificate of the Comptroller of
Public Accounts of the State of Texas to be typed or printed
on each of the Initial Bonds only, and the form of Certifi-
cate of Authentication of the Paying Agent/Registrar to be
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typed or printed on all of the Bonds other than the Initial
Bonds shall be~ respectively, substantially as follows:
(Form of Bond)
Registered
No.
Registered
$
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF HARRIS
CITY OF LA PORTE, TEXAS
WATERWORKS AND SEWER SYSTEM REVENUE
SERIES 1985
BOND
Interest Rate
Due
Initial Date
CUSIP No.
February 1,
September 15, 1985
The City of La Porte, Texas (the "City"), for
value received, hereby promises to pay to
or registered assigns, on the due date shown above, the sum
of DOLLARS,
and to pay interest thereon until paid, at the rate speci-
fied above, from the later of the Initial Date shown hereon
or the most recent date to which interest has been paid or
duly provided for, beginning March 15, 1986, and semiannual-
ly thereafter on September 15 and March 15 of each year
until the principal sum shall have been paid in full, such
interest to be computed on the basis of a 360-day year of
twelve 30-day months. The principal of this Bond is payable
in lawful money of the United States of America, without
exchange or collection charges, at the principal corporate
trust office of the Paying Agent/Registrar executing the
Certificate of Authentication appearing hereon, upon presen-
tation and surrender of this Bond. The interest on this
Bond payable on any interest payment date will be paid to
the person, firm or corporation in whose name this Bond is
registered at the close of business on the last business day
of the calendar month next preceding such interest payment
date, by check or draft dated as of the interest payment
date and mailed to such registered owner.
* * * * * * * * * *
(Additional Provisions of the Bonds)
(To be printed or typed on the face of the
Initial Bonds and printed on the back
of all other Bonds)
THIS BOND is one of the series specified in its
title issued in the aggregate principal amount of $6,000,000
(the "Bonds") pursuant to an ordinance (the "Bond Ordi-
nancell) duly adopted by the City Council of the City for the
purpose of extending and improving the City's sanitary sewer
system (leaving $2,250,000. of bonds authorized for such
purpose at the election held in the City on June 15, 1985,
to be issued in one or more installments at a later date or
dates), under and in strict conformitv with the Constitution
and laws of the State of Texas, including without limitation
002RDRAW/193B01
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Articles 1111 to 1118, both inclusive, Vernon's Texas Civil
Statutes, as amended and by authority of a bond election
held within the City on June 15, 1985.
This Bond shall not be deemed to constitute a debt
of the City or a pledge of its faith and credit, but shall
be payable as to principal and interest, together with the
other Bonds of this series of Bonds, solely from the reve-
nues derived from the operation of the City's combined
Waterworks and Sewer System, including all present and
future extensions, additions, replacements and improvements
thereto after deduction therefrom of the necessary and
reasonable expense of operation and maintenance of such
System. The holder hereof shall never have the right to
demand payment of this obligation out of any funds raised or
to be raised by taxation.
The City has reserved the right to redeem, in
whole or from time to time in part, all of the Bonds matur-
ing in the years 1996 through 2005 on March 15, 1995, or any
interest payment date thereafter, by paying the principal
thereof and accrued interest thereon. If less than all of
the Bonds are to be redeemed, the City shall designate the
principal amount of Bonds of each maturity to be redeemed
and the particular bonds within each such maturity in
integral multiples of $5,000. At least thirty (30) days'
prior notice of any such redemption shall be given by mail
as provided in the Bond Ordinance. Any Bond or Bonds duly
called for redemption, due provision for the full payment of
which has been timely made, shall cease to bear interest
from and after the date fixed for redemption.
As provided in the Bond Ordinance and subject to
certain limitations therein set forth, this Bond is trans-
ferable on the Bond Register of the City, upon surrender of
this Bond for transfer at the principal office of the Paying
Agent/Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the
Paying Agent/Registrar duly executed by, the registered
owner hereof or his attorney duly authorized in writing, and
thereupon one or more new fully registered Bonds of the same
maturity, of authorized denominations, bearing the same rate
of interest, and for the same aggregate principal amount
will be issued to the designated transferee or transferees.
Similarly, this Bond may be exchanged for a like aggregate
principal amount of fully registered Bonds of other
authorized denominations of the same maturity and bearing
the same rate of interest.
Neither the City nor the Paying Agent/Registrar
shall be required (1) to transfer or exchange this Bond
during the period of fifteen (15) calendar days next preced-
ing any interest payment date or (2) to transfer or exchange
this Bond during the thirty (30) day period prior to the
date fixed for the redemption of this Bond.
The City, the Paying AgentlRegistrar and any agent
of either of them may treat the person, firm or corporation
in whose name this Bond is registered as the owner hereof
for the purpose of receiving payment as herein provided and
for all other purposes, whether or not this Bond be overdue,
and neither the City, the Paying Agent/Registrar nor any
such agent shall be affected by notice or knowledge to the
contrary.
The City has reserved the right, subject to the
restrictions stated in the Bond Ordinance, to issue
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additional revenue bonds which may be secured by and made
payable from the same revenues as, and be on a parity and of
equal dignity in all respects with, the Bonds.
IT IS HEREBY CERTIFIED, RECITED AND REPRESENTED
that the issuance of this Bond, and the series of which it
is a part, is duly authorized by law; that all acts, con-
ditions and things required to exist and be done precedent
to and in the issuance of the Bonds to render the same
lawful and valid have been properly done and performed and
have happened in regular and due time, form and manner, as
required by law; and that the interest on and principal of
this Bond and the Bonds are on a parity with each other and
of equal dignity in all respects, are payable solely from
and secured by a first lien on and pledge of the revenues of
the combined Waterworks and Sewer System of the City, after
deduction of necessary and reasonable operating and mainte-
nance expenses. This Bond shall be construed in accordance
with and shall be governed by the laws of the State of
Texas.
* * * * * * * * * *
(Legend to be printed on the face of all
Bonds other than the Initial Bonds)
REFERENCE IS HEREBY MADE TO FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF
FULLY SET FORTH IN THIS PLACE.
* * * * * * * * * *
(Additional paragraph to be typed or
printed on Initial Bonds only)
This Bond shall not be entitled to any right or
benefit under the Bond Ordinance, or be valid or become
obligatory for any purpose, unless the Comptroller of Public
Accounts of the State of Texas or his duly authorized agent
shall have executed the Registration Certificate of Comp-
troller of Public Accounts endorsed hereon.
(Additional paragraph to be printed on the
face of all Bonds other than the Initial Bonds)
This Bond shall not be entitled to any right or
benefit under the Bond Ordinance, or be valid or become
obligatory for any purpose, unless the Paying
Agent/Registrar shall have executed the Certificate of
Authentication endorsed hereon.
* * * * * * * * * *
IN WITNESS WHEREOF, this Bond has been signed by
the manual or facsimile signature of the Mayor of the City
and attested by the manual or facsimile signature of the
City Secretary, and the official seal of the City has been
manually impressed, printed or otherwise placed hereon.
CITY OF LA PORTE, TEXAS
By
Mayor
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Attest:
City Secretary
(City's Seal)
(Form of Registration Certificate of
Comptroller of Public Accounts
to be typed or printed on the Initial Bonds only)
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
5
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REGISTER NO. ............
THE STATE OF TEXAS
I HEREBY CERTIFY that there is on file and of
record in my office a certificate of the Attorney General of
the State of Texas to the effect that this Bond has been
examined by him as required by law; that he finds that it
has been issued in conformity with the Constitution and laws
of the State of Texas; and that it is a valid and binding
special obligation upon the City of La Porte, Texas, payable
solely from the revenues pledged to its payment, and further
that this Bond has this day been registered by me.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
(Form of Certificate of Authentication
of Paying Agent/Registrar
to be printed on all Bonds other than the Initial Bonds)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within
mentioned Bond Ordinance.
FIRST CITY NATIONAL BANK OF
HOUSTON, Houston, Texas, as
Paying AgentlRegistrar
Dated:
By
Authorized Signature
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(Form of Assignment)
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto (Print or typewrite name, address
and zip code of transferee)
(Social Security or other identifying number:
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the
premises.
DATED:
NOTICE: The signature on this
assignment must correspond
with the name of the regis-
tered owner as it appears on
the face of the within Bond
in every particular.
Signature guaranteed by:
Section 10: That the following terms shall have
the respective meanings specified:
(a) The term "Additional Bonds" means the addi-
tional bonds and other evidences of indebtedness which the
City reserves the right to issue under Section 15 hereof.
(b) The term "Bonds" shall mean the $6,000,000 of
Bonds authorized by this Ordinance.
(c) The term "City" refers to the City of
LaPorte, Texas, or where appropriate to the City Council
thereof.
(d) The term "City Council" shall mean the City
Council of the City.
(e) The term "Interest and Sinking Fund" means
the fund provided for in Section 13 of this Ordinance.
(f) The term "Net Revenues" as used in this Ordi-
nance shall mean the gross revenues of the System less the
necessary and reasonable expenses of operation and mainte-
nance, including all salaries, labor, materials, repairs and
extensions necessary to render efficient service1 provided,
however, that only such repairs and extensions, as in the
judgment of the City Council, reasonably and fairly ex-
ercised, are necessary to keep the System in operation and
render adequate service to the City and the inhabitants
thereof, or such as might be necessary to meet some physical
accident or condition which would otherwise impair the Bonds
authorized by this Ordinance and any Additional Bonds per-
mitted to be issued hereunder, shall be deducted in de-
termining "Net Revenues."
(g) The term "Paying Agent/Registrar" shall mean,
initially, First City National Bank of Houston, Houston,
Texas, or any successor appointed hereunder in its capacity
as such.
(h) The term "Reserve Fund" shall mean the fund
provided for in Section 14 hereof.
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(i) The term "System" as used in this Ordinance
shall mean the City's existing Waterworks and Sanitary Sewer
System, together with all present and future extensions, ad-
ditions, replacements and improvements thereto.
(j) The term "System Fund" shall mean the fund
provided for in Section 12(b) hereof.
Section 11: That the Bonds, any Additional Bonds
and the interest on all such Bonds, are and shall be payable
from and secured by an irrevocable first lien on and pledge
of the Net Revenues of the System, and the Net Revenues are
hereby pledged irrevocably for the payment and security of
the Bonds, any Additional Bonds and the interest on all such
Bonds.
Section 12: That the City covenants and agrees
with the owners of the Bonds and Additional Bonds, if and
when issued, that it will
(a) fix and maintain rates and collect charges for
the facilities and services afforded by the System which
will provide revenues sufficient at all times:
(1) To pay all operation, maintenance, de-
preciation, replacement and betterment charges of
the System;
(2) To establish and maintain the Interest
and Sinking Fund1
(3) To generate in each year Net Revenues
equal to one and twenty-five hundredths (1-25/100)
times the maximum annual requirement for the pay-
ment of the principal of and interest on the Bonds
and any Additional Bonds at the time outstanding
and payable from the revenues of the System (al-
though amounts shall be paid into the Interest and
Sinking Fund and Reserve Fund only in accordance
with Sections 13 and 14 hereof) 1 and
(4) To pay all indebtedness outstanding
against the System, other than such Bonds, as and
when the same become due1 and
(b) deposit as collected all revenues derived from
the operation of the System into a fund (the "System Fund")
which shall be kept separate and apart from all other funds
of the City.
Section 13: That the necessary and reasonable
expenses of operation and maintenance of the System shall
first be paid from the System Fund upon approval of the City
Council and, from the Net Revenues available in the System
Fund, the City shall then make substantially equal monthly
payments into a separate fund (the "Interest and Sinking
Fund") during each year in which any of the Bonds and
Additional Bonds, if any, are outstanding, commencing with
the date of delivery of the Bonds (or Additional Bonds, as
the case may be) to the initial purchasers thereof, in an
aggregate amount equal to one hundred percent (100%) of the
amounts required to meet the interest and principal payments
falling due on or before the next maturity date of the Bonds
and Additional Bonds, if any. The City shall, at least five
days prior to March 15, 1986, and each September 15 and
March 15 thereafter, deposit into the Interest and Sinking
Fund any additional Net Revenues available in the System
002RDRAW/193B01
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Fund which may be necessary to pay in full the interest on
and principal, if any, coming due on such September 15 or
March 15. In no event shall any amount in excess of the
amounts stated above be placed in the Interest and Sinking
Fund for the payment of the interest on or principal of the
Bonds and Additional Bonds, if any, and any amount so placed
may be withdrawn by the City and replaced in the System
Fund.
Section 14: That contemporaneously with the sale
and delivery of the Bonds to the initial purchaser thereof,
the City shall withdraw from its other legally available
funds the sum of $442,500 and deposit the same in a separate
reserve fund (the "Reserve Fund") for the payment of the
Bonds and, subject to Section 16 hereof, the Additional
Bonds, if any, and on or before the~5th day of each month
beginning November 15, 1985 and ending October 15, 1987, the
City shall, from the Net Revenues in the System Fund,
deposit in the Reserve Fund an amount (the "Monthly Reserve
Deposit") not less than one twenty-fourth (1/24) of the
difference between the maximum annual requirement for the
payment of the principal of and interest on the Bonds and
the sum of $442,500. Notwithstanding any provision hereof
to the contrary, no deposits shall be made into the Reserve
Fund at a time when there is a deficiency in the amount on
deposit in the Interest and Sinking Fund nor shall any
deposits be made into the Reserve Fund at any time it
contains an amount equal to or greater than the maximum
annual requirement for the payment of the principal of and
interest on the Bonds (and, subject to Section 16 hereof,
the Additional Bonds, if any) thereafter maturing. If and
whenever the balance in the Reserve Fund is reduced below
such requirement, or if the City should fail timely to make
any Monthly Reserve Deposit in full, then and in either such
event, the City shall, from the first available and unal-
located Net Revenues of the following month or months, cause
amounts equal in the aggregate to any such deficiency to be
set apart and transferred into the Reserve Fund and such
transfers shall be in addition to the amounts otherwise
required to be deposited into such Fund during such month or
months. The Reserve Fund shall be used to pay the principal
of and interest on the Bonds (and, subject to Section 16
hereqf, the Additional Bonds, if any) at any time when there
is not sufficient money available in the Interest and
Sinking Fund for such purpose. Surplus funds in the Reserve
Fund resulting from any reduction of the maximum annual
requirement for the payment of principal of and interest on
the Bonds or otherwise shall be promptly transferred from
the Reserve Fund into the Interest and Sinking Fund, and
payments into the Interest and Sinking Fund pursuant to
Section 12 hereof shall be reduced accordingly. Any funds
remaining in the System Fund, after provision for the
necessary and reasonable cost of operating and maintaining
the System, and after paying the aforesaid amounts required
to be paid into the Interest and Sinking Fund and the
Reserve Fund, may be used by the City for any lawful
purpose.
Section 15: That moneys in the System Fund,
Interest and Sinking Fund and Reserve Fund may, upon
authorization by the City Council, be invested but only in
(a) direct general obligations of, or obligations the
payment of the principal of and interest on which are
unconditionally guaranteed by, The United States of America
or (b) certificates of deposit or time deposits with any
bank or savings institution which is insured by the Federal
Deposit Insurance Corporation or the Federal Savings and
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Loan Insurance Corporation, provided that such certificates
of deposit or time deposits, to the extent that they exceed
the amounts covered by such insurance, are fully secured in
the manner required by law and provided further that each of
the aforesaid obligations, certificates and time deposits
shall mature, or be subject to redemption at the option of
the owner or holder thereof, within not more than ten years
from the date of the making of such investment. Any
obligation in which moneys from the Interest and Sinking
Fund or Reserve Fund are so invested shall be kept and held
in the depository bank of the City in escrow and in trust
for the benefit of the owners of the Bonds and (subject to
the provisions of Section 16) Additional Bonds, and shall be
promptly sold and the proceeds of sale applied to the making
of any payments required to be made from the Interest and
Sinking Fund or Reserve Fund, as the case may be. All such
investments shall at all times be a part of the Fund from
which the moneys used to acquire said investments shall have
come and all earnings on such investments shall be credited
to, and losses thereon charged against, such Fund.
Notwithstanding any provision hereof to the contrary, any
investment of moneys in the Interest and Sinking Fund shall
be made so as to mature or be subject to redemption at the
option of the owner or holder thereof on or prior to the
date or dates on which moneys therefrom will be required.
Section 16: That in addition to inferior lien
bonds authorized by Article lIlla, Vernon's Texas Civil
Statutes, as amended, the City expressly reserves the right
hereafter to issue additional parity bonds and other evi-
dences of indebtedness now or hereafter authorized by the
Legislature of Texas (collectively, the "Additional Bonds"),
and the Additional Bonds, when issued, may be secured by and
payable from a first lien on and pledge of the Net Revenues
of the System in the same manner and to the same extent as
are the Bonds authorized by this Ordinance but subject to
the remaining provisions hereof, and the Bonds authorized
herein and the Additional Bonds may in all respects be of
equal dignity. It is provided, however, that no Additional
Bonds shall be issued unless:
(a) The Interest and Sinking Fund, the Reserve
Fund and any similar fund or funds created by the. ordinance
authorizing any Additional Bonds at the time outstanding
shall each contain the amount then required to be on deposit
therein, and a certificate to such effect shall be executed
and delivered by the Mayor and City Secretary.
(b) An independent firm of certified public ac-
countants, based upon an annual audit of the books of the
System, certifies that the net earnings of the System for
the fiscal year next preceding the month in which the ordi-
nance authorizing such Additional Bonds is adopted were
equal to each of the. following determined ~ndependently:
(i) at least one and one-half (1-1/2) times the
average annual requirements for the payment of the
principal of and interest on the Bonds and Addi-
tional Bonds, if any, then outstanding and on such
Additional Bonds, when issued, sold, and
delivered; and
(ii) at least one and twenty-five hundredths
(1-25/100) times the maximum annual requirement
for the payment of the principal of and interest
on the Bonds and Additional Bonds, if any, then
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outstanding and on such Additional Bonds, when
issued, sold and delivered1
provided, however, should the certificate of the accountant
certify that the net earnings of the System for the fiscal
year covered thereby were, in either case, less than
required above, and a change in the rates and charges for
services afforded by the System became effective at least
sixty (60) days prior to the scheduled date of adoption of
the ordinance authorizing such Additional Bonds, then such
Additional Bonds may nevertheless be issued if an indepen-
dent engineer or engineering firm having a favorable reputa-
tion with respect to such matters certifies that, had such
change in rates and charges been effective for the entire
fiscal year covered by the accountant's certificate, the net
earnings for the System for the fiscal year covered by the
accountant's certificate would have met the tests specified
in (i) and (ii) above.
The term "net earnings" as used in this Section shall mean
all of the net revenues of the System, exclusive of income
received specifically for capital items, after deduction of
the necessary and reasonable expenses of operation and
maintenance of the System excluding expenditures which under
standard accounting practice should be charged to capital
expenditures or depreciation.
(c) Such Additional Bonds are made to mature on
March 15th in each of the years in which they are scheduled
to mature.
(d) The City shall establish a reserve fund for
such Additional Bonds by providing a cash reserve fund
therefor, a surety bond in lieu thereof or a combination of
such cash reserve fund and surety bond, all as the the City
Council deems reasonable and appropriate provided that (i)
the amount of any such cash reserve fund or the coverage of
any surety bond in lieu thereof or the amount of such cash
reserve fund and the coverage of such surety bond when added
together shall at least equal the maximum annual debt
service requirements of such Additional Bonds, not to exceed
the maximum permitted by applicable regulations, procedures
or published rulings of the Internal Revenue Service (the
"Reserve Minimum") 1 (ii) if any cash reserve fund is funded
by making transfers of Net Revenues in the System Fund, such
transfers shall be made each month in an amount reasonably
sufficient to reach the Reserve Minimum (or the portion
thereof which is to be provided by such cash reserve fund)
within a period of not more than five years after such'
Additional Bonds are sold and delivered; (iii) any such
cash reserve fund may be combined with the Reserve Fund
herein provided for the Bonds and with the cash reserve fund
provided for any Additional Bonds then outstanding in order
ratably to secure all such Bonds then outstanding and the
Additional Bonds then being issued; (iv) any such surety
bond provided in lieu of a cash reserve fund shall be issued
by an insurance company or association of companies whose
insured obligations are rated by Moody's Investors Service,
Inc. ("Moody's") and by Standard's & Poor's Corporation ("S
& P") in their highest rating categories; and (v) any such
surety bond may be written (or amended) to provide coverage
not only for such Additional Bonds but also pro rata for the
Bonds and any Additional Bonds then outstanding, provided
any existing cash reserve fund or surety fund in lieu
thereof which secures any such outstanding Bonds is extended
ratably to secure the Additional Bonds then being issued.
It is the City's intention hereby to
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provide maximum flexibility with respect to the reserve fund
to be provided for any Additional Bonds which may be issued
hereafter and the foregoing provisions shall be liberally
construed in order to achieve that objective without mate-
rially prejudicing the rights and interests of the owners of
any Bonds and Additional Bonds at the time outstanding.
Section 17: That the City shall maintain the
System in good condition and operate the same in an effi-
cient manner and at a reasonable cost. So long as any of
the Bonds are outstanding, the City agrees to maintain
insurance on the System, for the benefit of the registered
owner or owners of the Bonds, of a kind and in an amount
which usually would be carried by private companies engaged
in a similar type of business in the same area. This
Ordinance shall not be construed as requiring the City to
expend any funds which are derived from sources other than
the operation of the System, but nothing herein shall be
construed as preventing the City from doing so.
Section 18: That the City shall keep proper books
of records and accounts, separate from all other records and
accounts, in which complete and correct entries shall be
made of all transactions relating to the System. Upon
written request made not more than 60 days following the
close of the fiscal year, the City shall furnish to any
registered owner of any of the Bonds, complete financial
statements of the System in reasonable detail covering such
fiscal year, certified by the City's Auditor. Any regis-
tered owner or owners of 25% in principal amount of the
Bonds at the time outstanding shall have the right at all
reasonable times to inspect the System and all records,
accounts and data of the City relating thereto.
Section 19: That the City hereby further cove-
nants as follows:
(a) That it has the lawful power to pledge the
revenues supporting the Bonds and has lawfully exercised
said power under the Constitution and laws of the State of
Texas, including said power existing under Articles 1111 to
1118, both inclusive, Revised Civil Statutes of the State of
Texas, as amended; that the Bonds issued hereunder shall be
ratably secured by said pledge of income, in such manner
that one Bond shall have no preference over any other Bond.
(b) That, other than for the payment of the Bonds
herein authorized, the rents, revenues and income of the
System have not in any manner been pledged to the payment of
any debt or obligations of the City or of the System.
(c) That, so long as any of the Bonds or Addi-
tional Bonds remain unpaid, the City will not sell or
encumber the System or any substantial part thereof, and
that it will not encumber the revenues thereof unless such
encumbrance is made pursuant to Section 16 hereof or is
junior and subordinate to all of the provisions of this
Ordinance.
(d) That no free service of the System shall be
allowed, and should the City or any of its agencies or
instrumentalities make use of the services and facilities of
the System, payment of the reasonable value thereof shall be
made by the City out of funds from sources other than the
revenues and income of the System.
002RDRAW/193B01
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(e) To the extent that it legally may, the City
further covenants and agrees that, so long as any of the
Bonds or any interest thereon is outstanding, no franchise
shall be granted for the installation or operation of any
competing systems, that the City will prohibit the operation
of any such systems other than those owned by the City and
the operation of any such systems by anyone other than the
City is hereby prohibited.
Section 20: That the Bonds are special obligations
of the City payable from the pledged revenues and the
registered owner thereof shall never have the right to
demand payment thereof out of funds raised or to be raised
by taxation.
Section 21: That the Mayor is hereby authorized
and directed to submit, or cause to be submitted, the record
of the Bonds, and the Initial Bonds, to the Attorney General
of the State of Texas for examination and approval and
thereafter cause the Bonds to be registered by the Comptrol-
ler of Public Accounts of the State of Texas. Upon said
registration of the Bonds, said Comptroller of Public
Accounts (or a deputy designated in writing to act for said
Comptroller) shall manually sign the Comptroller's Registra-
tion Certificate prescribed herein to be endorsed on each of
the Initial Bonds, and the seal of said Comptroller shall be
impressed, printed or lithographed on each of the Initial
Bonds.
Section 22: That the City hereby further covenants
with the purchasers and any subsequent registered owners of
the Bonds that the City will not make any use of the pro-
ceeds of the Bonds which will cause the Bonds to be or
become arbitrage bonds within the meaning of Section 103(c)
of the Internal Revenue Code of 1954, as amended, or any
regulations promulgated thereunder, and that the City will
otherwise comply with the pertinent provisions of said
Section 103(c) and regulations in order that the Bonds will
not be or become arbitrage bonds thereunder.
Section 23: That if (1) any mutilated Bond is
surrendered to the Paying Agent/Registrar or (2) the City
and the Paying AgentlRegistrar receive evidence to their
satisfaction of the destruction, loss or theft of any Bond,
and (a) there is delivered to the City and the Paying
Agent/Registrar such security or indemnity as may be re-
quired by them to save each of them harmless and (b) the
City and the Paying Agent/Registrar have no notice that such
latter Bond has been acquired by a bona fide purchaser; then
and in either such event the City shall execute and upon its
request the Paying Agent/Registrar shall register and
deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Bond, a new Bond of the same
maturity and of like tenor, interest rate and principal
amount, bearing a number not contemporaneously outstanding.
Upon the issuance of any new Bond under this Section 23, the
City may require the payment by the registered owner thereof
of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Paying
Agent/Registrar) connected therewith. Every new Bond issued
pursuant to this Section 23 in lieu of any mutilated,
destroyed, lost or stolen Bond shall constitute a replace-
ment of the prior obligation of the City, whether or not the
mutilated, destroyed, lost or stolen Bond shall be at the
time enforceable by anyone, and shall be entitled to all the
002RDRAW/193B01
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benefits of this Ordinance equally and ratably with all
other outstanding Bonds.
Section 24: That the City covenants at all times
to maintain a Paying Agent/Registrar for the Bonds meeting
the qualifications herein set forth, and subject to the
remaining provisions of this Section 24 hereby appoints
First City National Bank of Houston, Houston, Texas, ini-
tially to serve in such capacity. The form, terms and
provisions of the proposed Agreement between the City and
First City National Bank of Houston providing for such
appointment which is attached to this Ordinance as Exhibit A
are hereby approved in all respects, and the Mayor and City
Secretary are hereby authorized and directed to.execute and
deliver an agreement substantially in the form attached
hereto, with such changes therein as the officers executing
the same shall, as evidenced by their signatures thereon,
approve. The City expressly reserves the right to appoint
one or more successor Paying Agent/Registrars by (1) filing
with the Paying Agent/Registrar then serving a certified
copy of a resolution or ordinance giving notice of the
termination of the City's agreement with such Paying Agent/
Registrar and appointing a successor and (2) giving notice
to all of the registered owners of the Bonds and to the
Municipal Advisory Council of Texas or its successor. Every
Paying Agent/Registrar appointed hereunder shall at all
times be a corporation organized and doing business under
the laws of the United States of America or of any State,
authorized under such laws to exercise trust powers, and
subject to supervision or examination by Federal or State
authority.
Section 25: That public advertisement for the
sale of the Bonds and bids to purchase the Bonds having been
received pursuant thereto, it is here~y found andAdec~red/
that tpe bids submitted by UfI"e-rIAJ()fJi, AJe-",/"/,,~ ,,~. .J...ncvl'./>,,..,T-rJ..
~",~ !f-sSdC.i4'ff-S is the
best bid received1 and the sale of the Bonds to the named
best bidder, at a price equal to the principal amount of the
Bonds plus accrued interest thereon from the date thereof to
the date of actual delivery, plus a cash premium of
$ --<:> - , subject to the unqualified approving cash
opinion, as to the legality of the Bonds, of the Attorney
General of the State of Texas and Baker & Botts, Houston,
Texas, market attorneys, is hereby authorized, ratified,
approved and confirmed. When the Initial Bonds have been
approved by the said Attorney General and registered by the
Comptroller of Public Accounts of the State of Texas, they
shall be delivered to the purchasers upon receipt of the
full purchase price. The Mayor, City Secretary and other
appropriate officers of the City are authorized and directed
to perform all acts necessary and/or convenient to carry out
the terms of this Ordinance.
Section 26: That this Ordinance shall take effect
immediately upon its adoption.
002RDRAW/193B01
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PASSED AND APPROVED this the 24th day of
September, 1985.
2t~~~I!l~
Texas
~wJ
City Secretary, City of
La Porte, Texas
... ~~., .
.''310 ....~lt. ~ -:
/
-.
",
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BOND REGISTRAR AND
PAYING AGENT AGREEMENT
THIS AGREEMENT entered into as of
1985 (the "Agreement") by and between the City of La Porte,
Texas, a body politic and corporate and a political sub-
division of the State of Texas (the "City"), and First City
National Bank of Houston, a national banking association
duly organized and existing under the laws of the United
States of America with its principal offices in Houston,
Texas (the "Bank");
WIT N E SSE T H:
WHEREAS, the City has duly authorized and provided
for the issuance of its Waterworks and Sewer System Revenue
Bonds, Series 1985 (the "Bonds") in the aggregate principal
amount of $6,000,000 to be issued as registered bonds
without coupons; and
WHEREAS, all things necessary to make the Bonds
the valid obligations of the City, in accordance with their
terms, will be taken prior to the issuance and delivery
thereof; and
WHEREAS, the City is desirous that the Bank serve
as the agent of the City for the purpose of providing for
the authentication, registration" transfer, exchange, replace-
ment and payment of the Bonds, all under and in strict con-
formity with the Ordinance of the City authorizing the issu-
ance and sale of the Bonds and approving this Agreement1 and
WHEREAS, the Bank desires to serve as the City's
agent for the purposes listed above and to enter into and
perform its obligations under this Agreement 1
NOW, THEREFORE, the City and the Bank hereby agree
as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The City hereby appoints the Bank to act as Paying
Agent/Registrar with respect to the Bonds, for the purposes
of (i) paying to the registered owners of the Bonds the
principal of and interest on all or any of the Bonds1 (ii)
maintaining the Bond Register (as defined in Section 4.01)
in which shall be kept the names and addresses of the
registered owners of the Bonds1 and (iii) authenticating
Bonds issued pursuant to the Ordinance authorizing the
Bonds, all as described in this Agreement.
The Bank hereby accepts such appointments, and
agrees to act as, the Paying Agent/Registrar with respect to
the Bonds, subject to the terms and conditions of this
Agreement.
Section 1.02. Compensation.
As compensation for the Bank's services as Paying
Agent/Registrar, the City hereby agrees to pay the Bank the
fees and amounts set forth in Annex A hereto until December 31,
1986 and thereafter the fees and amounts set forth in the
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Bank's current fee schedule then in effect for services as
Paying AgentlRegistrar for municipalities, which shall be
supplied to the City on or before ninety (90) days prior to
the close of each year, and shall be effective upon the
first day of the following year.
In addition, the City agrees to reimburse the Bank
upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Bank in accordance with
any of the provisions hereof (including the reasonable
compensation and the expenses and disbursements of its
agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise
requires:
"Bank Office" means the principal corporate
trust office of the Bank as indicated on the
signature page hereof. The Bank will notify the
City in writing of any change in location of the
Bank Office.
"Bond Ordinance" means the ordinance of the
City Council of the City adopted on September 24,
1985 authorizing the issuance and sale of the
Bonds, a certified copy of which has been
delivered to the Bank.
"City Request" and "City Order" means a
written request or order signed in the name of the
City by the Mayor or the City Secretary of the
City and delivered to the Bank.
"Responsible Officer" when used with respect
to the Bank means the Chairman or Vice Chairman of
the Board of Directors, the Chairman or Vice
Chairman of the Executive Committee of the Board
of Directors, the President, any Vice President,
any Assistant Vice President, the Secretary, any
Assistant Secretary, the Treasurer, any Assistant
Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, or any
other officer of the Bank customarily performing
functions similar to those performed by any of the
above designated officers and also means, with
respect to a particular corporate trust matter,
any other officer to whom such matter is referred
because of his knowledge of and familiarity with
the particular subject.
ARTICLE 'THREE
PAYING AGENT
Section 3.01. Duties of the Bank as Paying Agent.
As Paying Agent, the Bank shall, provided adequate
funds have been provided to it for such purpose by or on
behalf of the City, pay on behalf of the City the principal
of the Bonds at their respective maturities, whether at
008RGBF/180B01
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their stated maturities or upon acceleration of maturity as
provided in the Bond Ordinance, to the registered owner
thereof upon surrender of the Bond to the Bank at the Bank
Office.
As Paying Agent, the Bank shall, provided adequate
collected funds have been provided to it for such purpose by
or on behalf of the City, pay on behalf of the City the
interest on the Bonds when due, by computing the amount of
interest to be paid each registered owner thereof, preparing
the checks and mailing them as specified in the Bond Ordinance,
to such owners, addressed to their addresses appearing on
the Bond Register.
Section 3.02. Payment Dates.
The City hereby instructs the Bank to pay the
principal of and interest on the Bonds at the dates specified
in the Bond Ordinance.
ARTICLE FOUR
REGISTRAR
Section 4.01. Authentication, Transfer and Exchange.
The City shall keep at the Bank Office a register
(herein and in the Bond Ordinance called the "Bond Register")
in which, subject to such reasonable written regulations as
the City may prescribe (which regulations shall be furnished
the Bank herewith or subsequent hereto by City Order), the
City shall provide for the registration of Bonds and of
transfers of Bonds. The Bank agrees to maintain the Bond
Register while it is Registrar.
At any time and from time to time after the execu-
tion and delivery of this Agreement, any registered owner
may deliver to the Bank, for transfer or exchange, any Bonds
accompanied by instructions from such registered owner
designating the persons and authorized maturities and principal
amounts to and in which such Bonds are to be transferred or
exchanged, and the Bank shall thereupon, within not more
than three (3) business days, authenticate and deliver such
Bonds, as provided herein, in the Bond Ordinance and in such
instructions. Such Bonds shall be executed on behalf of the
City and shall be authenticated in the manner provided in
the Bond Ordinance. With respect to any Bond authenticated
and delivered by the Bank hereunder, the Bank shall place
the date of authentication of such Bonds in the place pro-
vided for such date in the form of Bond.
All Bonds issued upon any transfer or exchange of
Bonds shall be the valid obligations of the City, evidencing
the same debt, and entitled to the same benefits hereunder
and under the Bond Ordinance, as the Bonds surrendered upon
such exchange.
No service charge shall be made by the Bank to the
registered owner of a Bond or any transferee for any registra-
tion, transfer or exchange of Bonds, but the Bank shall
require payment by such registered owner thereof or transferee(s)
of a sum sufficient to cover any tax or other governmental
charge that may be imposed upon or be collectible by the
City or the Bank in connection with any such transfer or
exchange of Bonds. Every Bond surrendered for transfer or
exchange shall be duly endorsed or be accompanied by a
written instrument of transfer, the signature on which has
008RGBF/180BOl
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been guaranteed by an officer of a federal or state bank or
a member of the National Association of Securities Dealers,
Inc., in form satisfactory to the Bank, duly executed by the
registered owner thereof or his attorney duly authorized in
writing.
The Bank may request any supporting documentation
it feels necessary to effect a transfer or re-registration.
Section 4.02. Certificates.
The City shall provide an adequate inventory of
Bond certificates to facilitate transfers. The Bank covenants
that it will maintain Bond certificates in safekeeping and
will use reasonable care in maintaining such certificates in
safekeeping, which shall be not less than the care it
maintains for debt securities of other governments or
corporations for which it serves as registrar, or which it
maintains for its own securities.
4.03. Form of Bond Register.
The Bank as Registrar will maintain the records of
the Bond Register in accordance with the Bank's general
practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Register in any
form other than those which the Bank has currently available
and currently utilizes at the time; provided, however, that
such form shall at all times be adequate to provide for an
accurate accounting of the entire principal amount of Bonds
maturing in each year of maturity, and to permit the tracing
of any Bond to one of the Initial Bonds (as such term is
defined in the Bond Ordinance) .
The Bond Register may be maintained in written
form or in any other form capable of being converted into
written form within a reasonable time.
Section 4.04. List of Registered Owners of Bonds.
The Bank will provide the City at any time requested
by the City, upon payment of the required fee, a copy of the
information contained in the Bond Register. The City may
also inspect the information in the Bond Register at any
time the Bank is customarily open for business, provided
that reasonable time is allowed the Bank to provide an
up-to-date listing or to convert the information into written
form.
The Bank will not release or disclose the content
of the Bond Register to any person other than, or at the
written request of, the Mayor or City Secretary of the City,
except upon receipt of a subpoena or court order. Upon
receipt of a subpoena or court order, or any notice relating
to such a subpoena or order or a hearing with respect thereto,
the Bank will promptly notify the City so that the City may
have the opportunity to contest the subpoena or court order.
Section 4.05. Return of Cancelled Certificates.
The Bank will, in accordance with the written
instructions of the City, surrender to the City, cancelled
Bond certificates in lieu of which or in exchange for which
other Bonds have been issued, or which have been paid.
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Section 4.06. Mutilated, Destroyed, Lost or
Stolen Bonds.
The City hereby instructs the Bank to deliver and
issue Bonds in exchange for or in lieu of mutilated, destroyed,
lost or stolen Bonds as long as the same does not result in
an overissuance.
The Bank will issue and deliver a new Bond in
exchange for a mutilated Bond surrendered to it. The Bank
will issue a new Bond in lieu of a Bond for which it receives
written representation from the registered owner thereof
that the certificate representing such Bond is destroyed,
lost or stolen, without the surrender or production of the
original certificate. The Bank will pay on behalf of the
City the principal of a Bond for which it receives written
representation that such Bond is destroyed, lost or stolen
following the stated maturity or redemption of the Bond,
without the surrender or production of the original
certificate.
The Bank will not issue a replacement Bond or pay
such replacement Bond for a lost, stolen or destroyed Bond
unless there is delivered to the Bank such security or
indemnity as it may require (which may be by the Bank's
blanket bond) to save both the Bank and the City harmless.
On satisfaction of the Bank and the City, the
certificate number on the Bond Register will be cancelled
with a notation that it has been mutilated, destroyed, lost
or stolen and a new Bond will be issued of the same series
and of like tenor and principal amount bearing a number (accord-
ing to the Bond Register) not contemporaneously outstanding.
The Bank shall charge the registered owner of the
Bond the Bank's fees and expenses in connection with issuing
a new Bond in lieu of or exchange for a multilated, destroyed,
lost or stolen Bond.
The City hereby accepts the Bank's current blanket
bond for lost, stolen, or destroyed certificates and any
future substitute blanket bond for lost, stolen, or destroyed
certificates that the Bank may arrange and that has substan-
tially the same coverage, and agrees that the coverage under
any such blanket bond is acceptable to it and meets the
City's requirements as to security.or indemnity. The blanket
bond utilized for the purpose of lost, stolen or destroyed
certificates by the Bank shall be available for inspection
by the City on request.
Section 4.07. Transaction Information to the City.
The Bank will, within a reasonable time after
receipt of written request from the City, furnish the City
information as to interest and principal payments it has
made with respect to the Bonds, Bonds it has delivered upon
the transfer or exchange of any Bonds pursuant to Section 4.01
and Bonds it has delivered in exchange for or in lieu of muti-
lated, destroyed, lost or stolen Bonds pursuant to Section 4.06.
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ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set
forth herein and agrees to use reasonable care in the
performance thereof.
Section 5.02. Reliance on Documents, Etc.
(a) The Bank may rely and shall be protected in
acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, note,
security or other paper or document reasonably believed
by it to be genuine and to have been signed or presented
by the proper party or parties. The Bank shall not be
bound to make any investigation into the facts or
matters stated in a resolution, certificate, statement,
instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or
document supplied by the Mayor or City Secretary of the
City.
(b) The Bank may consult with counsel, and the
written advice of such counselor any opinion of coun-
sel shall be full and complete authorization and protec-
tion with respect to any action taken, suffered or
omitted by it hereunder in good faith and in reliance
thereon.
(c) The Bank may exercise any of the powers
hereunder and perform any duties hereunder either
directly or by or through agents or attorneys of the
Bank.
Section 5.03. Recitals of the City.
The recitals contained herein and in the Bond
certificates, except the certificate of authentication of
the Bonds, shall be taken as the statements of the City, and
the Bank assumes no responsibility for their correctness.
Section 5.04. May Hold Bonds.
The Bank, in its individual or any other capacity,
may become the owner or pledgee of Bonds and may otherwise
deal with the City with the same rights it would have if it
were not acting as the Paying Agent/Registrar or in any
other capacity hereunder.
Section 5.05. Moneys Held by Bank.
Money deposited by the City with the Bank for
payment of the principal (or redemption price) of or interest
on any Bonds shall be segregated from other funds of the
Bank and the City and shall be held in trust for the benefit
of the registered owners of the Bonds. All money deposited
with the Bank hereunder shall be secured in the manner and
to the fullest extent required by law for the security of
funds of the City. The Bank shall be under no liability for
interest on any funds received by it hereunder unless a City
official directs the investment of such funds, in which case
such funds shall be so invested and any interest earned
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thereon shall be paid or credited to the City, unless
otherwise agreed with the City.
Section 5.06. Indemnification.
The City agrees to indemnify the Bank for, and
hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, aris-
ing out of or in connection with the performance of its
duties hereunder, including the cost and expense (including
its counsel fees) of defending itself against any such claim
or liability in connection with the exercise or performance
of any of its powers or duties under this Agreement.
Section 5.07. Resignation and Removal.
The Bank may resign from its duties hereunder at
any time by giving not less than thirty (30) days' written
notice thereof to the City.
The Bank may be removed from its duties hereunder
at any time, with or without cause, by an ordinance or
resolution adopted by the City Council of the City designating
a successor upon not less than thirty (30) days' notice:
provided, however, no such removal shall become effective
until such successor shall have accepted the duties of the
Bank hereunder by written instrument.
Upon the effective date of such resignation or
removal (or any earlier date designated by the City in case
of resignation) the Bank shall, upon payment of all its
fees, charges and expenses then due, transfer and deliver to
or upon the order of the City the Bond Register and all
other funds, records, Bonds and Bond certificates held by it
under this Agreement.
If the Bank shall resign or be removed, the City
shall by ordinance or resolution of its City Council promptly
appoint and engage a successor to fulfill the obligations of
the Bank hereunder, which appointment shall be effective as
of the effective date of the acceptance of such duties by
such successor. The City (or such successor on behalf of
the City) shall immediately give notice of such substitution
hereunder to the registered owners of all Bonds then outstand-
ing, including the name of such successor and the address of
its principal office.
Section 5.08. Merger, Conversion, Consolidation or
Succession.
Any corporation into which the Bank may be merged
or converted or with which it may be consolidated, or any
corporation'resulting from any merger, conversion or consoli-
dation to which the Bank shall be a party, or any corporation
succeeding to all or substantially all of the corporate
trust business of the Bank shall be the successor of the
Bank hereunder without the execution or filing of any paper
or any further act on the part of either of the parties
hereto. In case any Bond(s) shall have been authenticated,
but not delivered, by the Bank then acting hereunder, any
such successor by merger, conversion or consolidation to
such authenticating Bank may adopt such authentication and
deliver the Bond(s) so authenticated with the same effect as
if such successor Bank had authenticated such Bond(s).
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ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement
in writing signed by both of the par~ies hereto.
Section 6.02. Assignment.
This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03. Notices.
Any request, demand, authorization, direction,
notice, consent, waiver or other document provided or per-
mitted hereby to be given or furnished to the City or the
Bank shall be mailed or delivered to the City or the Bank,
respectively, at the addresses shown on the signature page
hereof.
Section 6.04. Effect of Headings.
The Article and Section headings are for conven-
ience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the City
and the Bank shall bind their respective successors and
assigns, whether so expressed or not.
Section 6.06. Benefits of Agreement.
Nothing herein, express or implied, shall give to
any person, other than the parties hereto and their succes-
sors hereunder, any benefit or any legal or equitable right,
remedy or claim hereunder.
Section 6.07. Entire Agreement.
This Agreement and the Bond Ordinance constitute
the entire agreement between the parties hereto relative to
the Bank's acting as Paying Agent Registrar and Authenticating
Agent and if any conflict exists between this Agreement and
the Bond Ordinance, the Bond Ordinance shall govern.
Section 6.08. Counterparts.
This Agreement may be executed in any number of
counterparts, each which shall be deemed an original and all
of which shall constitute one and the same Agreement.
Section 6.09. Termination.
This Agreement will terminate on the date of final
payment by the Bank issuing its checks for the final payment
of principal and interest of the Bonds.
This Agreement may be earlier terminated upon
sixty (60) days' written notice by either party.
The provisions of Section 1.02 and Article Five
shall survive and remain in full force and effect following
the termination of this Agreement.
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Section 6.10. Governing Law.
This Agreement shall be construed in accordance
with and governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above
written.
CITY OF LA PORTE, TEXAS
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City SeGretary
Address: 604 West Fairmont Parkway
La Porte, Texas 77571
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FIRST CITY NATIONAL BANK OF HOUSTON
BY
Title:
[SEAL]
Attest:
Address: P. O. Box 809
Houston, Texas 77001
Title:
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~IRSTCI1Y,
PAYING AGENr /REXiISTRAR SERVICES
SOtEDULE OF FEES
J:2"l'..tCI'IVE .JUNE 1, 1984
Initial Acceptance
Per Issue accepted:
'!his charge covers c:cmplete study and consideration of all
usual doc:urtents authorizing' and supporting the issuance of
bonds, the acceptance of the account and authentication of
the bands.
Annual Administration
First $5 million principal anount, per million:
Next $5 million principal arrount, per million :
Excess above $10 million principal ancunt, per million:
Mi.nimlm Charge:
This charge cover nomal administrative senrices perfonn-
ed. It is charged on a sani -annual, pro rata basis calcu-
lated on the principal arrount outstanding at the beginning
of each such semi-annual period.
Bondholder Account Maintenance
Per Account Maintained:
'Ibis charge includes maintaining of addresses of holders,
placarent and rem:wal to stops, posting of' all certificates
issued and cancelled, furnishing of daily transfer reports
and the issuance of semi. -annual interest checks.
MLmicipal Bond Transfer and Registrar
Charge per original issuance and registration
Charge per transfer and registration:
*Payable at closing.
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$1500.00
$ 75.00
50.00
25.00
$1500.00
$ 5.00
$ 1.50
1.50
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Retirement of Bonas
For retirement at maturity, or by call as a whole:
First 100 bonds (each):
Next 4UO bonds (each):
Excess over SOO bonds (each):
For retirement by partial call, tender offer or by purchase:
First 100 bonds (each):
Next 4UU bonds (each):
Excess over SOO bonds (each):
Miscellaneous Services
Bondholder list preparation, per account:
Bondholder mailing, per account:
Minimum charge:
Extraordinary Services
Charges for performing any service not specifically
covered in this schedule will be determined by an apprais-
al of the services rendered.Closing costs are not included.
Adoitional Charges
The fees shown in this schedule are intended to be minimum
fees, and accordingly, are subject to increase if the
circumstances attending a particular issue or account so
warrant. Furthermore, they do not include counsel fees or
ani other expenses or disbursements. All out-of-pocket
expenses such as stationery, binders, checks, forms,
printing, and envelopes will be added, at cost, to the
regular fee for services. Postage, registered mail and
insurance charges will be billed in addition to all other
fees and charges. Private Placement fees are subject to
negotiation.
Billing
Accounts are billed on a semi-annual basis. Amounts-
billed are considered due on receipt and a late charge of
2~ over the floating base interest rate of First City
National Bank of Houston may be assessed for bills not
paid within thirty (3D) days.
Term
Rates quoted are good for one year from inception of
account, and are subject to review and change thereafter
in whole or in part at the initiation of eitner party as
circumstanies dictate.
S 1.50
S 1.00
S .50
$ 2.00
1.58
1.00
$ .04
.05
50.00