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HomeMy WebLinkAboutO-1986-1497 ... ',. .... . e ORDINANCE NO. .B!l1 ORDINANCE AUTHORIZING THE ISSU~NCE, SALE AND DELIVERY OF THE CITY'S $4,250,000 GENERAL OBLIGATION BONDS, SERIES 1986, PROVIDING THE DETAILS RELATING THERETO, AUTHORIZING AN AGREEMENT WITH THE PAYING AGENT/REGISTRAR AND DECLARING THAT SAID ORDINANCE SHALL BE EFFECTIVE IMMEDIATELY UPON ITS ADOPTION WHEREAS, pursuant to an election duly called and held in the City of La Porte, Texas (the "City"), on Decem- ber 14, 1985, the City Council of the City was authorized to issue General Obligation Bonds of the City in the aggregate amount of $4,250,000 for the purpose of purchasing and im- proving land for park purposes~ and WHEREAS, the City Council of the City has deter- mined that it is necessary to issue a first installment of said bonds in the aggregate principal amount of $4,250,000 for the purpose authorized at such election, constituting the entire amount of bonds authorized at such election; and WHEREAS, the City Council desires to proceed with the authorization, issuance and sale of said bonds~ there- fore, 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 known and designated as "CITY OF LA PORTE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1986" (the "Bonds"), are hereby authorized to be issued in the aggre- gate principal amount of $4,250,000 for the purpose of mak- ing the permanent public improvements, to-wit the purchase and improvement of land for park purposes, under and by vir- tue of the Constitution and laws of the State of Texas and as authorized at a bond election held in the City on Decem- ber 14, 1985. . Section 2. That the Bonds shall be issued and delivered in fully registered form without coupons, shall be numbered consecutively from R-l upward, shall be dated as of May 15, 1986 (the "Initial Date") and shall be in denomina- tions 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 nineteen (19) Bonds (the "Initial Bonds") numbered consecutively from R-l through R-19 in order of their maturity, each in the princi- pal amount set opposite the year of maturity in th~ schedule set forth in Section 3 hereof. Bonds registered and de- livered in exchange for any of the Initial Bonds surrendered for transfer or exchange shall be numbered from R-20 upward in the order that they are authenticated and delivered by the Paying Agent/Registrar herei~after designated. 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 August 15, 1986 and each February 15 and August 15 thereafter until the principal sum is paid in full. Pay- ment of interest shall be made to the registered owner of each Bond as shown on the Bond Register provided for in Sec- tion 6 hereof as of the last business day of the calendar month next preceding the interest payment date by check or draft mailed by First City National Bank of Houston, .. '.. ,~ . e Houston, Texas, or its successor (the "Paying Agent/Registrar") , to the address of each such owner as it appears on such Bond Register on the date aforesaid. The Bonds shall mature and become payable, subject to prior redemption in accordance with the provisions of Section 5 hereof, on February 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 schedule, to-wit: Year of Principal Interest Maturity Amount Rate 1987 $175,000 't,5 (j % 1988 175,000 ~.50 % 1989 175,000 ~,.,o % 1990 175,000 ~.50 % 1991 175,000 ~.50 % 1992 175,000 fji. sa % 1993 175,000 ~;SO % 1994 175,000 '$?so % 1995 175,000 7.Q(J % 1996 250,000 tJ!o % 1997 250,000 ?,O % 1998 250,000 ,?,'() % 1999 250,000 7.'';- % 2000 275,000 {.2() % 2001 275,000 "".30 % 2002 275,000 1.35 % 2003 275,000 "7. tit) % 2004 275,000 6.."0 % 2005 300,000 o.;3() % 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 pre- sentation 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 1997 through 2005 on February 15, 1996, or any interest payment date thereafter, by paying the principal thereof and accrued interest thereon. The City shall, at least forty-five (45) days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Paying Agent/Registrar), notify the Paying Agent/Registrar of such date and the principal amount of Bonds of each maturity to be redeemed. If less than all of the Bonds are to be redeemed, the particular Bonds within any particular maturity (in integral multiples of $5,000) shall be selected by the Paying Agent/Registrar by such method as it shall deem fair and' appropriate. The registered owner of any Bond, all or a portion of which has been called for redemption, shall be required to present such Bond to the Paying Agent/Registrar for payment of the principal of and accrued interest on that portion of the Bond called for redemption~ provided, however, upon the surrender of any such Bond, the City shall execute and the Paying Agent/Registrar shall authenticate and deliver to the registered owner thereof a new Bond or Bonds' of the same maturity in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered. Notice of redemption shall be given by mailing a copy thereof by .. RG047B/180BOl -2- ", ~ . . registered or certified mail at least thirty (30) days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed in whole or in part at the address of such owner on the registration books~ provided, however, that failure to give such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Bond or portion thereof with respect to which no such failure or defect has occurred. Any notice mailed as provided in this Section 5 shall be conclusively presumed to have been duly given, whether or not the regis- tered owner receives the notice. Prior to the date fixed for redemption, the City shall deposit, or cause to be deposited, with the Paying Agent/Registrar funds sufficient to pay in full the principal of all Bonds or portions thereof called for redemption, together with accrued 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 denomin- ations, bearing the same rate of interest, and of like aggregate principal amount, upon surrender of the ~ond to be exchanged at the principal office of the Paying Agent/Regi- strar. 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 by, or be accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner thereof or his attorney duly authorized in writing. No service charge shall be made to the regis- tered owner for any registration, transfer or exchange of Bonds, but the City or the Paying Agent/Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Neither the City nor the Paying Agent/ Registrar shall be required to trans- fer 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/Regi- strar 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 RG047B/180BOl -3- " . e 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 Bond Procedures Act of 1981, as amended. The Initial Bonds, each payable to the Purchas- er named in Section 15 hereof, shall be executed and submit- ted to the Attorney General of Texas for approval, and thereupon certified by the Comptroller of Public Accounts of the State of Texas by his manual signature or by the manual signature of one of his deputies thereunto duly authorized. No Bond authorized by this Ordinance shall be entitled to any right or benefit hereunder, or be valid or obligatory for any purpose unless the Comptroller of Public Accounts of the State of Texas or his duly authorized agent shall have executed a Registration Certificate substantially in the form of the Registration Certificate of Comptroller of Public Accounts set forth in Section 9 hereof or the Paying Agent/Registrar shall have executed a Certificate of Auth- entication substantially in the form of the Certificate of Authentication of Paying Agent/Registrar set forth in Section 9 hereof, and either such executed certificate upon any Bond shall be conclusive evidence that such Bond has been executed and delivered pursuant to this Ordinance. Section 9. That the form of the Bonds, including the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be typed or printed on each of the Initial Bonds only, and the form of Certifi- cate of Authentication of the Paying Agent/Registrar to be typed or printed on all of the Bonds other than the Initial Bonds shall be, respectively, substantially as follows: .. RG047B/180B01 -4- . e (Form of Bond) Registered No. R- Registered $ UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF HARRIS CITY OF LA PORTE, TEXAS GENERAL OBLIGATION BOND SERIES 1986 Interest Rate Due February 15, Initial Date May 15, 1986 CUSIP No. 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 August 15, 1986, and semian- nually thereafter on February 15 and August 15 of each year until the principal sum shall have been paid, such interest. to be computed on the basis of a 360-day year of twelve 30-day months. The principal of this Bond is payable in lawful money of the United States of America, without exchange or collection charges, at the principal corporate trust office of the Paying Agent/Registrar executing the Certificate of Authentication appearing hereon, upon 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 $4,250,000 (the "Bonds") pursuant to an ordinance (the "Bond Ordi- nance") duly adopted by the City Council of the City for the purpose of making public improvements, to-wit the purchase and improvement of land for park purposes, under and in strict conformity with the Constitution and laws of the State of Texas, including without limitation Chapters 1 and 7 of Title 22 of Vernon's Texas Civil Statutes, as amended, and by authority of the bond election described above. The Bonds are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City within the limitations prescribed by law. Reference is RG047B/180B01 -5- .. . . hereby made to the Bond Ordinance for a description of the covenants by which the Bonds are secured, the respective rights thereunder of the registered owners of the Bonds and the City, and the terms upon which the Bonds are, and are to be, authenticated and delivered. 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 1997 through 2005 on February 15, 1996, or any interest payment date thereafter, by paying the princi- pal thereof and accrued interest thereon. If less than all of the Bonds of any particular maturity are to be redeemed, the City shall designate the principal amount of Bonds of each maturity to be redeemed and the Paying Agent/Registrar shall designate the particular Bonds within 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 autho- rized 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 Agent/Registrar and any agent of either of them may treat the person, firm or corporation in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Bond be overdue, and neither the City, the Paying Agent/Registrar nor any such agent shall be affected by notice or knowledge to the contrary. It is hereby certified, covenanted and represented that all acts, conditions, and things required to exist or to be performed or done precedent to or in the issuance of this Bond in order to render the same a legal, valid and binding obligation of the City have been performed, exist and have been done in regular and due time, form and manner, as required by law, and that the issuance of the Bonds does not exceed any constitutional or statutory limitation. This Bond shall be construed in accordance with and shall be governed by the laws of the State of Texas. * * * * * * * * * * RG047B/180BOl -6- e e (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 .. [City's Seal] ATTEST: City Secretary (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 THE STATE OF TEXAS s s s s REGISTER NO. OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS I HEREBY CERTIFY that there is on file and of record in my office a certificate to the effect that the RG047B/180BOl -7- - e Attorney General of the State of Texas has approved this Bond, and further that this Bond has been registered this day 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 Agent/Registrar Dated: By Authorized Signature (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 registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed by: Section 10. That there is hereby created a special fund to be called "CITY OF LA PORTE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1986, INTEREST AND SINKING FUND," and all taxes levied, assessed and collected for or on account of the Bonds authorized by this Ordinance shall, as collected, be deposited into said fund. While the Bonds or any part of the principal thereof or the interest thereon RG047B/180BOl -8- . e remain outstanding and unpaid, there is hereby levied and there shall be annually assessed and collected in due time, form and manner and at the same time other City taxes are assessed, levied and collected, in each year beginning with the current year, a continuing direct annual ad valorem tax upon all taxable property in the City sufficient to pay the current interest thereon and to create a sinking fund of not less than two percent (2%) of the principal amount of the Bonds then outstanding or of not less than the amount required to pay the principal payable out of said tax, whichever is greater, full allowance being made for delin- quencies and costs of collection, and said taxes, when collected, shall be applied to the principal of and interest on the Bonds and for no other purpose. Section 11. 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 Initial Bonds to be registered by the Comptroller of Public Accounts of the State of Texas. Upon said registration of the Initial Bonds, said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate prescribed herein to be endorsed on each of the Initial Bonds, and the seal of said Comptroller shall be impressed or stamped on each such Bond. Section 12. That the City hereby covenants with the Purchaser and any subsequent registered owner of the Bonds that the City will not make any use of the proceeds of the Bonds which will cause the Bonds to be or become arbi- trage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, or any regu- lations promulgated thereunder, and that the City will otherwise comply with the pertinent provisions of said Section 103(c), the regulations promulgated thereunder in order that the Bonds will not be or become arbitrage bonds thereunder. Section 13. That if (1) any mutilated Bond is surrendered to the Paying Agent/Registrar or (2) the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, l~ss or theft of any Bond, and (a) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless and (b) the City and the Paying Agent/Registrar have no notice that such latter Bond has been acquired by a bona fide purchaser~ then and in either such event the City shall execute and upon its request the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same maturity and of like tenor, interest rate and principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Bond under this Section 13, 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 13 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 benefits of this Ordinance equally and ratably with all other outstanding Bonds. .. RG047B/180BOl -9- . e Section 14. 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 14, hereby appoints First City National Bank of Houston, Houston, Texas, initi- ally to serve in such capacity. The form, terms and provi- sions of the proposed Agreement between the City and First City National Bank of Houston, providing for such appoint- ment which is attached to this Ordinance as Exhibit A are hereby approved in all respects, and the Mayor and City Secretary are hereby authorized and directed to execute and deliver an agreement substantially in the form of such Agreement, with such changes therein as the officers execut- ing the same shall, as evidenced by their signatures there- on, 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 15. That public advertisement for the sale of the Bonds having been made and bids to purchase the Bonds having been received pursuant thereto, it is hereby . found and declared that the bid submitted by {/&bff/'W1'J IJ};.ok'J r.: -+ Ce. 1'1(,/Jqwatui anA 1lsso6aiP;c, (the n Purchaser" ) is the best bid received, and the sale of the Bonds to the Purchaser at a price equal to the principal amount of the Bonds plus accrued interest thereon from the Initial Date to the date of actual delivery, plus a cash premium of $ - , subject to the approving opinion as to the legality of the Bonds of the Attorney General of the State of Texas and Baker & Botts, Houston, Texas, market attorneys, is hereby authorized, ratified, approved and confirmed. 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 16. That this Ordinance shall take effect and be in full force immediately upon its adoption. {~ ~r~ISI PASSED AND APPROVED on , 1986. ATTEST: (lj~ U~ Ci.ty..~",Se.c..retary, City ...~+ .:- ;.ir"'~1.~ ~ Port,e, Texas ~ -. ~ ' ." "'~'1 ';:,:~."_~. J.'_, f~'.-: .:"... - '- ..i - 1 : -;.-~ ~;' J; . ,{ SEAL1-..,..! ~ .., .' .'....... ''''". ....... of " ... - ~ . :ori -;. ~ ~:. ~ - - . ':" ~ . . :r.~' RG O'4'1'Bti~ErO'B 0 1 -10- . . APP~ r:J ~ City Attorney, City of La Porte, Texas .. RG047B/180BOl -11- o. . . Exhibit A .BOND REGISTRAR AND PAYING AGENT AGREEMENT THIS AGREEMENT entered into as of , 1986 (the "Agreement") by and between the City of La Porte, Texas, a body politic and corporate and a political sub- division of ~he 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 General Obligation Bonds, Series 1986 (the "Bonds") in the aggregate principal amount of $4,250,000 to be issued as registered bonds without coupons~ and WHEREAS, all things necessary to make the Bonds the valid obligations of the City, in accordance with their terms, will be taken prior to the issuance and delivery thereof~ and WHEREAS, the City is desirous that the Bank serve as the agent of the City for the purpose of providing for the authentication, registration, transfer, exchange, replace- ment and payment of the Bonds, all under and in strict con- formity with the Ordinance of the City authorizing the issu- ance and sale of the Bonds and approving this Agreement~ and WHEREAS, the Bank desires to serve as the City's agent for the purposes listed above and to enter into and perform its obligations under this Agreement~ NOW, THEREFORE, the City and the Bank hereby agree as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. .. The City hereby appoints the Bank to act as Paying Agent/Registrar with respect to the Bonds, for the purposes of (i) paying to the registered owners of the Bonds the principal of and interest on all or any of the Bonds~ (ii) maintaining the Bond Register (as defined in Section 4.01) in which shall be kept the names and addresses of the registered owners of the Bonds: and (iii) authenticating Bonds issued pursuant to the Ordinance authorizing the Bonds, all as described in this .Agreement. The Bank hereby accepts such appointments, and agrees to act as, the Paying Agent/Registrar with respect to the Bonds, subject to the terms and conditions of this Agreement. Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the City hereby agrees to pay the Bank the fees and amounts set forth in Annex A hereto until December 31, 1986 and thereafter the fees and amounts set " It e forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the City on or before ninety (90) days prior to the close of each year, and shall be effective upon the first day of the following year. In addition, the City agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof (including the reasonable compensation and the expenses and disbursements of its agents and counsel). ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "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 April 22, 1986 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 ~f 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 df 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 PLS002I/0480l -2- . e 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 ~ond 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 PLS002I/04801 -3- 'f ~ e e 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. PLS002I/0480l -4- . e 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. PLS002I/0480l -5- ~ . . e 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 PLS002I/0480l -6- ~ . . . 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) . PLS002I/0480l -7- . ~ . . ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver or other document provided or per- mitted hereby to be given or furnished to the City or the Bank shall be mailed or delivered to the City or the Bank, respectively, at the addresses shown on the signature page hereof. Section 6.04. Effect of Headings. The Article and Section headings are for conven- ience only and shall not affect the construction hereof. 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. PLS002I/04801 -8- . . 'I . . ~ .' It . 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 BY Mayor [SEAL] Attest: Address: 604 West Fairmont Parkway La Porte, Texas 77571 City Secretary FIRST CITY NATIONAL BANK OF HOUSTON BY Title: [SEAL] Attest: Address: P. O. Box 809 Houston, ~exas 77001 Title: .. PLS002I/04801 -9-