HomeMy WebLinkAboutO-2000-2390
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ORDINANCE NO. ~3otD
ORDINANCE AUTHORIZING THE ISSUANCE OF $3,000,000 CITY OF LA PORTE, TEXAS
CERTIFICA TES OF OBLIGATION, SERIES 2000 AND OTHER MA TIERS RELATED THERETO
WHEREAS, the City Council of the City of La Porte (the "Issuer" or the "City") deems it advisable to
issue Certificates of Obligation hereinafter described (the "Certificates") in the original aggregate principal amount
of $3,000,000 for the purpose of providing for the payment of contractual obligations to be incurred for financing
for construction and equipment for public library purposes and of the payment of contractual obligations for
professional services in connection therewith (including, but not limited to, architectural, fmancial advisory, legal,
and engineering).
WHEREAS, the Certificates hereinafter authorized and designated are to be issued and delivered for cash
pursuant to Chapters 150 I and 1502, Texas Government Code, as amended, and the Certificate of Obligation Act of
1971, Section 271.041 et seq, Texas Local Government Code, as amended (the "Act");
WHEREAS, the City Council has heretofore, on February 28, 2000, passed a resolution authorizing and
directing the City Secretary to give notice of intention to issue the Certificates, which notice has been duly published
in the Bayshore Sun, which is a newspaper of general circulation in the City, in its issues of March 5, 2000 and
March 12,2000, the date of the first publication being at least 14 days prior to the tentative date stated in the notice
for passage of this Ordinance;
WHEREAS, the City has received no petition from the qualified electors of the City protesting the issuance
of the Certificates; and
WHEREAS, it is considered to be in the best interest of the City that the Certificates be issued bearing the
date, interest rates, denominations, and maturities as hereafter provided;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE,
TEXAS, THAT:
SECTION 1. AUTHORIZATION OF THE CERTIFICATES. There is hereby authorized to be issued and
delivered, a series of certificates of obligation of the City, to be known as "CITY OF LA PORTE, TEXAS
CERTIFICATES OF OBLIGATION, SERIES 2000" (the "Certificates"), in the original aggregate principal amount
of $3,000,000 payable from ad valorem taxes and a limited pledge oUI ,000 of the revenues of the City's parks and
recreation system, for the purposes described in the Form of Certificates contained in Section 3 hereof.
SECTION 2. DATE. DENOMINATIONS. NUMBERS. AND MATURITIES OF THE CERTIFICATES.
The Certificates shall be dated as of March 15, 2000, shall be in denominations of $5,000 each or any integral
multiple thereof, shall be numbered 1-1 for the Initial Certificate and consecutively from R-1 upward for the
definitive certificates and shall mature on March IS in each of the years as provided below. The Certificates shall
bear interest at the rates per annum shown below from the dated date, and payable on September 15,2000 and on
each March 15 and September 15 thereafter through the respective maturity date as shown below:
Year of Principal Interest Year of Principal Interest
Maturity Pavrnent Rate Maturitv Payment Rate
2001 $150,000 2011 $150,000
2002 150,000 2012 150,000
2003 150,000 2013 150,000
2004 150,000 2014 150,000
2005 150,000 2015 150,000
2006 150,000 2016 150,000
2007 150,000 2017 150,000
2008 150,000 2018 150,000
2009 150,000 2019 150,000
2010 150,000 2020 150,000
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SECTION 3. GENERAL CHARACTERISTICS AND FORM OF THE CERTIFICATES. The
Certificates shall be issued, shall be payable, shall have the characteristics, and shall be signed and executed (and the
Certificates shall be sealed) all as provided and in the manner indicated in the form set forth below. The Certificates
are not subject to optional redemption. The Form of the Certificates, the Form of the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas to be printed and manually endorsed on the Initial Certificate,
the Form of the Authentication Certificate, [the Form of Statement of Insurance,] and the Form of Assignment,
which shall be, respectively, substantially as follows, with necessary and appropriate variations, omissions, and
insertions as permitted or required by this Ordinance, and the definitions contained within each such form shall
apply solely to such form:
FORM OF CERTIFICATES
FORM OF DEFINITIVE CERTIFICATES
United States of America
State of Texas
NUMBER
R-
REGISTERED
DENOMINATION
$
REGISTERED
CITY OF LA PORTE, TEXAS
CERTIFICATE OF OSUGA TION,
SERIES 2000
INTEREST RATE:
%
MA TURITY DATE:
DATED DATE:
March 15,2000
CUSIP:
REGISTERED OWNER:
PRINCIPAL AMOUNT: $
THE CITY OF LA PORTE, TEXAS (the "Issuer" or the "City"), being a municipal corporation of the State
of Texas, promises to pay to the Registered Owner, specified above, or registered assigns (the "Registered Owner"),
on the Maturity Date, specified above, upon presentation and surrender of this Certificate at the agent of CHASE
BANK OF TEXAS, NATIONAL ASSOCIATION, Houston, Texas, or its successor (the "Paying Agent/Registrar"),
to wit: the Principal Amount, specified above, in lawful money of the United States of America, and to pay interest
thereon at the Interest Rate, specified above, calculated on the basis of a 360-day year of twelve 30-day months,
from the Dated Date, specified above. Interest on this Certificate is payable by check payable on September 15,
2000, and each March 15 and September 15 thereafter, mailed to the Registered Owner of record as shown on the
books of registration kept by the Paying Agent/Registrar, as of the Record Date, or in such other manner as may be
acceptable to the Registered Owner and the Paying Agent/Registrar. The record date ("Record Date") for payments
hereon means the last calendar day of the month preceding a scheduled payment. In the event of a non-payment of
interest on a scheduled payment date, and for 30 days thereafter, a new record date for such payment (a "Special
Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment thereof have
been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due
payment (the "Special Payment Date", which shall be 15 calendar days after the Special Record Date) shall be sent
at least five business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the
address of the Registered Owner appearing on the books of the Paying Agent/Registrar at the close of business on
the last business day next preceding the date of mailing of such notice. The City covenants with the Registered
Owner that no later than each principal installment payment date and interest payment date for this Certificate it will
make available to the Paying Agent/Registrar the amounts required to provide for the payment, in immediately
available funds, of all principal of and interest on the Certificates, when due, in the manner set forth in the ordinance
authorizing the issuance of the Certificates adopted by the City Council of the City on March 27, 2000 (the
"Ordinance").
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THIS CERTIFICATE is one of a series of Certificates (the "Certificates") dated as of the Dated Date,
specified above, of like designation, date, and tenor, except as to number, interest rate, denomination, and maturity
issued pursuant to the Ordinance in the original aggregate principal amount of $3,000,000 for the purpose of
providing for the payment of contractual obligations to be incurred for the purpose of financing for construction and
equipment for public library purposes and of the payment of contractual obligations for professional services in
connection therewith (including, but not limited to, architectural, [mancial advisory, legal, and engineering).
*REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET
FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND
EFFECT AS IF SET FORTH IN THIS SPACE.
**IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile signature of the
Mayor of the Issuer and countersigned with the manual or facsimile signature of the City Secretary of the Issuer, and
the official seal of the Issuer has been duly impressed, or placed in facsimile, on this Certificate.
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
City Secretary
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Mayor
(CITY SEAL)
(Back Panel of Certificates)
THE CERTIFICATES are issued pursuant to the Ordinance whereunder the City Council of the City
covenants to levy a continuing, direct, annual ad valorem tax on taxable property within the City, within the limits
prescribed by law, for each year while any part of the Certificates are considered outstanding under the provisions of
the Ordinance, in a sufficient amount to pay interest on each Certificate as it becomes due, to provide a sinking fund
for the payment of the principal of the Certificates when due, and to pay the expenses of assessing and collecting
such tax, and this Certificate is additionally secured by and payable from a limited pledge of $1,000 from the
revenues of the Issuer's parks and recreation system (the "System"), which amount is payable from the revenues
remaining after payment of all operation and maintenance expenses of the System, and all debt service, reserve, and
other requirements in connection with all of the Issuer's revenue bonds or other obligations (now or hereafter
outstanding) which are payable from all or any part of the "Net Revenues" of the System. Reference is hereby made
to the Ordinance for provisions with respect to the custody and application of the City's funds, remedies in the event
of a default hereunder or thereunder, and the other rights of the Registered Owner. By acceptance of this Certificate,
the Registered Owner consents to all of the provisions of the Ordinance, a certified copy of which is on file in the
office of the City Secretary.
THE CITY RESERVES THE RIGHT to redeem the Certificates maturing on or after March 15,2011, in
whole or in part, in integral multiples of $5,000, on March 15, 2010, or on any date thereafter. Such optional
redemptions shall be at a redemption price of par plus accrued interest on the principal amounts called for
redemption to the date fixed for redemption. If less than all of the Certificates are to be redeemed, the particular
Certificates to be redeemed shall be selected by the City in integral multiples 0[$5,000 within anyone maturity. At
least 45 days prior to the date fixed for any redemption of Certificates or portions thereof prior to maturity a written
notice of such redemption shall be given by the City to the Paying Agent/Registrar, and the Paying Agent/Registrar
shall send a copy of such notice at least 30 days prior to the date fixed for redemption by United States mail, first
class, postage prepaid, addressed to the registered owner of each Certificate to be redeemed in whole or in part at the
address shown on the Registration Books; provided, however, that the failure to send, mail, or receive such notice,
or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption of any Certificate. When Certificates or portions thereof have been called for
redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be
payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts
called for redemption shall terminate on the date fixed for redemption.
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THIS CERTIFICATE IS TRANSFERABLE OR EXCHANGEABLE only upon presentation and surrender
at the designated payment office of the Paying Agent/Registrar. If this Certificate is being transferred, it shall be
duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner, or his
authorized representative, subject to the tenns and conditions of the Ordinance. If this Certificate is being
exchanged, it shall be in the principal amount of $5,000 or any integral multiple thereof, subject to the tenns and
conditions of the Ordinance. The Registered Owner of this Certificate shall be deemed and treated by the City and
the Paying AgentlRegistrar as the absolute owner hereof for all purposes, including payment and discharge of
liability upon this Certificate to the extent of such payment, and the City and the Paying Agent/Registrar shall not be
affected by any notice to the contrary.
IN THE EVENT any Paying AgentlRegistrar for the Certificates is changed by the City, resigns, or
otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will appoint a competent
and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners.
IT IS HEREBY CERTIFIED, COVENANTED, AND REPRESENTED that all acts, conditions, and things
necessary to be done precedent to the issuance of the Certificates in order to render the same legal, valid, and
binding obligations of the City have happened and have been accomplished and perfonned in regular and due time,
fonn, and manner, as required by law; that provision has been made for the payment of the principal of and interest
on the Certificates by the levy of a continuing, direct, annual ad valorem tax upon all taxable property within the
City, within the limit prescribed by law, and from the above described limited pledge of the surplus revenues of the
System; and that issuance of the Certificates does not exceed any constitutional or statutory limitation.
BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby acknowledges all
of the tenns and provisions of the Ordinance, agrees to be bound by such tenns and provisions, and agrees that the
tenns and provisions of this Certificate and the Ordinance constitute a contract between each Registered Owner and
the City.
FORM OF AUTHENTICATION CERTIFICATE
AUTHENTICATION CERTIFICATE
This Certificate of Obligation is one of the Certificates described in and delivered pursuant to the within-
mentioned Ordinance, and this Certificate has been issued in conversion of and exchange for, or replacement of, a
Certificate, Certificates, or a portion of a Certificate or Certificates of an issue which was originally approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
CHASE BANK OF TEXAS,
NA nONAL ASSOCIA nON
Paying AgentlRegistrar
Registration Date:
By
Authorized Signature
. . .
!FORM OF STATEMENT OF INSURANCE
STATEMENT OF INSURANCE]
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FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
/
(Please insert Social Security or Taxpayer
Identification Number of Transferee)
/
(please print or typewrite name and address, including zip code, of Transferee)
the within Certificate of Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to register the transfer of the
within Certificate of Obligation on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a
member firm of the New York Stock Exchange or a
commercial bank or trust company.
NOTICE: The signature above must correspond with
the name of the Registered Owner as it appears upon
the front of this Certificate of Obligation in every
particular, without alteration or enlargement or any
change whatsoever.
The following abbreviations, when used in the Assignment above or on the face of the within Certificate of
Obligation, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - Custodian
(Cust)
(Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
FORM OF INITIAL CERTIFICATE
The Initial Certificate shall be in the form set forth above for the Definitive Certificates. except the
following shall replace the heading and the first paragraph:
NO. 1-1
$3,000,000
United States of America
State of Texas
CITY OF LA PORTE, TEXAS
CERTIFICATE OF OBLIGATION,
SERIES 2000
DATED DATE:
March 15, 2000
REGISTERED OWNER:
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Principal Amount:
THREE MILLION DOLLARS ($3,000,000)
THE CITY OF LA PORTE, TEXAS (the "City" or the "Issuer"), for value received, acknowledges itself
indebted to and hereby promises to pay to the order of the Registered Owner, specified above, or the registered
assigns thereof (the "Registered Owner"), the Principal Amount, specified above, with principal installments
payable on March 15 in each of the years, and bearing interest at per annum rates in accordance with the following
schedule:
YEARS OF
STATED MATURITIES
PRINCIPAL
INSTALLMENTS
$
INTEREST
RATES
%
(Information to be inserted from schedule in Section 2.)
INTEREST on the unpaid Principal Amount hereof from the Dated Date, specified above, or from the most
recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has
become due and payment thereof has been made or duly provided for shall be paid computed on the basis ofa 360-
day year of twelve 30-day months; such interest being payable on March 15 and September 15 of each year,
commencing September 15,2000.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United
States of America, without exchange or collection charges. The final payment of principal of this Certificate shall
be paid to the Registered Owner hereof upon presentation and surrender of this Certificate at final maturity, at the
designated payment office of CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, Houston, Texas, which is
the "Paying AgentJRegistrar" for this Certificate. The payment of principal installments and interest on this
Certificate shall be made by the Paying Agent/Registrar to the Registered Owner hereof as shown by the
Registration Books kept by the Paying Agent/Registrar at the close of business on the Record Date by check drawn
by the Paying AgentJRegistrar on, and payable solely from, funds of the City required to be on deposit with the
Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying
AgentJRegistrar by United States mail, postage prepaid, on each such payment date, to the registered owner hereof
at its address as it appears on the Registration Books kept by the Paying AgentJRegistrar, as hereinafter described.
The record date ("Record Date") for payments hereon means the last calendar day of the month preceding a
scheduled payment. In the event of a non-payment of interest on a scheduled payment date, and for 30 days
thereafter, a new record date for such payment (a "Special Record Date") will be established by the Paying
AgentJRegistrar, if and when funds for the payment thereof have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due payment (the "Special Payment Date", which shall
be 15 calendar days after the Special Record Date) shall be sent at least five business days prior to the Special
Record Date by United States mail, first class, postage prepaid, to the address of the Registered Owner appearing on
the books of the Paying AgentJRegistrar at the close of business on the last business day next preceding the date of
mailing of such notice. The City covenants with the Registered Owner that no later than each principal installment
payment date and interest payment date for this Certificate it will make available to the Paying AgentJRegistrar the
amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the
Certificates, when due, in the manner set forth in the ordinance authorizing the issuance of the Certificates adopted
by the City Council of the City on March 27, 2000 (the "Ordinance").
FORM OF REGISTRA nON CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS.
* Attach to or print on Initial Certificate only
COMPTROLLER'S REGISTRA TION CERTIFICATE: REGISTER NO.
I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the
Attorney General of the State of Texas has examined and finds that this Certificate of Obligation has been issued in
conformity with the Constitution and laws of the State of Texas and is a valid and binding obligation of the City of
La Porte, Texas, and further that this Certificate of Obligation has been registered this day by me.
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WITNESS my signature and seal of office this
(COMPTROLLER'S SEAL)
Comptroller of Public Accounts of the State of Texas
[END OF FORMS]
In case any officer of the City whose manual or facsimile signature shall appear on any Certificate shall
cease to be such officer before the delivery of any such Certificate, such manual or facsimile signature shall
nevertheless be valid and sufficient for all purposes as if such officer had remained in office until such delivery.
Any Certificate which bears the facsimile signature of such person who at the actual time of the delivery of such
Certificate shall be an officer authorized to sign such Certificate, but who at the date of such Certificate was not such
an officer, shall be validly and sufficiently signed for all purposes as if such person had been such officer at the date
of such Certificate. The City authorizes the printing of a true and correct copy of an opinion of Akin, Gump,
Strauss, Hauer & Feld, L.L.P., Attorneys, relating to the validity and enforceability of the Certificates under Texas
law and the status of interest on the Certificates under federal income tax laws on the reverse side of each of the
Certificates over a certificate of identification executed by the facsimile signature of the City Secretary, and also
authorizes the imprinting of CUSIP (the American Bankers Association's Committee on Unifonn Securities
Identification Procedures) numbers on the Certificates; provided, however, that the failure of such opinion,
certificate, or CUSIP numbers to appear on any Certificate, or any errors therein, or in any part of the Certificate the
fonn of which is not included in this Ordinance, shall in no way affect the validity or enforceability of the
Certificates or relieve the Initial Purchaser (hereinafter defmed) of its obligation to accept delivery of and pay for the
Certificates.
SECTION 4. DEFINITIONS. In addition to other words and tenns defined in this Ordinance (except those
defmed and used in Section 3), and unless a different meaning or intent clearly appears in the context, the following
words and tenns shall have the following meanings, respectively:
"Certificates" - Any Certificate or Certificates or all of the Certificates, as the case may be, of that series
styled "City of La Porte, Texas Certificates of Obligation, Series 2000" in the original aggregate principal amount of
$3,000,000 authorized by this Ordinance.
"Code" - The Internal Revenue Code of 1986, as amended.
"Government Obligations" - Direct obligations of the United States of America, which are non-callable
prior to the respective maturities of the Certificates and may be United States Treasury Obligations such as State and
local government series and may be in book entry-fonn.
"Initial Certificate" - The Certificate registered by the Comptroller of Public Accounts as described in
Section 10 hereof.
"Initial Purchaser" -
"Interest Payment Date" - When used in connection with any Certificate, shall mean September 15, 2000,
and each March 15 and September 15 thereafter until maturity of such Certificate.
"Issuer" or "City" - The City of La Porte, Texas, a municipal corporation and a political subdivision of the
State of Texas, or any successor thereto.
"Net Revenues" - The gross revenues of the System less the expense of operation and maintenance,
including all salaries, labor, materials, interest, repairs, and extensions necessary to render efficient service;
provided, however, that only such repairs and extensions as in the judgment of the City Council, reasonably and
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fairly exercised, 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 security of any bonds payable from and secured by a lien on the "Net Revenues" of the System
shall be deducted in detennining "Net Revenues."
"Ordinance" - This "Ordinance Authorizing the Issuance of $3,000,000 City of La Porte, Texas,
Certificates of Obligation, Series 2000, and Other Matters Related Thereto" adopted by the City Council on March
27,2000.
"Owners" - Any person who shall be the registered owner of any outstanding Certificates.
"Paying AgentlRegistrar" - Chase Bank of Texas, National Association and such other bank or trust
company as may hereafter be appointed in substitution therefor or in addition thereto to perfonn the duties of Paying
Agent/Registrar in accordance with this Ordinance.
"Paying AgentlRegistrar Agreement" - The agreement dated as of March 15, 2000, between the Paying
AgentlRegistrar and the City relating to the registration, authentication, and transfer of the Certificates substantially
in the fonn of Exhibit A.
"Record Date" - The last calendar day of the month next preceding the applicable Interest Payment Date.
"Register" - The books of registration kept by the Paying Agent/Registrar in which are maintained the
names and addresses of and the principal amounts registered to each Owner.
"System" - The City's parks and recreation system.
Tenns not otherwise dermed herein are those used in the Parity Bonds Ordinances.
SECTION 5. CITY FUNDS. The City hereby confinns the establishment of the following funds of the
City at a depository of the City:
(a) Interest and Sinking Fund. Tax Levv. and Pledge of Revenues. A special "City of La Porte Certificates
of Obligation Series 2000 Interest and Sinking Fund" (the "Interest and Sinking Fund") is hereby created and shall
be established and maintained by the City at an official depository bank of the City. The Interest and Sinking Fund
shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the
interest on and principal of the Certificates. The net proceeds of all ad valorem taxes levied and collected for and on
account of the Certificates shall be deposited, as collected, to the credit of the Interest and Sinking Fund.
During each year while any of the Certificates or interest thereon are outstanding and unpaid, the governing
body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise
and produce the money required to pay the interest on the Certificates as such interest comes due, and to provide and
maintain a sinking fund adequate to pay the principal thereof as such principal matures (but never less than 2% of
the original principal amount of the Certificates as a sinking fund each year); and the tax shall be based on the latest
approved tax rolls of the Issuer, with full allowances being made for tax delinquencies and the cost of tax collection.
The rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable
property in the Issuer for each year while any of the Certificates or interest thereon are outstanding and unpaid, and
the tax shall be assessed and collected each year and deposited to the credit of the Interest and Sinking Fund. The ad
valorem taxes sufficient to provide for the payment of the interest on and principal of the Certificates, as such
interest comes due and such principal matures, are hereby pledged irrevocably for such payment, within the limit
prescribed by law.
The Certificates additionally shall be payable from and secured by a subordinate lien on and pledge of
$1,000 of the revenues of the System, which amount is payable from the revenues remaining after payment of all
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operation and maintenance expenses of the System, and all debt service, reserve, and other requirements in
connection with all of the Issuer's revenue bonds or other obligations (now or hereafter outstanding) which are
payable from all or any part of the "Net Revenues" of the System. The City shall deposit such pledged surplus
revenues to the credit of the Interest and Sinking Fund created pursuant to this section.
The City reserves the right to issue, for any lawful purpose at any time, in one or more installments, bonds,
certificates of obligation, and other obligations of any kind payable in whole or in part from, and secured by a
pledge of the Net Revenues of the System that may be prior and superior in right to, on a parity with, or junior and
subordinate to the limited pledge of the Net Revenues securing the Certificates.
(b) Construction Fund. A special "City of La Porte Certificates of Obligation Series 2000 Construction
Fund" (the "Construction Fund") is hereby created and shall be established and maintained by the City at an official
depository bank of the City. The Construction Fund is the fund into which the net proceeds of the Certificates shall
be deposited except that any premium received from the Initial Purchaser shall be deposited to the Interest and
Sinking Fund. Money in the Construction Fund shall be used to pay the costs necessary or appropriate to
accomplish the purposes for which the Certificates are issued.
SECTION 6. INVESTMENTS AND SECURITY. (a) Investment of Funds. The City may place money in
any fund created by this Ordinance in time or demand deposits or invest such money as authorized by law at the
time of such deposit; provided, however, that the City hereby covenants that the proceeds of the sale of the
Certificates will be used as soon as practicable for the purposes for which the Certificates are issued. Obligations
purchased as an investment of money in a fund shall be deemed to be a part of such fund.
(b) Amounts Received from Investments. Except as otherwise provided by law, amounts received from the
investment of the Construction Fund may be retained in such fund or deposited to the Interest and Sinking Fund as
determined by the City Council. Any amounts received from the investment of the Interest and Sinking Fund shall
be deposited in the Interest and Sinking Fund.
(c) Security for Funds. All funds created by this Ordinance shall be secured in the manner and to the fullest
extent required by law for the security offunds of the City.
(d) Remaining Funds. Any money remaining after the purposes for which the Certificates have been
accomplished shall be deposited in the Interest and Sinking Fund and the Construction Fund shall be closed.
SECTION 7. COVENANTS OF THE CITY. (a) General Covenants. The City covenants and represents
that:
(i) The City is a duly created city, operating and existing under the laws of the State of Texas, and is
duly authorized under the laws of the State of Texas to create and issue the Certificates, all action on its
part for the creation and issuance of the Certificates has been duly and effectively taken, and the
Certificates in the hands of the Owners thereof are and will be valid and enforceable obligations ofthe City
in accordance with their terms.
(ii) The Certificates shall be ratably secured in such manner that no one Certificate shall have
preference over other Certificates.
(b) Covenants Regarding Tax Matters. The City covenants to take any action to maintain, or refrain from
any action which would adversely affect, the treatment of the Certificates as obligations described in section 103 of
the Code, the interest on which is not includable in "gross income" for federal income tax purposes. In furtherance
thereof, the City specifically covenants as follows:
(i) To refrain from taking any action which would result in the Certificates being treated as "private
activity bonds" within the meaning of section 141(a) of the Code;
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(ii) To take any action to assure that no more than 10% of the proceeds of the Certificates or the
projects financed therewith are used for any "private business use," as defined in section 141(b)(6) of the
Code or, if more than 10% of the proceeds or the projects financed therewith are so used, that amounts,
whether or not received by the City with respect to such private business use, do not under the terms of this
Resolution or any underlying arrangement, directly or indirectly, secure or provide for the payment of more
than 10% of the debt service on the Certificates, in contravention of section 141 (b)(2) of the Code;
(iii) To take any action to assure that in the event that the "private business use" described in paragraph
(ii) hereof exceeds 5% of the proceeds of the Certificates or the projects financed therewith, then the
amount in excess of 5% is used for a "private business use" which is "related" and not "disproportionate,"
within the meaning of section 141(b)(3) of the Code, to the governmental use;
(iv) To take any action to assure that no amount which is greater than the lesser of $5,000,000 or 5% of
the proceeds of the Certificates is directly or indirectly used to finance loans to persons, other than state or
local governmental units, in contravention of section 141(c) of the Code;
(v) To refrain from taking any action which would result in the Certificates being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(vi) Except to the extent permitted by section 148 of the Code and the regulations and rulings
thereunder, to refrain from using any portion of the proceeds of the Certificates, directly or indirectly, to
acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as
defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the
Certificates.
(vii) To otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of
the Certificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements
of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section l49(d) of the Code
(relating to advance refundings);
(viii) Except to the extent otherwise provided in section 148(f) of the Code and the regulations and
rulings thereunder, to pay to the United States of America at least once during each five year period
(beginning on the date of delivery of the Certificates) an amount that is at least equal to 90% of the "Excess
Earnings," within the meaning of section 148(f) of the Code, and to pay to the United States of America,
not later than 60 days after the Certificates have been paid in full, 100% of the amount then required to be
paid as a result of Excess Earnings under section I 48(t) of the Code;
(ix) To maintain such records as will enable the City to fulfill its responsibilities under this subsection
and sections 141 and 148 of the Code and to retain such records for at least six years following the final
payment of principal and interest on the Certificates; and
(x) To comply .with the information reporting requirements of section 149( e) ofthe Code.
For the purposes of the foregoing, in the case of a refunding bond, the term proceeds includes transferred proceeds
and, for purposes of paragraphs (ii) and (iii), proceeds of the refunded bonds.
The covenants contained herein are intended to assure compliance with the Code and any regulations or
rulings promulgated by the U.S. Department of Treasury pursuant thereto. In the event that regulations or rulings
are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Certificates, the City
will not be required to comply with any covenant contained herein to the extent that such modification or expansion,
in the opinion of nationally-recognized bond counsel, will not adversely affect the exclusion from gross income of
interest on the Certificates under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated which impose additional requirements which are applicable to the Certificates, the City agrees to
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comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond
counsel, to preserve the exclusion from gross income of interest on the Certificates under section 103 of the Code.
Proper officers of the City charged with the responsibility of issuing the Certificates are hereby authorized
and directed to execute any documents, certificates, or reports required by the Code and to make such elections, on
behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the
Certificates.
Notwithstanding any other provision in this Resolution, to the extent necessary to preserve the exclusion
from gross income of interest on the Certificates under section 103 of the Code the covenants contained in this
subsection shall survive the later of the defeasance or discharge of the Certificates.
(c) Covenants Rel!ardinl! Sale. Lease. or Disposition of Financed Propertv. The City covenants that the City
will regulate the use of the property fmanced, directly or indirectly, with the proceeds ofthe Certificates and will not
sell, lease, or otherwise dispose of such property unless (i) the City takes the remedial measures as may be required
by the Code and the regulations and rulings thereunder in order to preserve the exclusion from gross income of
interest on the Certificates under section 103 of the Code or (ii) the City seeks the advice of nationally-recognized
bond counsel with respect to such sale, lease, or other disposition.
SECTION 8. DESIGNATION AS OUALIFIED TAX-EXEMPT OBLIGATIONS. The City hereby
designates the Certificates as "qualified tax-exempt obligations" as defined in section 265(b)(3) of the Code. In
furtherance of such designation, the City represents, covenants, and warrants the following: (a) during the calendar
year in which the Certificates are issued, the City (including any subordinate entities) has not designated nor will
designate obligations, which when aggregated with the Certificates, will result in more than $10,000,000 of
"qualified tax-exempt obligations" being issued; (b) the City reasonably anticipates that the amount of tax-exempt
obligations issued during 2000 by the City (including any subordinate entities) will not exceed $10,000,000; and (c)
the City will take such action which would assure, or to refrain from such action which would adversely affect, the
treatment of the Certificates as "qualified tax-exempt obligations."
SECTION 9. PAYING AGENTIREGISTRAR. The Paying Agent/Registrar is hereby appointed as paying
agent for the Certificates and the City is hereby authorized to enter into any type of agreement necessary for the
Paying AgentlRegistrar to perform its duties hereunder. The principal of and premium, if any, on the Certificates
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, is legal tender for the payment of debts due the United States of America, upon their
presentation and surrender as they respectively become due and payable at maturity, at the designated payment
office of the Paying AgentlRegistrar. The interest on each Certificate shall be payable by check payable on the
Interest Payment Date mailed by the Paying Agent/Registrar on or before each Interest Payment Date to the Owner
of record as of the Record Date, to the address of such Owner as shown on the Register, or in such other manner as
may be acceptable to the Owner and the Paying Agent/Registrar.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose name any
Certificate is registered as the absolute Owner of such Certificate for the purpose of making and receiving payment
of the principal thereof and premium, if any, thereon, and for the further purpose of making and receiving payment
of the interest thereon and for all other purposes, whether or not such Certificate is overdue, and neither the City nor
the Paying AgentlRegistrar shall be bound by any notice or knowledge to the contrary. All payments made to the
person deemed to be the Owner of any Certificate in accordance with this Ordinance shall be valid and effectual and
shall discharge the liability of the City and the Paying AgentlRegistrar upon such Certificate to the extent of the
sums paid.
So long as any Certificates remain outstanding, the Paying AgentlRegistrar shall keep the Register at its
designated corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Paying
AgentlRegistrar shall provide for the registration and transfer of Certificates in accordance with the terms of this
Ordinance.
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The City may at any time and from time to time appoint another Paying Agent/Registrar in substitution for
the previous Paying Agent/Registrar; provided that any such Paying Agent/Registrar shall be a corporation
organized and doing business under the laws of the United States of America or any State, authorized under such
laws to exercise trust powers, subject to supervision or examination by federal or state authority, and a transfer agent
registered with the Securities and Exchange Commission. In such event, the City shall give notice by certified mail
to each Owner at least 30 days prior to the effective date of such substitution. Any bank or trust company with or
into which any Paying Agent/Registrar may be merged or consolidated, or to which the assets and business of
Paying Agent/Registrar may be sold or otherwise transferred, shall be deemed the successor of such Paying
Agent/Registrar for the purposes of this Ordinance.
The Mayor and City Secretary are hereby authorized to enter into, execute, and deliver the Paying
Agent/Registrar Agreement with the initial Paying Agent/Registrar in substantially the fonn presented to the City on
this date.
SECTION 10. INITIAL CERTIFICATE: EXCHANGE OR TRANSFER OF CERTIFICATES. Initially,
one Certificate (the "Initial Certificate") numbered I-I as described in Section 2, and representing the entire
principal amount of the Certificates shall be registered in the name of the Initial Purchaser and 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 or his duly authorized agent, by manual signature, and the Initial Certificate shall be
effective and valid without the Authentication Certificate being signed by the Paying Agent/Registrar. At any time
thereafter, the Owner may deliver the Initial Certificate to the Paying Agent/Registrar for exchange, accompanied by
instructions from the Owner or designee designating the persons, maturities, and principal amounts to and in which
the Initial Certificates are to be transferred and the addresses of such persons, and the Paying Agent/Registrar shall
thereupon, within not more than three days, register and deliver such Certificates upon authorization of the City as
provided in such instructions.
Each Certificate shall be transferable only upon the presentation and surrender thereof at the designated
payment office of the Paying Agent/Registrar, duly endorsed for transfer, or accompanied by an assignment duly
executed by the Owner or his authorized representative in fonn satisfactory to the Paying Agent/Registrar. Upon
presentation of any Certificate for transfer, the Paying Agent/Registrar shall authenticate and deliver in exchange
therefor, to the extent possible and under reasonable circumstances within three business days after such
presentation, a new Certificate or Certificates, registered in the name of the transferee or transferees, in authorized
denominations and of the same maturity and aggregate principal amount and bearing interest at the same rate as the
Certificate or Certificates so presented.
All Certificates shall be exchangeable upon presentation and surrender thereof at the designated payment
office of the Paying Agent/Registrar for a Certificate or Certificates of the same maturity and interest rate and in any
authorized denomination, in an aggregate principal amount equal to the unpaid principal amount of the Certificate or
Certificates presented for exchange. The Paying Agent/Registrar shall be and is hereby authorized to authenticate
and deliver exchange Certificates in accordance with this Ordinance and each Certificate so delivered shall be
entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of
which such Certificate is delivered.
The City or the Paying Agent/Registrar may require the Owner of any Certificate to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such
Certificate. Any fee or charge of the Paying Agent/Registrar for such transfer or exchange shall be paid by the City.
SECTION II. SALE AND DELIVERY OF CERTIFICATES. (a) Sale. The sale of the Certificates to the
Initial Purchaser pursuant to the taking of competitive bids at a price of par, plus accrued interest to the date of
delivery [and a premium of $---3 is hereby confIrmed. It is hereby officially found, detennined, and declared
that the Initial Purchaser submitted the bid which results in the lowest true interest cost to the City and delivery of
the Certificates to the Initial Purchaser shall be made as soon as practicable after the adoption of this Ordinance,
upon payment therefor, in accordance with the tenns of sale. The Initial Certificate shall be registered in the name
of the Initial Purchaser. The officers of the City are hereby authorized and directed to execute and deliver such
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certificates, instructions, or other instruments as are required or necessary to accomplish the purposes of this
Ordinance.
(b) Approval of Official Statement. The City hereby approves the form and content of the Official
Statement relating to the Certificates and any addenda, supplement, or amendment thereto, and approves the
distribution of such Official Statement in the reoffering of the Certificates by the Initial Purchaser in final form, with
such changes therein or additions thereto as the officer executing the same may deem advisable, such determination
to be conclusively evidenced by his execution thereof. The form and content of and the distribution and use of the
Official Statement dated March 13, 2000, prior to the date hereof is hereby ratified and confirmed. The Council
finds and determines that the Preliminary Official Statement is "deemed final" as that term is defined in 17 C.F.R.
Section 240.I5c2-I2.
(c) Legal Opinion. The Initial Purchaser's obligation to accept delivery of the Certificate is subject to its
being furnished an opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., Attorneys, such opinion to be dated and
delivered as of the date of delivery and payment for the Certificates.
(d) Registration and Delivery. Upon the registration of the Initial Certificate, the Comptroller of Public
Accounts of the State of Texas is authorized and instruct to deliver the Initial Certificate pursuant to the instruction
of the Mayor for delivery to the Initial Purchaser.
SECTION 12. CITY OFFICERS' DUTIES. (a) Issuance of Certificates. The Mayor shall submit the
Initial Certificate, the record of the proceedings authorizing the issuance of the Certificates, and any and all other
necessary orders, certificates, and records to the Attorney General of the State of Texas for his investigation. After
obtaining the approval of the Attorney General, the Mayor shall cause the Initial Certificate to be registered by the
Comptroller of Public Accounts of the State of Texas. The officers or acting officers of the City are authorized to
execute and deliver on behalf of the City such certificates and instruments as may be necessary or appropriate prior
to delivery of and payment for the Certificates to and by the Initial Purchaser.
(b) Execution of Ordinance. The Mayor and the City Secretary are authorized to execute the Certificate to
which this Ordinance is attached on behalf of the City and to do any and all things proper and necessary to carry out
the intent thereof.
SECTION 13. REMEDIES OF OWNERS. In addition to all rights and remedies of any Owner of the
Certificates provided by the laws of the State of Texas, the City covenants and agrees that in the event the City
defaults in the payment of the principal of or interest on any of the Certificates when due, fails to make the payments
required by this Ordinance to be made into the Interest and Sinking Fund, or defaults in the observance or
performance of any of the covenants, conditions, or obligations set forth in this Ordinance, the Owner of any of the
Certificates shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compeIIing and requiring
the City and other officers of the City to observe and perform any covenant, obligation, or condition prescribed in
this Ordinance. No delay or omission by any Owner to exercise any right or power accruing to such Owner upon
default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence
therein, and every such right or power may be exercised from time to time and as often as may be deemed expedient.
The specific remedies mentioned in this Ordinance shall be available to any Owner of any of the Certificates and
shall be cumulative of all other existing remedies.
SECTION 14. LOST. STOLEN. DESTROYED. DAMAGED. OR MUTILATED CERTIFICATES:
DESTRUCTION OF PAID CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate
shall become lost, stolen, destroyed, damaged, or mutilated, at the request of the Owner thereof, the City shall cause
to be executed, registered by the Paying AgentlRegistrar, and delivered a substitute Certificate of like date and tenor,
in exchange and substitution for and upon cancellation of such mutilated or damaged Certificate, or in lieu of and
substitution for such Certificate, lost, stolen, or destroyed, subject to the provisions of subsections (b), (c), (d) and
(e) of this Section.
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(b) Application and Indemnitv. Application for exchange and substitution of lost, stolen, destroyed,
damaged, or mutilated Certificates shall be made to the City. In every case the applicant for a substitute Certificate
shall furnish to the City such deposit for fees and costs as may be required by the City to save it and the Paying
AgentlRegistrar harmless from liability. In every case of loss, theft, or destruction of a Certificate, the applicant
shall also furnish to the City indemnity to the City's satisfaction and shall file with the City evidence to the City's
satisfaction of the loss, theft, or destruction and of the ownership of such Certificate. In every case of damage or
mutilation of a Certificate, the applicant shaH surrender the Certificate so damaged or mutilated to the Paying
AgentlRegistrar.
(c) Matured Certificates. Notwithstanding the foregoing provisions of this Section, in the event any such
Certificate shall have matured, and no default has occurred which is then continuing in payment of the principal of
or interest on the Certificates, the City may authorize the payment of the same (without surrender thereof except in
the case ofa damaged or mutilated Certificate) instead of issuing a substitute Certificate, ifany, provided security or
indemnity is furnished as above provided in this Section.
(d) Expenses of Issuance. Upon the issuance of any substitute Certificate, the City may charge the owner
of such Certificate with all fees and costs incurred in connection therewith. Every substitute Certificate issued
pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen, destroyed, damaged,
or mutilated shall constitute a contractual obligation of the City, whether or not the lost, stolen, destroyed, damaged,
or mutilated Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and proportionately with any and all other Certificates duly issued under this
Ordinance.
(e) Authority to Issue Substitute Certificates. This Ordinance shall constitute sufficient authority for the
issuance of any such substitute Certificate without necessity of further action by the City or any other body or
person, and the issuance of such substitute Certificates is hereby authorized, notwithstanding any other provisions of
this Ordinance.
(f) Destruction of Paid Certificates. At any time subsequent to the payment thereof, the Paying
AgentlRegistrar is authorized to cancel and destroy any Certificates duly paid, and promptly after any such
destruction, the Paying AgentlRegistrar shall furnish to the City a certificate evidencing such destruction.
SECTION 15. REDEMPTION. The Certificates are subject to optional redemption as described in the
FORM OF CERTIFICATES in Section 3 of this Ordinance.
SECTION 16. DEFEASANCE. Any Certificate shall be deemed to be paid and shall no longer be
considered to be a "Certificate" within the meaning of this Ordinance when payment of the principal of and the
premium, if any, on such Certificate, plus interest thereon to the due date thereof (whether such due date be by
reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms
thereof or (ii) shall have been provided for by depositing with an escrow agent (the "Escrow Agent"), for such
payment, (a) money sufficient to make such payment or (b) Governmental Obligations certified by an independent
public accounting firm of national reputation to be of such maturities and interest payment dates and to bear such
interest as will, without further investment or reinvestment of either the principal amount thereof or the interest
earning therefrom (likewise to be held in trust and committed, except as hereinafter provided), be sufficient to make
such payment or (c) a combination of money and Governmental Obligations together so certified to be sufficient;
provided, however, that all the expenses pertaining to the Certificates with respect to which such deposit is made
shall have been paid or the payment thereof provided for to the satisfaction of the Escrow Agent. Notwithstanding
anything herein to the contrary, no such deposit shall have the effect described in this Section if made during the
subsistence of a default in the payment of any Certificate unless made with respect to all of the Certificates then
outstanding. Any money and Governmental Obligations deposited for such purpose shall be held by the Escrow
Agent in a segregated account in trust or escrow for the Owners with respect to which such deposit is made and,
together with any investment income therefrom, shall be disbursed solely to pay the principal of and interest on such
Certificates when due. No money or Governmental Obligations so deposited shall be invested or reinvested unless
in Governmental Obligations and unless such money and Governmental Obligations not invested and such new
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investments are together certified by an independent public accounting finn of national reputation to be of such
amounts, maturities, and interest payment dates and to bear such interest as will, without further investment or
reinvestment of either the principal amount thereof or the interest earnings therefrom, be sufficient to make such
payment. At such times as a Certificate shall be deemed to be paid hereunder, as aforesaid, they shall no longer be
entitled to the benefits of this Ordinance, except for the purposes of any such payment from such money or
Governmental Obligations.
SECTION 17. ORDINANCE A CONTRACT: AMENDMENTS. This Ordinance shall constitute a
contract with the Owners, from time to time, of the Certificates, binding on the City and its successors and assigns,
and shall not be amended or repealed by the City as long as any Certificate remains outstanding except as pennitted
in this Section. The City may, without the consent of or notice to any Owners, amend, change, or modify this
Ordinance as may be required (i) by the provisions hereof, (ii) in connection with the adoption of any Parity Bonds
Ordinances, (Hi) for the purpose of curing any ambiguity, inconsistency, or fonnal defect or omission herein, or (iv)
in connection with any other change which is not to the prejudice of the Owners. The City may, with the written
consent of the Owners ofa majority in aggregate principal amount of Certificates then outstanding affected thereby,
amend, change, modify, or rescind any provisions of this Ordinance; provided, however, that without the consent of
all of the Owners affected, no such amendment, change, modification, or rescission shall (i) extend the time or times
of payment of the principal of and interest on the Certificates, reduce the principal amount thereof to the rate of
interest thereon, or in any other way modify the tenns of payment of the principal of or interest on bonds or
certificates on a parity with the lien of the Certificates, (ii) give any preference of any Certificate over any other
Certificate, (Hi) extend any waiver of default to subsequent defaults, or (iv) reduce the aggregate principal amount of
Certificates required for consent to any such amendment, change, modification, or rescission. When the City desires
to make any amendment or addition to or rescission of this Ordinance requiring consent of the Owners, the City
shall cause notice of the amendment, addition, or rescission to be given as described above for a notice of
redemption. When at any time within one year after the date of the giving of such notice, the City shall receive an
instrument or instruments in writing executed by the appropriate number of Owners of the Certificates then
outstanding affected by any such amendment, addition, or rescission requiring the consent of Owners, which
instrument or instruments shall refer to the proposed amendment, addition, or rescission described in such notice and
shall specifically consent to and approve the adoption thereof in substantially the fonn of the copy thereof referred
to in such notice, thereupon, but not otherwise, the City may adopt such amendment, addition, or rescission in
substantially such fonn, except as herein provided. No Owner may thereafter object to the adoption of such
amendment, addition, or rescission, or to any of the provisions thereof, and such amendment, addition, or rescission
shall be fully effective for all purposes.
SECTION 18. CONTINUING DISCLOSURE. (a) Annual Reports. The City shall provide annually to
each nationally-recognized municipal securities infonnation repository ("NRMSIR") and to any state infonnation
depository ("SID"), within six months after the end of each fiscal year ending in or after 2000, financial infonnation
and operating data with respect to the City of the general type included in the final Official Statement authorized by
Section 15 of this Ordinance, being the infonnation described in Exhibit B hereto. Any financial statements so to be
provided shall be (I) prepared in accordance with the accounting principles described in Exhibit B hereto and (2)
audited, if the City commissions an audit of such statements and the audit is completed within the period during
which they must be provided. If the audit of such fmancial statements is not complete within such period, the City
shall provide audited fmancial statements for the applicable fiscal year to each NRMSIR and any SID when and if
the audit report on such statements becomes available.
If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial
infonnation and operating data pursuant to this Section.
The financial infonnation and operating data to be provided pursuant to this Section may be set forth in full
in one or more documents or may be included by specific reference to any document (including an official statement
or other offering document) if it is available from the Municipal Securities Rulemaking Board (the "MSRB") that
theretofore has been provided to each NRMSIR and any SID or filed with the Securities and Exchange Commission
(the "SEC").
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(b) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a
timely manner, of any of the following events with respect to the Certificates, if such event is material within the
meaning of the federal securities laws: (i) principal and interest payment delinquencies; (ii) non-payment related
defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on
credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure
to perform; (vi) adverse tax opinions or events affecting the tax-exempt status of the Certificates; (vii) modifications
to rights of holders of the Certificates; (viii) calls; (ix) defeasances; (x) release, substitution, or sale of property
securing repayment of the Certificates; and (xi) rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by
the City to provide financial information or operating data in accordance with this Section by the time required by
this Section.
(c) Limitations. Disclaimers. and Amendments. The City shall be obligated to observe and perform the
covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person"
with respect to the Certificates within the meaning of SEC Rule 15c2-12 (the "Rule"), except that the City in any
event will give notice of any deposit made in accordance with Section 17 above that causes the Certificates no
longer to be outstanding and any call of Certificates made in connection therewith.
The provisions of this Section are for the sole benefit of the Owners and beneficial owners of the
Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right,
remedy, or claim hereunder to any other person. The City undertakes to provide only the fmancial information,
operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section
and does not hereby undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update any information
provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make
any representation or warranty concerning such information or its usefulness to a decision to invest in or sell
Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER OR BENEFICIAL
OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES
RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR
WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY
RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall comprise a breach
of or default under this Ordinance for purposes of any other provisions of this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City
under federal and state securities laws.
The provisions of this Section may be amended, supplemented, or repealed by the City from time to time
under the following circumstances, but not otherwise: (I) to adapt to changed circumstances that arise from a change
in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, if
the provisions of this Section, as so supplemented or amended, would have permitted an underwriter to purchase or
sell Certificates in the present offering in compliance with the Rule and either the Owners of a majority in aggregate
principal amount of the outstanding Certificates consent to such amendment, supplement, or repeal, or any State
agency or official determines that such amendment, supplement, or repeal will not materially impair the interests of
the beneficial owners of the Certificates, (2) upon repeal of the applicable provisions of the Rule, or any judgment
by a court of fmal jurisdiction that such provisions are invalid, or (3) in any other circumstance or manner permitted
by the Rule.
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SECTION 19. BOOK-ENTRY ONLY SYSTEM. It is intended that the Certificates initially be registered
so as to participate in a securities depository system (the "DTC System") with The Depository Trust Company, New
York, New York, or any successor entity thereto ("DTC"), as set forth herein. The definitive Certificates shall be
issued in the form of a separate single definitive Certificate for each maturity. Upon issuance, the ownership of each
such Certificate shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the outstanding
Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying
AgentlRegistrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with
OTC as shall be necessary to effectuate the DTC System, including a "Letter of Representation" (the
"Representation Letter").
With respect to the Certificates registered in the name of Cede & Co., as nominee of DTC, the City and the
Paying AgentlRegistrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial
institution for which DTC holds the Certificates from time to time as securities depository (a "Oepository
Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Certificates
(an "Indirect Participant"). Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Cede & Co., or any Oepository Participant with respect to any ownership interest in the Certificates, or (ii) the
delivery to any Depository Participant or any Indirect Participant or any other Person, other than a registered owner
of a Certificate, of any amount with respect to principal of, premium, if any, or interest on the Certificates. While in
the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a
Certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest
pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that
OTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this
Ordinance with respect to interest checks or drafts being mailed to the holder, the word "Cede & Co." in this
Ordinance shall refer to such new nominee ofDTC.
In the event that (a) the City determines that DTC is incapable of discharging its responsibilities described
herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC
or the City determines that it is in the best interest of the beneficial owners of the Certificates that they be able to
obtain certificated Certificates, the City shall notify the Paying Agent/Registrar, DTC, and Depository Participants
of the availability within a reasonable period of time through DTC of certificated certificates, and the Certificates
shall no longer be restricted to being registered in the name of Cede & Co., as nominee of OTC. At that time, the
City may determine that the Certificates shall be registered in the name of and deposited with a successor depository
operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee,
and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the
Certificates may be registered in whatever names the registered owners of Certificates transferring or exchanging the
Certificates shall designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is
registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if
any, and interest on such Certificate and all notices with respect to such Certificate shall be made and given,
respectively, in the manner provided in the Representation Letter.
SECTION 20. OTHER DOCUMENTS. The Mayor and the City Secretary are hereby authorized to
execute and attest to such other documents, certificates, letters of instruction, tax information forms, and other
agreements of any kind which, in the opinion of Bond Counsel, are necessary or advisable in order to issue the
Certificates and verify that the interest on the Certificates will be exempt from gross income of the holders thereof
under current federal tax law.
SECTION 21. FURTHER PROCEDURES. The Mayor and the City Secretary, and all other officers,
employees, attorneys, and agents of the City and each of them, shall be and they are hereby expressly authorized,
empowered, and directed from time to time and at any time to do and perform all such acts and things and to
execute, acknowledge, and deliver in the name and under the seal and on behalf of the City, all such instruments,
whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of
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this Ordinance, the Certificates, and the Official Statement. In case any officer whose signature shall appear on any
Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be
valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Prior to
the initial delivery of the Certificates, the Mayor and the City Secretary and Bond Counsel to the City are hereby
authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the
instruments authorized by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or
more completely document the transactions contemplated and approved by this Ordinance, (ij) obtain a rating from
any of the national bond rating agencies, or (Hi) obtain the approval of the Certificates by the Texas Attorney
General's office.
SECTION 22. MISCELLANEOUS PROVISIONS. (a) Titles Not Restrictive. The titles assigned to the
various sections of this Ordinance are for convenience only and shall not be considered restrictive of the subject
matter of any section or of any part of this Ordinance.
(b) Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict or
inconsistent with any provision of this Ordinance are hereby repealed and declared to be inapplicable, and the
provisions of this Ordinance shall be and remain controlling as to the matters prescribed herein.
(c) Severabilitv. If any word, phrase, clause, paragraph, sentence, part, portion, or provision of this
Ordinance or the application thereof to any person or circumstances shall be held to be invalid, the remainder of this
Ordinance shall nevertheless be valid and the City hereby declares that this Ordinance would have been enacted
without such invalid word, phrase, clause, paragraph, sentence, part, portion, or provisions.
(d) Governing: Law. This Ordinance shall be construed and enforced in accordance with the laws of the
State of Texas.
(e) Open Meeting:. The City officially finds and detennines the meeting at which this Ordinance is adopted
was open to the public and that public notice of the time, place, and purpose of such meeting was given, all as
required by Chapter 551, Texas Government Code.
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(t) Effective Date. This Ordinance shall take effect and be in full force and effect from and after the date of
its passage, and it is so ordained.
PASSED AND APPROVED this March 27, 2000.
A TIEST:
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EXHIBIT A
PAYING AGENT/REGlSTRAR AGREEMENT
THIS PAYING AGENT/REGlSTRAR AGREEMENT entered into as of March 15, 2000 (the
"Agreement"), by and between the CITY OF LA PORTE, TEXAS (the "Issuer"), and CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, a banking association duly organized and existing under the laws of the United States
of America (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of La Porte, Texas
Certificates of Obligation, Series 2000" (the "Securities"), such Securities to be issued in fully registered form only
as to the payment of principal and interest thereon;
WHEREAS, the Securities are scheduled to be delivered to the initial purchaser thereof as provided in the
"Ordinance" (hereinafter defined);
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the
payment of the principal of, premium, if any, and interest on the Securities and with respect to the registration,
transfer, and exchange thereof by the registered owners thereof;
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full
power and authority to perform and serve as Paying Agent/Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE I. APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to
the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer
the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered
owners thereof, all in accordance with this Agreement and the Ordinance.
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the
Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of
said Securities and with respect to the transfer and exchange thereof as provided herein and in the Ordinance.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the
Securities.
Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the
Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year
of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for
services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days
prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal
Year.
In addition, the Issuer 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).
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ARTICLE II. 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 designated principal corporate trust office of the Bank as indicated on the
signature page hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office.
"Bank Principal Payment Office" means Dallas, Texas.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person in whose name a Security is registered in the
Security Register.
"Issuer Request" and "Issuer Ordinance" means a written request or order signed in the name of the Issuer
by the Mayor of the Issuer, the Director of Finance of the Issuer, the City Manager, or the City Secretary of the
Issuer, anyone or more of said officials, delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Ordinance" mean the ordinance of the governing body of the Issuer pursuant to which the Securities are
issued, certified by the City Secretary or any other officer of the Issuer and delivered to the Bank.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous Security evidencing all or a
portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition,
any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered
in lieu thereof pursuant to Section 4.06 hereof and the Ordinance).
"Redemption Date" when used with respect to any Security to be redeemed means the date fixed for such
redemption pursuant to the terms of the Ordinance.
"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, 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 ofand familiarity with the particular subject.
"Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the
registration and transfer of the Securities.
"Stated Maturity" means the date specified in the Ordinance the principal of a Security is scheduled to be
due and payable.
Section 2.02. Other Definitions. The terms "Bank," Issuer," and "Securities (Security)" have the
meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying AgentlRegistrar" refers to the Bank in the performance of the duties and functions of this
Agreement.
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ARTICLE Ill. PAYING AGENT
Section 3.01. Duties of Pavine Aeent. As Paying Agent, the Bank shall, provided adequate collected
funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the
principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon
surrender of the Security to the Bank at the Bank Principal Payment 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 Issuer, pay on behalf of the Issuer the interest on each Security when due, by
computing the amount of interest to be paid each Holder and preparing and sending checks by United States Mail,
frrst class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor Securities) on
the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable to
the Bank, requested in writing by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on
the Securities on the dates specified in the Ordinance.
ARTICLE IV. REGISTRAR
Section 4.01. Security Reeister - Transfers and Exchanees. The Bank agrees to keep and maintain for
and on behalf of the Issuer at the Bank Principal Payment Office books and records (herein sometimes referred to as
the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer,
exchange, and replacement of the Securities, and the payment of the principal of and interest on the Securities to the
Holders and containing such other information as may be reasonably required by the Issuer and subject to such
reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacement of
Securities shall be noted in the Security Register. A copy of the Security Register will be maintained at the offices
of the Bank's agent in Houston, Texas.
Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written
instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a
member of the National Association of Securities Dealers, in fonn satisfactory to the Bank, duly executed by the
Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer,
or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange
or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities
delivered to the Holder or the assignee of the Holder in not more than three business days after the receipt of the
Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange
duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
AgentlRegistrar.
Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate
transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in
safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in
safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political
subdivisions or corporations for which it serves as registrar, or that is maintained for its own securities.
Section 4.03. Form of Security Reeister. The Bank, as Registrar, will maintain the Security Register
relating to the registration, payment, transfer, and exchange of the Securities 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 Security
Register in any fonn other than those which the Bank has currently available and currently utilizes at the time.
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The Security 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 Security Holders. The Bank will provide the Issuer at any time requested by the
Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer
may also inspect the information contained in the Security 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.
Unless required by law, the Bank will not release or disclose the contents of the Security Register to any
person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt
ofa court order or as otherwise required by law. Upon receipt ofa court order and prior to the release or disclosure
of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order
or such release or disclosure of the contents of the Security Register.
Section 4.05. Return of Cancelled Certificates. All Securities surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it and, if surrendered
to the Issuer, shall be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank.
The Issuer may at any time deliver to the Bank for cancellation any Securities previously authenticated and
delivered which the Issuer may have acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Bank. All cancelled Securities held by the Bank shall be destroyed, and evidence of such
destruction furnished to the Issuer at such reasonable intervals as it determines subject to applicable rules and
regulations of the Securities and Exchange Commission.
Section 4.06. Mutilated, Destroved. Lost. or Stolen Securities. The Issuer hereby instructs the Bank,
subject to the applicable provisions of the Ordinance, to deliver and issue Securities in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an over issuance.
In case any Security shall be mutilated, or destroyed, lost, or stolen, the Bank, in its discretion, may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not
contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in
substitution for such destroyed lost or stolen Security, only after (i) the filing by the Holder thereof with the Bank of
evidence satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity of the
ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer
and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation,
execution, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or
destroyed, lost, or stolen.
Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of
written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section
3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and
Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06.
Section 4.08. Redemption of Securities. Securities which are redeemable before their stated maturity shall
be redeemable in accordance with Section 3 of the Ordinance and terms in accordance with this Article IV.
Section 4.09. Notice of Redemption. Notice of redemption shall be given by the Bank in the name at the
expense of the Issuer not less than 30 or more than 45 days prior to the date of redemption, to each Registered
Owner of Securities to be redeemed and otherwise required by the Ordinance.
All notices of redemption shall include the CUSIP number and statement as to:
(a) the date of redemption;
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(b) the price of the Securities expressed as a percentage of par amount of the Securities;
(c) the principal amount of Securities to be redeemed, and, if less than all outstanding Securities are to be
redeemed, the identification (and, in case of partial redemption, the principal amounts) of the Securities to be
redeemed;
(d) that on the date of redemption the principal of each of the Securities to be redeemed will become due
and payable and that the interest thereon shall cease to accrue from and after said date; and
(e) that the Securities to be redeemed are to be surrendered for payment of the price stated in the notice of
redemption at the designated principal payment office of the Bank, and the address of such office.
The Bank shall, at the expense of the Issuer, provide notice to designated securities depositories and
information services based upon the then current guidelines of the Securities and Exchange Commission relating to
redemptions and refundings of municipal bonds, including the Securities. The Bank, at the expense of the Issuer,
shall also provide notice to any other addressees as the Issuer shall designate in writing.
ARTICLE V. 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 conclusively rely, as to the truth of the
statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shaH not be liable for any error of judgment made in good faith by a Responsible Officer,
unless it shaH be proved that the Bank was negligent in ascertaining the pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise
incur any fmancial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
satisfactory to it against such risks or liability is not assured to it.
(d) 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 believed by it to be genuine and to have been signed or presented by the proper party or
parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any
Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. 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 Issuer.
(e) The Bank may consult with counsel, and the written advice of such counselor any opinion of counsel
shall be fuH and complete authorization and protection with respect to any action taken, suffered, or omitted by it
hereunder in good faith and in reliance thereon.
(t) 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 Issuer. The recitals contained herein with respect to the Issuer and in the
Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness.
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The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other
Person for any amount due on any Security from its own funds.
Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were
not the Paying AgentlRegistrar, or any other agent.
Section 5.05. Money Held by Bank. (a) Money held by the Bank hereunder shall be held for the benefit
of the Registered Owners of the Securities.
(b) The Bank shall be under no obligation to pay interest on any money received by it hereunder.
(c) Except to the extent provided otherwise in the Ordinance, any money deposited with the Bank for the
payment of the principal on, redemption premium, if any, or interest on any security and remaining unclaimed for
three years after the dates such amounts have become due and payable shall be reported and disposed of by the Bank
in accordance with the provisions of Title 6 of the Texas Property Code, as amended, to the extent that such
provisions are applicable to such amounts.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demands, or
controversy over its person as well as funds on deposit, in either the District Court of Harris County, Texas, or the
United States Federal District Court for the Southern District of Texas, waive personal service of any process, and
agree that service of process by certified or registered mail, return receipt requested, to the address set forth in
Section 6.03 hereof shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the
right to file a Bill of Interpleader in any court of competent jurisdiction, at the expense of the Issuer, to determine the
rights of any persons claiming any interest herein.
Section 5.06. Indemnification. To the extent permitted by law, the Issuer 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,
arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and
expense against any claim or liability in connection with the exercise or performance of any of its powers or duties
under this Agreement.
Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any
adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State
District Court located in the State and County where either the Bank Office or the administrative offices of the
Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the
address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank
further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to
determine the rights of any Person claiming any interest herein.
Section 5.08. Depositorv Trust Company Services. It is hereby represented and warranted that, in the
event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent
depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will
comply with the "Operational Arrangements," effective August I, 1987, which establishes requirements for
securities to be eligible for such type depository trust services, including, but not limited to, requirements for the
timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls.
ARTICLE VI. 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. Assilmment. This Agreement may not be assigned by either party without the prior written
consent of the other.
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Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other
document provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement.
Section 6.04. Effect of Headine:s. The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.
Section 6.05. Successors and Assie:ns. All covenants and agreements herein by the Issuer shall bind its
successors and assigns, whether so expressed or not.
Section 6.06. Severabilitv. In case any provision herein shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.
Section 6.07. Benefits of Ae:reement. Nothing herein, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim
hereunder.
Section 6.08. Entire Ae:reement. This Agreement and the Ordinance constitute the entire agreement
between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between
this Agreement and the Ordinance, the Ordinance shall govern.
Section 6.09. Counteroarts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same Agreement.
Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal
of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon 60 days
written notice; provided, however, an early termination of this Agreement by either party shall not be effective until
(a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b)
notice has been given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar.
Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement
shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security
Register (or a copy thereot), together with other pertinent books and records relating to the Securities, to the
successor Paying Agent/Registrar designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect
following the termination of this Agreement.
Section 6.11. Governine: Law. This Agreement shall be construed in accordance with and governed by the
laws of the State of Texas.
(Remainder of this page intentionally left blank.)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
Attest:
By
By
Title
Title
Address: 600 Travis, Suite 1150
Houston, Texas 77002
(BANK SEAL)
Attest:
CITY OF LA PORTE, TEXAS
By
By
City Secretary
Mayor
Address 604 West Fairmont
La Porte, Texas 77571
(ISSUER SEAL)
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SCHEDULE A
Paying Agent/Registrar Fee Schedule
(To be furnished by the Bank)
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EXHIBIT B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Ordinance.
Annual Financial Statements and Operating Data
The fmancial information and operating data with respect to the City to be provided annually in accordance
with such Section are as specified and included in the Appendix or under the headings of the Official Statement
referred to below:
1. The audited financial statements of the City for the most recently concluded fiscal year.
2. The information included in the Official Statement under the headings "FINANCIAL
INFORMATION", "TAX COLLECTION PERIOD", "TAX COLLECTION RECORD", "TAX RATE
LIMITATIONS", "TAX RATE DISTRIBUTION", "TAX ADEQUACY", "CITY SALES TAX", "GENERAL
OBLIGATION BONDS AUTHORIZED BUT UNISSUED", "RATINGS ON OUTSTANDING GENERAL
OBLIGATIONS BONDS", "FLOATING DEBT OUTSTANDING", "PRINCIPAL TAXPAYERS",
"OVERLAPPING TAX RATE STATEMENT", "ESTIMATED DIRECT & OVERLAPPING DEBT
STATEMENT", "HISTORY OF GENERAL FUND REVENUE AND EXPENDITURES", and "REVENUE
BONDS AUTHORIZED BUT UNISSUED".
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the notes to
the financial statements referred to in paragraph I above, as such principles may be changed from time to time to
comply with state law or regulation.
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CERTIFICATE FOR ORDINANCE
We, the undersigned Mayor and City Secretary of the City of La Porte, Texas (the "City"), hereby
certify as follows:
1. The City Council of the City (the "Council") convened in regular session, open to the public,
on March 27, 2000, at the meeting place designated in the notice (the "Meeting"), and the roll was called
of the members, to wit: Norman Malone, Mayor, and the following City Councilmembers: Chuck
Engelken, Alton Porter, Guy Sutherland, Edward Clarke, Howard Ebow, Charlie Young, Deotis Gay, and
Peter Griffiths. All members of the Council were present, except ,
constituting a quorum. Whereupon among other business, the following was transacted at the Meeting: a
written ordinance entitled
ORDINANCE AUTHORIZING TIIE ISSUANCE OF $3,000,000 CITY OF LA PORTE,
TEXAS CERTIFICATES OF OBLIGATION, SERIES 2000 AND OTIIER MATTERS
RELATED TIIERETO
(the "Qrdinance") was duly introduced for the consideration of the Council and read in full. It was then
duly moved and seconded that the Ordinance be finally passed and adopted; and after due discussion,
such motion, carrying with it the adoption of the Ordinance prevailed and carried by the following vote:
YES:!i- NOES:-1Q. ABSTENTIONS:~.
2. A true, full, and correct copy of the Ordinance adopted at the Meeting is attached to and
follows this Certificate; the Ordinance has been duly recorded in the Council's minutes of the Meeting;
the above and foregoing paragraph is a true, full, and correct excerpt from the Council's minutes of the
Meeting pertaining to the adoption of the Ordinance; the persons named in the above and foregoing
paragraph are duly chosen, qualified, and acting officers and members of the Council as indicated therein;
each of the officers and members of the Council was duly and sufficiently notified officially and
personally, in advance, of the time, place, and purpose of the Meeting, and that the Ordinance would be
introduced and considered for adoption at the Meeting and each of such officers and members consented,
in advance, to the holding of the Meeting for such purpose; and the Meeting was open to the public, and
public notice of the time, place, and purpose of the Meeting was given, all as required by Chapter 551,
Texas Government Code, as amended. .
3. Martha Gillett is the duly appointed and acting City Secretary of the City.
SIGNED AND SEALED TIllS March 27, 2000.
~ J4jL/Ji
City ecretary
City of La Porte, Texas
4rA.~?
City of La Porte, Texas
(CITY SEAL)
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PAYING AGENTIREGlSTRAR AGREEMENT
THIS PAYING AGENTIREGlSTRAR AGREEMENT entered into as of March IS, 2000 (the
"Agreement"), by and between the CITY OF LA PORTE, TEXAS (the "Issuer"), and CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, a banking association duly organized and existing under the laws of the United States
of America (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of La Porte, Texas
Certificates of Obligation, Series 2000" (the "Securities"), such Securities to be issued in fully registered fonn only.
as to the payment of principal and interest thereon;
WHEREAS, the Securities are scheduled to be delivered to the initial purchaser thereof as provided in the
"Ordinance" (hereinafter defmed);
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the
payment of the principal of, premium, if any, and interest on the Securities and with respect to the registration,
transfer, and exchange thereof by the registered owners thereof;
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full
power and authority to perfonn and serve as Paying Agent/Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE I. APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to
the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer
the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered
owners thereof, all in accordance with this Agreement and the Ordinance.
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the
Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of
said Securities and with respect to the transfer and exchange thereof as provided herein and in the Ordinance.
The Bank hereby accepts its appoinbnent, and agrees to serve as the Paying Agent and Registrar for the
Securities.
Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the
Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year
of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for
services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days
prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal
Year.
In addition, the Issuer 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).
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ARTICLE II. 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 designated principal corporate trust office of the Bank as indicated on the
signature page hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office.
"Bank Principal Payment Office" means Dallas, Texas.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person in whose name a Security is registered in the
Security Register.
"Issuer Request" and "Issuer Ordinance" means a written request or order signed in the name of the Issuer
by the Mayor of the Issuer, the Director of Finance of the Issuer, the City Manager, or the City Secretary of the
Issuer, anyone or more of said officials, delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Ordinance" mean the ordinance of the governing body of the Issuer pursuant to which the Securities are
issued, certified by the City Secretary or any other officer of the Issuer and delivered to the Bank.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous Security evidencing all or a
portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this defmition,
any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered
in lieu thereof pursuant to Section 4.06 hereof and the Ordinance).
"Redemption Date" when used with respect to any Security to be redeemed means the date fixed for such
redemption pursuant to the terms of the Ordinance.
"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, 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.
"Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the
registration and ~sfer of the Securities.
"Stated Maturity" means the date specified in the Ordinance the principal of a Security is scheduled to be
due and payable.
Section 2.02. Other Definitions. The terms "Bank," Issuer," and "Securities (Security)" have the
meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of this
Agreement.
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ARTICLE III. PAYING AGENT
Section 3.01. Duties of Pavinl! Al!ent. As Paying Agent, the Bank shall, provided adequate collected
funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the
principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon
surrender of the Security to the Bank at the Bank Principal Payment 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 Issuer, pay on behalf of the Issuer the interest on each Security when due, by
computing the amount of interest to be paid each Holder and preparing and sending checks by United States Mail,
fIrst class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor Securities) on
the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable to
the Bank, requested in writing by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on
the Securities on the dates specifIed in the Ordinance.
ARTICLE IV. REGISTRAR
Section 4.01. Securitv Rel!ister - Transfers and Exchanl!es. The Bank agrees to keep and maintain for
and on behalf of the Issuer at the Bank Principal Payment Office books and records (herein sometimes referred to as
the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer,
exchange, and replacement of the Securities, and the payment of the principal of and interest on the Securities to the
Holders and containing such other infonnation as may be reasonably required by the Issuer and subject to such
reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacement of
Securities shall be noted in the Security Register. A copy of the Security Register will be maintained at the offices
of the Bank's agent in Houston, Texas.
Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written
instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a
member of the National Association of Securities Dealers, in fonn satisfactory to the Bank, duly executed by the
Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer,
or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange
or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities
delivered to the Holder or the assignee of the Holder in not more than three business days after the receipt of the
Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange
duly executed by the Holder, or his duly authorized agent, in fonn and manner satisfactory to the Paying
Agent/Registrar .
Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate
transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in
safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in
safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political
subdivisions or corporations for which it serves as registrar, or that is maintained for its own securities.
Section 4.03. Form of Security Rel!ister. The Bank, as Registrar, will maintain the Security Register
relating to the registration, payment, transfer, and exchange of the Securities 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 Security
Register in any fonn other than those which the Bank has currently available and currently utilizes at the time.
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The Security 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 Security Holders. The Bank will provide the Issuer at any time requested by the
Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer
may also inspect the information contained in the Security 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.
Unless required by law, the Bank will not release or disclose the contents of the Security Register to any
person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt
of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure
of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order
or such release or disclosure of the contents of the Security Register.
Section 4.05. Return of Cancelled Certificates. All Securities surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it and, if surrendered
to the Issuer, shall be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank.
The Issuer may at any time deliver to the Bank for cancellation any Securities previously authenticated and
delivere~ which the Issuer may have acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Bank. All cancelled Securities held by the Bank shall be destroyed, and evidence of such
destruction furnished to the Issuer at such reasonable intervals as it determines subject to applicable rules and
regulations of the Securities and Exchange Commission.
Section 4.06. Mutilated. Destroved. Lost. or Stolen Securities. The Issuer hereby instructs the Bank,
subject to the applicable provisions of the Ordinance, to deliver and issue Securities in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an over issuance.
In case any Security shall be mutilated, or destroyed, lost, or stolen, the Bank, in its discretion, may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not
contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in
substitution for such destroyed lost or stolen Security, only after (i) the tiling by the Holder thereof with the Bank of
. evidence satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity of the
ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer
and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation,
execution, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or
destroyed, lost, or stolen.
Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of
written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section
3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and
Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06.
Section 4.08. RedemDtion of Securities. Securities which are redeemable before their stated maturity shall
be redeemable in accordance with Section 3 of the Ordinance and terms in accordance with this Article IV.
Section 4.09. Notice of RedemDtion: Notice of redemption shall be given by the Bank in the name at the
expense of the Issuer not less than 30 or more than 4S days prior to the date of redemption, to each Registered
Owner of Securities to be redeemed and otherwise required by the Ordinance.
All notices of redemption shall include the CUSIP number and statement as to:
(a) the date of redemption;
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(b) the price of the Securities expressed as a percentage of par amount of the Securities;
(c) the principal amount of Securities to be redeemed, and, if less than all outstanding Securities are to be
redeemed, the identification (and, in case of partial redemption, the principal amounts) of the Securities to be
redeemed;
(d) that on the date of redemption the principal of each of the Securities to be redeemed will become due
and payable and that the interest thereon shall cease to accrue from and after said date; and
( e) that the Securities to be redeemed are to be surrendered for payment of the price stated in the notice of
redemption at the designated principal payment office of the Bank, and the address of such office.
The Bank shall, at the expense of the Issuer, provide notice to designated securities depositories and
infonnation services based upon the then current guidelines of the Securities and Exchange Commission relating to
redemptions and refundings of municipal bonds, including the Securities. The Bank, at the expense of the Issuer,
shall also provide notice to any other addressees as the Issuer shall designate in writing.
ARTICLEV. THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to perfonn the duties set forth herein and agrees to
use reasonable care in the perfonnance thereof.
Section 5.02. Reliance on Documents. Etc. (a) The Bank may conclusively rely, as to the truth of the
statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer,
unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise
incur any fmancialliability for perfonnance of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
satisfactory to it against such risks or liability is not assured to it.
(d) 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 believed by it to be genuine and to have been signed or presented by the proper party or
parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any
Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. 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 Issuer.
(e) The Bank may consult with counsel, and the written advice of such counselor any opinion of counsel
shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it
hereunder in good faith and in reliance thereon. .
(t) The Bank may exercise any of the powers hereunder and perfonn any duties hereunder either directly or
by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the
Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other
Person for any amount due on any Security from its own funds.
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Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were
not the Paying AgentlRegistrar, or any other agent.
Section 5.05. Money Held by Bank. (a) Money held by the Bank hereunder shall be held for the benefit
of the Registered Owners of the Securities.
(b) The Bank shall be under no obligation to pay interest on any money received by it hereunder.
(c) Except to the extent provided otherwise in the Ordinance, any money deposited with the Bank for the
payment of the principal on, redemption premium, if any, or interest on any security and remaining unclaimed for
three years after the dates such amounts have become due and payable shall be reported and disposed of by the Bank
in accordance with the provisions of Title 6 of the Texas Property Code, as ~ended, to the extent that such
provisions are applicable to such amounts.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demands, or
controversy over its person as well as funds on deposit, in either the District Court of Harris County, Texas, or the
United States Federal District Court for the Southern DistrJct of Texas, waive personal service of any process, and
agree that service of process by certified or registered mail, return receipt requested, to the address set forth in
Section 6.03 hereof shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the
right to file a Bill of Interpleader in any court of competent jurisdiction, at the expense of the Issuer, to detennine the
rights of any persons claiming any interest herein.
Section 5.06. Indemnification. To the extent pennitted by law, the Issuer agrees to indemnify the Bank
for, and hold it hannless against, any loss, liability, or expense incurred without negligence or bad faith on its part,
arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and
expense against any claim or liability in connection with the exercise or perfonnance of any of its powers or duties
under this Agreement.
Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any
adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State
District Court located in the State and County where either the Bank Office or the administrative offices of the
Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the
address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank
further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to
detennine the rights of any Person claiming any interest herein.
Section 5.08. Deoositorv Trust Comoanv Services. It is hereby represented and warranted that, in the
event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent
depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will
comply with the "Operational Arrangements," effective August 1, 1987, which establishes requirements for
securities to be eligible for such type depository trust services, including, but not limited to, requirements for the
timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls.
ARTICLE VI. 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. Assilmment. 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 pennitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement.
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Section 6.04. Effect of Headines. The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.
Section 6.05. Successors and Assiens. All covenants and agreements herein by the Issuer shall bind its
successors and assigns, whether so expressed or.not.
Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired
~~ .
Section 6.07. Benefits of Ae:reement. Nothing herein, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim
hereunder.
Section 6.08. Entire Aereement. This Agreement and the Ordinance constitute the entire agreement
between the parties hereto relative to the Bank acting as Paying AgentlRegistrar and if any conflict exists between
this Agreement and the Ordinance, the Ordinance shall govern.
Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same Agreement.
Section 6.10. Termination. This Agreement will tenninate (i) on the date of final payment of the principal
of and interest on the Securities to the Holders thereof or (ii) may be earlier tenninated by either party upon 60 days
written notice; provided, however, an early tennination of this Agreement by either party shall not be effective until
(a) a successor Paying AgentlRegistrar has been appointed by the Issuer and such appointment accepted and (b)
notice has been given to the Holders of the Securities of the appointment of a successor Paying AgentlRegistrar.
Furthennore, the Bank and Issuer mutually agree that the effective date of an early tennination of this Agreement
shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities.
Upon an early tennination of this Agreement, the Bank agrees to promptly transfer and deliver the Security
Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the
successor Paying AgentlRegistrar designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect
following the tennination of this Agreement.
Section 6.11. Governine Law. This Agreement shaIl be construed in accordance with and governed by the
laws of the State of Texas.
(Remainder of this page intentionaIly left blank.)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.
CHASE BANK OF TEXAS,
NA nONAL ASSOCIA nON
Attest:
By
By
Title
Title
Address: 600 Travis, Suite 1150
Houston, Texas 77002
(BANK SEAL)
Attest:
CITY OF LA PORTE, TEXAS
By/h:~~~
Address 604 West Fairmont
La Porte, Texas 77571
(ISSUER SEAL)
EXECUTION PAGE OF PAYING AGENT/REGISTRAR AGREEMENT
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GENERAL CERTIFICATE
We, the undersigned Mayor and City Secretary, respectively, of the City of La Porte, Texas (the "City"),
hereby certify as follows:
1. This certificate is executed for and on behalf of the City for the benefit of the Attorney General of the
State of Texas and the owners of the CITY OF LA PORTE, TEXAS CERTIFICATES OF OBLIGATION, SERIES
2000, dated March 15, 2000, in the principal amount of $3,000,000 (the "Certificates"), authorized by an ordinance
passed by the City Council of the City on March 27, 2000 (the "Ordinance").
2. The City is a duly incorporated home role city, having a population of more than 5,000, operating and
existing under the Constitution and laws of the State of Texas and the duly adopted Home Rule Charter of the City,
which Charter has not been changed or amended since the issuance of the most recent obligations by the City
entitled "City of La Porte, Texas General Obligation Bonds, Series 1998".
3. No litigation of any nature has ever been filed pertaining to, affecting, questioning, or contesting: (a) the
Ordinance; (b) the issuance, execution, delivery, payment, security, or validity of the Certificates; (c) the authority
of the governing body and the officers of the City to issue, execute, and deliver the Certificates; (d) the provisions
made for the security for the payment of the Certificates; or (e) the validity of the corporate existence or the current
tax rolls of the City; and no litigation is pending pertaining to, affecting, or contesting the boundaries of the City.
4. The currently effective ad valorem tax appraisal rolls of the City are those for the year 1999, being the
most recently approved tax rolls of the City; the City Council of the City has caused the taxable property in the City
to be assessed as required by law; and the net valuation of taxable property in the City according to the aforesaid tax
rolls for said year, as delivered to the City Secretary of the City, and (mally approved and recorded by the City
Council of the City, is $1,465,045,690.
5. A true, correct, and complete statement of all outstanding indebtedness of the City payable from ad
valorem taxes is attached hereto as Exhibit A. A true and correct schedule showing the annual requirements of all of
the outstanding indebtedness of the City payable from taxes, together with the Certificates, is attached hereto as
Exhibit B.
6. A true and correct schedule of the revenues of the City's parks and recreation system (the "System") for
the past four fiscal years ending September 30 is as follows:
1999
$393,029
1998
$327,740
1997
$436,152
1996
$411,376
The revenues of the System that have been pledged or encumbered to the payment of the Certificates are limited to
$1,000.
7. A true and correct schedule of the current rates and charges for the System is attached hereto as Exhibit
C.
8. The City is not in default as io any covenant, condition, or obligation contained in any ordinance
authorizing obligations payable in whole or in part from revenues of the System, and each of the special funds and
accounts, if any, established by such ordinances contain the amounts now required to be on deposit in such fund or
account.
.~
9. There has been appropriated from funds lawfully made available to the City sufficient money to make
the interest payment on the Certificates for September 15, 2000, to wit: $
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10. No proceeding or authority for the issuance, execution, or delivery of the Certificates, including the
Ordinance, has been repealed, rescinded, amended, or revoked.
11. No petition signed by at i
City Secretary, any member of the Ci
of the Certificates or requesting a refe
SIGNED AND SEALED thi:
.~
0). \:~<~..\:~
'B~...;,"0' \ .'.- i
~ \"':. \,' ,... ... \
' ',.J' ~ \"\
(SEAL)
cO. :--:"1) the City has been filed with the Mayor, the
.... :: \ \'.. '0-" officer of the City protesting the issuance
\; \;i'.Y \.:.. heir issuance.
........
.'
~~/Jtt/~
M or
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SIGNATURE IDENTIFICATION AND NO-LITIGATION CERTIFICATE
We, the undersigned Mayor and City Secretary, respectively, of the City of La Porte, Texas (the "Issuer"),
hereby certify as follows:
(a) This certificate is executed and delivered with reference to "City of La Porte, Texas Certificates of
Obligation, Series 2000 dated March 15,2000, in the principal amount of $3,000,000 authorized by an ordinance
passed by the City Council of the Issuer on March 27, 2000 (the "Certificates").
(b) Each of us signed the Certificates by causing a facsimile of our manual signatures to be printed or
lithographed on each of the Certificates, and we hereby adopt said facsimile signatures as our own, respectively, and
declare that said facsimile signatures constitute our signatures the same as if we had manually signed each of the
Certificates.
(c) The Certificates are substantially in the form, and each of them has been duly executed and signed in
the manner, prescribed in the ordinance authorizing the issuance thereof.
(d) At the time we so executed and signed the Certificates we were, and at the time of executing this
certificate we are, the duly chosen, qualified, and acting officers indicated therein, and authorized ~o execute and
sign the same.
(e) No litigation of any nature has been filed or is now pending to restrain or enjoin the issuance or delivery
of any of the Certificates, or which would affect the provision made for their payment or security, or in any manner
questioning the proceedings or authority concerning the issuance of the Certificates, and that so far as we know and
believe no such litigation is threatened.
(f) Neither the corporate existence nor boundaries of the Issuer is being contested; no litigation has been
filed or is now pending or threaten . of the officers of the Issuer to issue, execute,
sign, and deliver any of the Certifi <e:'. ~':?~f !lgs for the issuance of any of the Certificates
have been repealed, revoked, or res . ~. ~.. .'~~ \\ ".$
~ V\ ".' ".~ '
~~ ~\ ~JL~ ", .
(g) We have caused the of .. 1.;':~~~~;\ c-'
Certi~cates; and said seal on each~.i!;~ ~~
offiCIal seal of the Issuer. tD~
sed, or printed, or lithographed on each of the
Idopted as, and is hereby declared to be, the
EXECUTED and delivere(
. . . . . . . . . .
. . . . . . . . .
. . . . . . . . .
. . . . . . . . .
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MANUAL SIGNATURES
~~~
OFFICIAL TITLES
Mayor
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ll(}J1MA){l./llL
. Gillett
City Secretary
(Remainder of page intentionally left blank)
e
STATE OF TEXAS ~
~
COUNTY OF HARRIS ~
o'/... ,0 Op..1E
e
The undersigned, a Notary Public, certifies and represents Norman L. Malone and Martha Gillett are
known to me to be the Mayor and the City Secretary, respectively, of the City of La Porte, Texas, and in my
presence each executed this instrument before me in the capacity represented and each of said person's signature
appearing above is genuine. I .............
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Given under my hand and seal of office this
ElX2 'l.i1peqwlI080
S3l.lldX3 NOISSIWWOO AW
I:I301n09 'H SINYr
a"~6"
l/ ..... "'r.
;~ .,.s
\.4" ' ~
..~~ ,,'Ii.
""'It,,1
(NOTARY SEAL)
day of March, 2000.
~
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e
OFFICIAL STATEMENT CERTIFICATE
On behalf of the City of La Porte, Texas (the "City"), I, the duly acting City Manager of the City,
acting in my official capacity, do hereby certify with respect to "City of La Porte, Texas Certificates of
Obligation, Series 2000" (the "Certificates"), that:
(a) the Official Statement has been authorized and approved by the City Council;
(b) to the best of my knowledge and belief after reasonable investigation, neither the Official
Statement nor any amendment or supplement thereto contains any untrue statement of a material fact or
omits to state any material fact necessary to make the statements ther~in, in light of circumstances in
which they were made, not misleading;
(c) since the date (
forth in an amendment or l\. 't~
amendment or supplement; ~ 'i4 \
(d) there has not beA:t\ ",0
since the date of such Offic';"
lOt has occurred which should have been set
:ement which has not been set forth in such
.n the operation or financial affairs of the City
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~~ T. \~
City Manager
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EXECUTED this
e
e
March 27,2000
The Attorney General of Texas
Public Finance Section
300 West 15th Street, 9thh Floor
Austin, Texas 78701
The Comptroller of Public Accounts
Attention: Melissa Mora
208 East 10th Street, Room 448
Austin, Texas 78701-2407
Re: City of La Porte, Texas Certificates of Obligation, Series 2000
TO THE AITORNEY GENERAL
The captioned issue of certificates of obligation (the "Certificates") is being sent to you for your
examination and approval and we enclose one executed but undated Signature Identification and No-
Litigation Certificate and one executed but undated General Certificate. Upon approval of the
Certificates, you are authorized to insert the date of the approval in such certificates. If any litigation
should develop, or if any other event should occur which would make any certificate inaccurate, before
you approve the Certificates, we will notify you at once by both telephone and facsimile. With this
assurance, you can rely on the accuracy of such certificates at the time you approve the Certificates,
unless we advise you otherwise.
After you have approved the Certificates, please deliver them to the Comptroller of Public
Accounts of the State of Texas for registration.
TO THE COMPTROLLER
The Certificates will be sent to you for registration. After the Comptroller's Registration
Certificate on the Certificates is duly signed and sealed, you are hereby authorized and directed to send
the Certificates by overnight delivery to Akin, Gump, Strauss, Hauer & Feld, L.L.P., Attorneys at Law,
300 Convent, Suite 1500, San Antonio, Texas 78205, attention of M. Paul Martin, together with four
copies of each of the following:
(1) Attorney General's Approving Opinion.
(2) Comptroller's Signature Certificate.
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Very truly yours,
CITY OF LA PORTE, TEXAS
~~/Jtr4
a r "
./
Information 4rn for Tax-Exempt Governmental _gations
~ Under Internal Revenue Code section 149(e) . OMS No. 1545-0720
~ See separate Instructions.
Caution: Use Form B03B-GC if the issue price is under $700.000.
Authorit If Amended Return, check here" 0
2 Issuer's employer identification number
74 : 6001552
Room/suite 4 Report number
G2000- 2
6 Date of issue
8 CUSIP number
Series 2000
1 0 Telephone number or officer or legal representative
( 210 ) 281-7084
Iicable box(es and enter the issue rice) See instructions and attach schedule
11
12
13
14
15
16
. . . . . . . . . . . 17
18
.. 0 '.
. . .! ~ .
. ~: .1,
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
$ $
Uses of Proceeds of Bond Issue Includin underwriters' discount
Proceeds used for accrued interest . . . . . . . . . . . .
Issue price of entire issue (enter amount from line 21. column (b)). .
Proceeds used for bond issuance costs (including underwriters'- discount) 24
Proceeds used for credit enhancement. . . . . . . . .. 25
Proceeds allocated to reasonably required reserve or replacement fund 26
Proceeds used to currently refund prior issues 27
Proceeds used to advance refund prior issues . . . . . .. 28
Total (add lines 24 through 28). . . . . . . . . . . . . .. ......
Nonrefundin roceeds of the issue subtract line 29 from line 23 and enter amount here. . .
Oescri tion of Refunded Bonds Com lete this art onl for refundin bonds.
Enter the remaining weighted average maturity of the bonds to be currently refunded . ..
Enter the remaining weighted average maturity of the bonds to be advance refunded . ..
Enter the last date on which the refunded bonds will be called. . . . . . .. . ..
Enter the date(s) the refunded bonds were issued ..
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a
b Enter the final maturity date of the guaranteed investment contract" ,. J~?.":
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
b If this issue is a loan made from the proceeds of another tax-exempt issue, check boy ~ 0 and enter the name of the
issuer ..
38 If the issuer has designated the issue under section 265(b r,!l cf.'~
. . . . ~9. .If.t~e issuer has elected to pay a penalty in lieu of arbitra~ ~" (~~\ \\ ~
.-:.:-:- ~O.' ./f.rDe Issuer has identified a hed e. check box . . . . ~~~t ~ ii'"''
. . . .. Under penalties of peljury. I declare that I have examined this rell 'f~'~.~!l. 't~ "
: : : : : : : :~ : . : . and belief. they are true, correct, and complete. ~~ \~'W
::::::::~r ... ~~ II~
. : . : . : : : . . ~~~ : : , / Slg re of Issuer's aulhoriz representative
%
22
23
24
25
26
27
28
29
30
22
23
29
30
31
32
33
34
years
years
check box .. 0
. . . . . .. 0
. . . . . .. 0
ents. and to the best of my knowledge
L. Malone, Mayor
name and title
For Paperwork Re~uction Act Notice, see page 2 of the Instructions.
@
Cat. No. 637735
Form 8038-G (Rev. 5-99)
eABULATION OF BIDS CONT...
.e
Received
March 27, 2000
on
CITYOF LA PORTE
(Harris County, Texas)
$3,000,000 Certificates of Obligation, Series 2000
Ratings: (Insured by M.B.LA.)
Moody's - "Aa3" Insured - "Aaa"
S&P's - "A+" Insured - "AAA"
RECEIVED
A?? 04 2000
CITY SECRETARY'S
Of=FICE
Bond Buver Index: 5.76%
Bidder
First Tennessee Capital Markets
Maturities
2001-2009
2010
2011
2012-2013
2014-2015
2016-2020
Rate
6.00%
5.50%
5.25%
5.30%
5.40%
5.50%
Interest Cost
GIC:$1,750,275.00
Prem: 0.00
NIC:$1,750,275.00
Effective
Interest Rate
5.5564%
------------------------------------------------------------------------------------------------------------------
2001
2002-2009
2010
2011-2012
2013-2014
2015
2016
2017
2018
2019-2020
Griffin, Kubik, Stephens & Thompson, Inc.
5.50%
6.00%
5.60%
5.30%
5.40%
5.50%
5.60%
5.625%
5.70%
5.75%
GIC: $1.781,662.50
Prem: 0.00
NIC: $1,781,662.50
5.6560%
------------------------------------------------------------------------------------------------------------------
PAGE 2 OF 2
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TABULATION OF BIDS
Received
March 27,2000
on
CITYOF LA PORTE
(Harris County, Texas)
$3,000,000 Certificates of Obligation, Series 2000
Ratings: (Insured by M.B.LA.)
Moody's - "Aa3" Insured - "Aaa"
S&P's - "A+" Insured - "AAA"
Bond Buver Index: 5.76%
Bidder
First Union Securities, Manager
Morgan Keegan*
SAMCO Capital Markets*
Maturities
2001-2009
2010
2011-2020
Rate
7.00%
5.20%
5.00%
Interest Cost
GIC:$1,713,000.00
Prem: 0.00
NIC:$1,713,000.00
Effective
Interest Rate
5.4380%
------------------------------------------------------------------------------------------------------------------
Dain Rauscher, Inc., Manager
PaineWebber,Inc.*
Salomon Smith Barney*
Duncan-Williams, Inc. *
2001-2009
2010
2011-2020
7.00%
5.60%
5.00%
GIC: $1,719,000.00
Prem: 496.50
NIC: $1,718,503.50
5.4555%
William R. Hough & Co.
------------------------------------------------------------------------------------------------------------------
5.4642%
2001-2009
2010
2011-2020
7.00%
5.75%
5.00%
GIC:$I,721,250.00
Prem: 0.00
NIC:$I,721,250.00
A.G. Edwards & Sons, Inc.
------------------------------------------------------------------------------------------------------------------
5.5233%
2001-2006
2007
2008
2009-2011
2012
2013
2014
2015
2016
2017
2018-2019
2020
7.00%
5.00%
5.10%
5.15%
5.20%
5.25%
5.35%
5.40%
5.45%
5.50%
5.55%
5.50%
GIC:$1,739,850.00
Prem: 0.00
NIC:$1,739,850.00
First Southwest Company
------------------------------------------------------------------------------------------------------------------
5.5247%
2001-2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
6.25%
5.375%
5.15%
5.20%
5.15%
5.20%
5.30%
5.35%
5.40%
5.45%
5.50%
5.55%
5.60%
5.65%
GIC:$1,740,300.00
Prem: 0.00
NIC:$1,740,300.00
* Co-Manager
PAGE 1 OF 2
------------------------------------------------------------------------------------------------------------------
ACCOUNT MANAGER
AND MEMBERS
/
)./'
. I" ...
t:,. I ,
"J'
.;.
/
...'
~.ULATION OF BIDS RECEIVED e
March 27, 2000
on
C~TY OF LA PORTE, TEXAS
$3,000,000 Certificates of Obligation, Series 2000
--------------------------------------------------- -
200] 'I. :)0 % 2011 5 ; ~ % GIC$ . .., ..... ':.J
- -- ~J .........
/zI- 2002 ~ % 2012 % Prem
2003 % 2013 % NIC$ , . .. ,
- , -'
2004 % 20]4 % EIR " ... .~ f' J ..;--
-\ 2005 I % 20]5 %
" 2006 I % 2016 %
I
J - , 2007 I % 2017 %
\ 1
. j 2008 I % 20]8 %
2009 ---1 ~:J % 20]9 %
oJ' 2010 . ~~: .J % 2020 %
INTEREST INTEREST INTEREST
MA TURITY RATE MATURITY RATE ~
'1.0.) r-<' ').) I .-.... . , '1 . ..
2001 % 2011 % GICS - - . '.
,...
2002 I % 2012 % Prem ..........
2003 I % 2013 % NICS .' , , . _~J
-, -
2004 I % 2014 % EIR ~- .. . ,
". - '-,.-'
2005 I % 2015 %
2006 =J % 2016 %
2007 % 2017 i %
2008 I % 2018 I %
2009 "1 )'..) % 2019 J %
2010 < . .-' % 2020 - , %
. r . ..... ~ . ." --
--------------------------------------------------------------------------------------------
2001 % 2011 % GIC$
2002 % 2012 % Prem
2003 % 2013 % NIC$
2004 % 2014 % EIR
2005 % 2015 %
2006 % 2016 %
2007 % 20]7 %
2008 % 2018 %
2009 % 2019 %
20]0 % 2020 %
---..-------------------------------------------------------
2001 % 201 I % arcs
2002 % 2012 % Prem
2003 % 2013 % NICS
2004 % 2014 % EIR
2005 % 20]5 %
2006 % 2016 %
2007 % 2017 %
2008 % 2018 %
2009 % 2019 %
2010 % 2020 %
-------------------------------------------------------------------------------------
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
%
%
%
%
%
%
%
%
%
%
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
%
%
%
%
%
%
%
%
%
%
GIC$
Prem
NICS
EIR
e TABULATION OF BIDS RECE.n
March 27, 2000
on
CITY OF LA PORTE, TEXAS
$3,000,000 Certificates of Obligation, Series 2000
ACCOUNT MANAGER
AND MEMBERS MATURITY
INTEREST
RATE
2001 '1 ..,.- %
. ...... ,-,,;
2002 =t=t
... 2003 %
" '. .....
I . -1 ' 2004 %
:!: '
1- .. 2005 %
2006 =1==%
. . .
2007 %
2008 %
2009 -, . %
..... w~
2010 ),oJ"J %
-----------
2001 1.00 %
2002 ~%
2003 %
{ , 2004 %
I I .
V, ',,:, \ ))
2005 ~%
2006 ,,00 %
. .. ..; 2007 5 (., :.) %
2008 -- ~ l) %
...,.
2009 ~l"" %
2010 </ '5"'" %
--------------------------------
: ~
, c
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
...,', ~::> %
f...,. ~() %
%
%
%
%
%
%
%
%
/
I
. '",'.
II
.. "
....J ~ '"
~ ~.,.;.
,.
\~,.J
'...t-'
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.~ ~. \~..'~'
-.' \
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,
~,
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L' "
I
\ '.- .!
. "
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.~
"
1 ;
-......-
MATURITY
2011
2012
2013
2014
.2015
2016
2017
2018
2019
2020
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
INTEREST
BAI!
K )' -1 OL
J '" 70
~~
%
%
%
, %
! %
! %
::;- .)) %
-
:5. /5" %
~ ;:;0 %
<'" .... <"" OL
: . ~ . .J__ 70
...:, ?") %
7: "../0 %
.... . -%
~ ;;::-I! %
=-:-...:2%
.;.. ~- c) %
::: s,:,> %
GIC$
Prem
NIC$
EIR
INTEREST
COST
I 'fIg 000, Do
I .' - " r.t...o
--; v '-P
I . "I i<t. < ,)3 ..,0
. S. I.!.~';-):s.-;
GIC $ r .::~~ i;; ..f . .'
Prem
NIC $ --, ~ o. ~.c:;.::.>.:;:)
EIR ~ ". :J.. "'3
-----------------------------------
2011 5", 3 D % GIC $ 1.'7 g; ;;: :.:-< :;-:::.
2012 :;~0 % Prem -
2013 :::: U ') % NIC $ -, ,(. ..1_,;, TO
2014 ...:.. . l/- () % EIR "'\"" ~ S-.,;, .:J
2015 :-; ...;- D %
2016 :'; Ir. c.'": %
2017 .< :.,,.:.,--;-%
2018 ':: '1 G %
2019 S- ....,.:) %
2020 S. is %
----------------------------------
GlC$
Prem
NIC$
EIR
I 1"'11'""""1 ~,-,
J:>...;,,.......l~ ~..);)
2001 U ' (; () % 2011 S - 1. 5' %
;~~; -+-~ ;~~; : ~g ~
2004 ~% 2014 '2 ,'-/.0 %
2005 I % 2015 ,.-) %
2006 I % 2016 ~ 0.. :.-" %
2007 ; % 2017 %
2008 % 2018 %
2009 J . ) ; % 2019 %
2010 .,.j % 2020 :s: ~.) %
;~~-----{-;;:-5-? % -.-~~------~I?---.~---~~C-$-I1~~3~-=:
2002 i % 2012 '" r-10 % Prem I _ I
2003 ; % 2013 ~ 1, 0 % NIC $ I ..., 4:) "':: - ~: ~~ .:;.
2004 % 2014 < "35 % EIR I ~ ~~'-f'l (p ;;l-
2005 1 % 2015 ~ L/!) %
I
2006 , % 2016 ::: ;..; ~ %
2007 <'::i ;~ % 2017 <, S:; %
2008 ""\ 31') % 2018 "') c:.; or( %
2009 l:.... \ '$" % 2019 ;:. ;.,:J %
2010 <;', J D % 2020 , v-f %
00
I ...... .-:- ') :;'.7 \'
, ""i~J..1[
e
OFFICIAL BID FORM
CERTIFICATES OF OBLIGATION
Ilonorable Muyor und City Council
City of La Porte
604 W. Fainllont Park\\uy
La Porte, TX 77571
Mayor and Members of the City Council:
e', '
111is bid is suhmitted under the bidding conditions of your Ollicial Notice of Sale dated March 13, 2000, of $3,000,000
City of La Porte, Texas. Certificates of Obligation, Series 2000, the tenns and conditions of which Ollicial Notice of Sale are
made a part hereof.
For your legally issued $3,000,000 of Certificates, liS described in sllid Olliciul Noticc of SaIc, we will pay you par und lIccrued
interest, plus a cash premium of $ - C:> - for Certificates l11aluring und bearing interest as follows.
Maturity
Interest Rate
Maturity
% 2011
% 2012
% 2013
% 2014
% 2015
%, 2016
% 2017
%. 2111l!
% 2019
% 2020
2001
2002
2003
200.J
2005
2006
2007
20aX
201l!}
2010
7.t~
-;. c-c,.
S;2c:;
GROSS INTEREST COST
;: 7/] 1),,(;.." 'C
. .
$
Less Premium
$
- (;;
NET INTEREST COST
/, 71 ~ (:7~ ~=::
$
EFFECTIVE INTEREST RATE
.s. ~ :3 $1) ?So/..
Interest Rate
!-5. ..;i .;'
'x.
'M
II
%
lV.,
%
%,
%
%
%
~.C--C:
%
The Initial Certificate shall be registered in the name of (syndicate
manager). 111e definitive Certificates will be registered to Cede &. Co., the nominee of The Depository Trust Company.
The undersigned agrees to complete, execute, and deliver to the City, on thc next business day afier aWlIrd of the
Certificates, the Initial Om:ring Price Certificate, in the fonn enclosed as Exhibit B to the Ollicial Notice of Sale.
Attached hereto or submitted separately is a Bank Certilied or Bank Cashier's Chcck of the
in the amount of $60,IJOO which represents our Good Faith Deposit und which is suhmitteu in uccordmlce with the tenns as set
forth in the Ollicial Notice of Snle.
e
e
We have read in detail the Ollicial Notice of Sale and the OOicial Statement relating to the Certiticales, and we have made
such investigations as we deem necessary relating to the City and the investment quality of the Certificates.
Respectfully submitted,
Syndicate:
HI.5./ U,~,'Qv\ .5c-",- ~7 ~
-?rlo'-'i"'^ 1(... <i1'-A (L, - ".iIr-1S'~
.
SA"..,(u l'o...A ?11/(K ('D '7r'f y-
r
By:
Phone:
ACCEPTANCE CLAUSE
llle foregoing bid is hereby in all things accepted by the City of La Porte, Texas this thd7 t1t. day of March, 2000.
?!iWIiCl- O. .iLldtl
Secret ry
.")
/r/ / /J
////)J;:~ ?:JVV--
1/ ~ _r /
'May
ACCUMULA TED BOND YEARS
$3,OOO,OIlO
City of La P0I1e, Texas
Ceniticates ofObligalion, Series 2000
Dated March 15, 2000
Maturity: March 15
Year of
Ma llIri tv
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
201 ]
2012
2013
2014
2015
2016
2017
2018
2019
2020
Amoulll
of Certificate
$150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
ISO ,000
150,000
150,000
I 50,000
I 50,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
Accumulated
Bond Y cars
150.0000
450.0000
900.0000
1,500.0000
2.250.0000
3,150.0000
4,200.0000
5AOO.0000
6.750.0000
8.250.0000
9,YOO.0000
11,700.0000
13,650.0000
15,750.0000
IIUlOO.OOOO
20,400.0000
22,950.0000
25,650.0000
28,500.0000
31,500.0000
Average Maturity......... Ill.500 Years
e
e
OFFICIAL BID FORM
CERTIFICATES OF OBLIGA TrON
Honorable Mayor and City Council
City of La Porte
604 W. Fairmont Parkway
La Porte, TX 77571
Mayor and Members of the City Council:
This bid is submitted under the bidding conditions of your Ol1icial Notice of Sale dated March 13, 2000, or $3,000,000
City of La Porte, Texas, Certificates of Obligation, Series 2000, the terms and conditions of which Official Notice of Sale are
made a part hereof.
For your legalIy issued $3,000,000 of C!'=rtilicates, as described in said Ol1icial Notice of Sale, we will pay you par and accrued
interest, plus a cash premium of $ ,- t! t" !" lor Certilicates maturing and bearing interest as 10lIows:
Maturity
Interest Rate
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
'lo i.J
Maturity
% 2011
% 2012
% 2013
% 2014
% 2015
% 2016
% 2017
% 2UI8
% 2019
% 2020
$ I 7/ C; L"rtT;, C' (.
I )
$ 1y'~, ;sc
Interest Rate
s: c."
'!.(N
.) {.o
s, (,. C
%
%
%
%
%
%
%
%
'Vr,
%
GROSS INTEREST COST
Less Premium
NET INTEREST COST
$ i, '71 g .503. :i.C::
,
~:), .:f ~5SG 1%
CAIN RAUSCHER INC.
The Initial Certificate shall be registered in the name of (syndicate
manager). TIle definitive Certificates will be registered to Cede & Co., the nominee of The Depository Trust Company.
EFFECTIVE fNTEREST RATE
TIle undersigned agrees to complete, execute, and deliver to the City, on the next business day aller award of the
Certificates, the Initial alTering Priee Certificate, in the loon enclosed as Exhibit B to the Ollicial Notice of Sale.
Attached hereto or submitted separately is a Bank Certilied or Bank Cashier's Check of the F~os'" B A t.J K ,
in the amount of $60,OUO which represents our Good Faith DelXlsit and which is submitted in accordunce with the tcnns as set
forth in the Ot1icial Notice of Sale,
e
e
We have read in detail the Olliciul Notice of Sale and the Ollicial Statement rdating to the Certilicutes, and we have made
such investigations as we deem necessary relating to the City and the investment quality of the Cc::rtilicates.
Respectlillly submitted,
Syndicate:
PA.IN~ W€A8EL X#Jc...
~AU)mo~ ~tr\l TH 8AtU..)E'/
l)uu:..A~- WIL.l..l ~M:) r^-,c...
CAIN RAUSCHER INC.
:;:.." ~'~q~;:IR~~
ACCEPTANCE CLAUSE
The foregoing bid is hereby in all things uccepted hy the City ofLu Porte. Texas this the
day of March, 2000.
Secretary
r~ ~
)fn.:~~- ~
Mayor
ATrEST:
ACCUMULATED BOND YEARS
$3,OOO,lJOO
City of La Porte, Texas
Certilicates ofObligutioll, Series 2000
Dated March 15,2000
Maturity: March IS
Year of
MaLUritv
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
21.111
2012
2013
2014
2015
2016
2017
2018
2019
2020
Amount
of Certilicate
$150,000
150,000
150,000
150,000
ISO ,000
150.UOO
150,000
150,000
150,000
ISO ,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
Accumulated
Bond Years
150.0000
.:i50.UOOa
900.000n
1,500.0000
2,250.0000
3,150,OOon
4,200,0000
5,400.0000
6.750.0000
8.250.0000
9,900.0000
11,700.0000
13,650.0000
15,750.0000
IS,OOO.OOOO
20,400.000U
22,950.0000
25,650.0000
28,500.0000
31,51.10.0000
Average Maturity......... 10.500 Years
e
OFFICIAL BID FORM
CERTIFICA TES OF OBLIGATION
Honorable Mayor and City Council
City of La Porte
604 W. Fainnont Parkway
La Porte, TX 77571
Mayor and Members of the City Council:
!16.,~
\/4.,/.
,
~/i:.r~... ~ .,
" V r._........I.~
. (
,
~ oC
fl\.~ I A i o~ 5ee).
This bid is submitted under the bidding conditions of your Official Notice of Sale dated March 13, 2000, of $3,000,000
City of La Porte, Texas, Certificates of Obligation, Series 2000, the tenns and conditions of which Official Notice of Sale are
made a part hereof.
For your legally issued $3,000,000 of Certificates, as described in said Official Notice of Sale, we will pay you par and accrued
interest, plus a cash premium of $ -0 .~- for Certificates maturing and bearing interest as follows:
$ '. 1 J.l1 ;lS o. (' ('
$ -0-
$ I '=t~ \ ~SO. DO
I .
s. y~4'J. %
Maturitv
Interest Rate
Maturitv
% 2011
% 2012
% 2013
% 2014
% 2015
% 2016
% 2017
% 2018
% 2019
% 2020
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
1.Co
\Y
.'5.'+5:
GROSS INTEREST COST
Less Premium
NET INTEREST COST
EFFECTIVE INTEREST RATE
Interest Rate
.s . C'Ci
%
o/!
0
%
%
%
%
%
%
%
r %
u
The Initial Certificate shall be registered in the name of (syndicate
manager), The definitive Certificates will be registered to Cede & Co., the nominee of The Depository Trust Company.
The undersigned agrees to complete, execute, and deliver to the City, on the next business day after award of the
Certificates, the Initial Offering Price Certificate, in the fonn enclosed as Exhibit B to the Official Notice of Sale.
Attached hereto or submitted separately is a Bank Certified or Bank Cashier's Check of the
in the amOlmt of $60,000 which represents our Good Faith Deposit and which is submitted in accordance with the tenns as set
forth in the Official Notice of Sale.
e
It
We have read in detail the Official Notice of Sale and the Official Statement relating to the Certificates, and we have made
such investigations as we deem necessary relating to the City and the investment quality of the Certificates.
Respectfully submitted,
Syndicate:
'W4hiJlU R. HOUGH & CO.
By:
Phone:
~~~
C 7.2 /) HS: - rf-~ 2.0
ACCEPTANCE CLAUSE
TIle foregoing bid is hereby in all things accepted by the City of La Porte, Texas this the
day of March, 2000.
Secretary
~1J14'l,m~L
Mayor
ATTEST:
ACCUMULA TED BOND YEARS
$3,000,000
City of La Porte, Texas
Certificates of Obligation, Series 2000
Dated March 15,2000
Maturity: March 15
Year of
Maturitv
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Amount
of Certificate
$150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
Accumulated
Bond Years
150.0000
450.0000
900.0000
1,500.0000
2,250.0000
3,150.0000
4,200.0000
5,400.0000
6,750.0000
8,250.0000
9,900.0000
11,700.0000
13,650.0000
15,750.0000
18,000.0000
20,400.0000
22,950.0000
25,650.0000
28,500.0000
31,500.0000
Average Maturity......... 10.500 Years
e e
OFFICIAL BID FORM
CERTIFICA TES OF OBLrGA TrON
Honorable Mayor and City Council
City of La Porte
604 W. Fainnont Parkway
La Porte, TX 77571
Mayor and Members of the City Council:
1l1is bid is submitted under the bidding conditions of your Olliciul Notice of Sule dated Murch 13, 2000, of $3,000,000
City of La Porte, Texas, Certilicates of Obligation, Series 2000, the tenns and conditions of which Official Notice of Sale arc
made a part hereof.
For your legally issued $3,000,000 of Certilicates, as described in said Ollicial Notice of Sale, we will pay you par am) uccnled
interest, plus a cash premium of $ -~ -- ti>r CertiJicales maturing and hC(lring intcrest us t(>llows.
Maturitv Interest Rate Maturitv Intercst Rate
2001 1-.0n % 2011 .:."5" -l S' %
2002 % 2012 ~. :2(' %
2003 % 2013 ~ .::2s.. - %
2004 % 21114 ~ ..., '" - %
- - :>-~
2005 % 2015 _5: ~ 0 %
2006 '\Y % 2016 .5 , ~<;" %
2007 S.UC; % 21117 S-y, %
20118 5 .i e:. 'Yu 2lll:'l :s; 55; %
2009 S,\~ % 2019 S. '-< %
2lJ 10 .:so.- - (':5 % 2020 ~S..:;i"t; %
GROSS INTEREST COST $ I '+:s1 B- SL' of)
I - I Jt. I.
Less Premium $ -t)-
NET INTEREST COST $ I '+ .:fi ~~S[). (t;
I I
EFFECTIVE INTEREST RATE 5" '-::2'" :;; 'Yo
,~ .-".
~ G. EDV, .:'.:~..:)S & SO;"" ::'.::.
The Initial Certificate shall be registered in the name of -- (syndicate
manager). 1l1e definitive Certificates will be registered to Cede & Co., the nominee of The Depository Tnlst Company.
TIle undersigned agrees to complete, execute, and deliver to the City, on the next busincss day after award of the
Certificates, the Initial Om:ring Price Certificate, in the fonn enclosed as Exhibit B to the Otlicial Notice of Sale.
Attached hen:to or submitted separately is a Bank Certilied or Bank Cashier's Check of the
in the amount of $60,000 which represents our Good Faith Deposit and which is submitted in accordance with the tenns us set
forth in the Ollicial Notice of Salt:.
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We have read in detail the Ollicial Notice of Sale and the Official Statement relating to the Certilicates, and we havc made
such investigations as we deem necessary relating to thc City and the investmcnt qnality of the Certificates.
Syndicate:
Respectfully submitted,
^' O. EDWARDS & SONS, INC~
By: tI..e,c,'l't071. L~"{,!~ut,k
Phone:
ACCEPTANCE CLAUSE
'111e foregoing bid is hereby in all things accepted by the City of La Porte, Texas this the
day of March, 2UOO.
Secretary
{G4r1ttA ~/~
;:\4 'or ...
ArrEST:
ACCUMULA TED BOND YEARS
$3,O()(),OOO
City of La Porte, Texas
Certilicatcs of Obligation. Series 2000
Datcd March IS, 2000
Maturity: March IS
Year of
Maturitv
2001
2002
2003
2004
200S
2006
2007
2008
2009
2010
2011
2012
2013
2014
201S
2016
2017
2018
2019
2020
Amount
of Certificate
$ISO,OOO
I SO,OOO
ISO,OOO
ISO,OOO
ISO,OOO
ISO ,000
ISO ,000
ISO ,000
ISO,OOO
ISO ,000
ISO,OOO
ISO,OOO
ISO,OOO
ISO,OOO
ISO,OOO
ISO,OOO
ISO,OOO
ISO,OOO
ISO,OOO
ISO,OOO
Accumulated
Bond Years
ISO.OOOO
.:iSO.OOOO
900. nooo
I ,sOO. 0000
2,2S0.000o
3,ISO.0000
4,200.0000
S,400.0000
6,7S0.0000
8.2S0.00oo
l) , l)OO. 0000
11,700.0000
13,6S0.0000
IS,7S0.0000
18,000.0000
20,400.0000
22,9S0.0000
2S,6S0.000()
28,sOO.OOOO
31 ,SOO. 0000
Average Maturity......... IO.S00 Years
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"
OFFICIAL BID FORM
CERTIFICA TES OF OBLIGATION
Honorable Mayor and City Council
City of La Porte
604 W. Fairmont Parkway
La Porte, TX 77571
Mayor and Members of the City COWlcil: ~ "9 \ ~ 4\ 10 \ Sc(;, c U
This bid is submitted under the bidding conditions of your Ollicial Notice of Sale dated March 13, 2000, of $3,000,000
City of La Porte, Texas, Certificates of Obligation, Series 2000, the terms and conditions of which Ollicial Notice of Sale are
made a part hereof.
For your legally issued $3,000,000 of Certificates, as described in said Official Notice of Sale, WI:: will pay you par and accrued
interest, plus a cash premium of$ -0'- for Certificates maturing and bearing interest as follows:
Maturity Interest Rate Maturitv Interest Rate
2001 L. J..~ % 2011 5.(~ %
2002 % 2012 ~:; . ::z..C %
2003 % 2013 :S 'SO %
2004 % 2014 ~. 7-~' %
2005 % 2015 S. L.frJ %
2006 % 2016 :5 4<:; %
2007 '\V % 2017 -s-: ~/) %
2008 5 --S:ts: % 2018 <;"". -5.5 %
2009 ~ ,-- % 2019 5:. (-0 %
, .::'\
2010 ~. ~C:! % 2020 .s; t.,< %
GROSS INTEREST COST ~
Less Premiwn $ ...... e; -
NET INTEREST COST .!J, "'f 4[/. '~1(,
EFFECTIVE INTEREST RATE S. 5.1.(-r1l:1~
The Initial Certificate shall be registered in the name of Fi n: r ~ollrhwE'!~ t Company (syndicate
manager). The definitive Certificates will be registered to Cede & Co., the nominee of The Depository Trust Company.
The Wldersigned agrees to complete, execute, and deliver to the City, on the next business day after award of the
Certificates, the Initial Offering Price Certificate, in the fonn enclosed as Exhibit B to the Official Notice of Sale.
Attached hereto or submitted separately is a Bank Certified or Bank Cashier's Check of the Fros t National Ban~ Aus tin
in the amount of $60,000 which represents our Good Faith Deposit and which is submitted in accordance with the terms as set
forth in the Ollicial Notice of Sale.
e
e
We have read in detail the Official Notice of Sale and the Official Statement relating to the Certificates, and we have made
such investigations as we deem necessary relating to the City and the investment quality of the Certificates.
Respectfully submitted,
Syndicate:
First Southwest Company
P:5t ~
BY:Peter B. Stare - Sr VP
Phone:
21/1 953 '10',0
ACCEPTANCE CLAUSE
TIle foregoing bid is hereby in all things accepted by the City of La Porte, Texas this the
day of March, 2000.
Secretary
11~a;~A4z<-
yor
ATIEST:
ACCUMULATED BOND YEARS
$3,000,000
City of La Porte, Texas
Certificates of Obligation, Series 2000
Dated March 15,2000
Maturity: March 15
Year of
Maturity
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Amount
of Certificate
$150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
Accumulated
Bond Years
150.0000
450.0000
900.0000
1,500.0000
2,250.0000
3,150.0000
4,200.0000
5,400.0000
6,750.0000
8,250.0000
9,900.0000
11,700.0000
13,650.0000
15,750.0000
18,000.0000
20,400.0000
22,950.0000
25,650.0000
28,500.0000
31,500.0000
Average Maturity......... 10.500 Years
e
e
OFFICIAL BID FORM
CERTIFICATES OF OBLIGATION
Honorable Mayor and City Council
City of La Porte
604 W. Fainnont Parkway
La Porte, TX 77571
Mayor and Members of the City Council:
This bid is submitted under the bidding conditions of your Ollicial Notice of Sale daled March 13, 2000, of $3,000,000
City of La Porte, Texas, Certificates of Obligation, Series 2000, the tenns and conditions of which Ollicial Notice of Sale arc
made a part hereo[
For your legally issued $3,000,000 of Ccrtilicates, as dcscribed in s,lid Ollicial Notice of Sale, wc will pay you par and accmcd
interest, plus a cash premium of $ '- Cl .- lor Certificates maturing und hcuring inlerest as lollows.
Maturitv Inlerest Rute Muturitv Interest Rate
2001 t; t'-O % 2011 S:-'J )- %
2002 % 2012 0). };:., %
2003 % 2013 S:k %
.- .
2004 % 2014 .5", -( c %
2005 % 2015 .-:J. if ,,' %
2006 % 2016 .'i': 5" %
2007 % 2017 ) %,
20lJ8 % 2018 %
200lJ (.. Cre % 2019 'X,
20 J(J $, 5'"~ % 2112lJ So -. %
. ~.
. .OJ
GROSS INTEREST COST $ /, 7 ~-~, .~ 7 5~ G~I
Less Premium $ - "
NET INTEREST COST $ /1 750 '27s,-. 6,'
.
EFFECTIVE INTEREST RATE s: .'=. -{-" i %
TIle Initial Certificate shall be registered in the name of (S~lldicate
manager). The definitive Certificates will he registered to Cede & Co., the nomince of The Depository Trust Company.
The undersigned agrees to complete, eXt:cute, and deliver to the City, on the next business day aller award of the
Certificates, the Initial Offering Price Certilicate, in the fonn enclosed as Exhibit B to the Ollicial Notice of Sale.
Attached hereto or submitted separately is ,I Bank Certilied or Bank Cashier's Check of the
in the amonnt of $60,0()(} which represents our Gocxl Faith Deposit and which is submittcd in uccordance with the tenns as set
lorth in the Ollicial Notice of Sale.
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It
We have read in detail thc Ollicial Notice of Sale and the Official Statement relating to the Certilicates, and we have made
such investigations as we deem necessary rclating to the City and the investment qlmlity of t~~cates.
Respectfully submiLte' ~ J .' 4 //~z:-
~~~~:4l~
Syndicate: David S. Fast, Vice presi ent
First Tennessee Capital Markets
By: (800) 307-5405
Phone:
ACCEPTANCE CLAUSE
The Ibrcgoing bid is hereby in all things accepted by the City of La Porte. Texas this the
day of March. 2000.
Secretary
te4""tv~~
/M :or
ArrEST:
ACCUMULATED BOND YEARS
$3,000,000
City of La Porte, Texas
Certilicates of Obligation. Series 2000
Datcd March 15, 2000
Maturity: March IS
Y car of
Maturitv
.2001
2002
20113
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
21116
2017
2018
2019
2020
Amount
of Certilicale
$150,000
] 50,000
150,000
150.UOO
150,onO
150,000
150,000
150,000
150,000
150,nOO
150,000
150,OUO
150,000
150,OOll
150,OUO
150.000
150.00n
150,000
150.0nn
150,000
Accumulated
Bond Years
150.0000
-450.0000
9(1).0000
I,SOO.OOOO
2,250.0000
3.ISO.OOOO
4,200.0000
5,4011.0000
6,7so.0000
8,2511.0000
9,90o.00011
11.700.0000
13.6S0.0000
15,7S(J.0000
18,O(JO.0000
20,400.0000
22.950.0000
25,650.0000
28.500.00()O
31,500.0000
Average Maturity......... 10.500 Years
e
e
OFFICIAL BID FORM
CERTIFICATES OF OBLIGATION
Honorable Mayor and City Council
City of La Porte
604 W. Fainnon! Parkwny
La Porte, TX 77571
Mayor and Members of the City Council: IY\ '6 i t~ 1\ \ b 'See . ~~
I
'nlis bid is submitted under the bidding conditions of your Ollicial Notice of Sale dated March 13, 2000, of $3,000,000
City of La Porte, Texas, Certificates of Oh]igation, Series 2000, the temlS and conditions of which Ollicinl Notice of Sale are
made a part hereof.
For your legally issued $3,000,000 of Certilicates, as described in said Ollicial Notice of Sa]e, we will pny yon par and accrued
interest, plus a cash premium 0[$ - 0.- tor Certificates matnring ,lIld heuring interest us lollows.
Maturity
Interest Rate
2001
2002
2003
20114
2005
2006
2007
2008
2009
2010
-c:- .or- ',"
_J .-~ L/
" ~C
%
%
%
%
%
%
%
%
%
%
\V
.- ~
~. ~ C:
GROSS INTEREST COST
Less Premium
Maturity
Interest Rate
.~. _ "3 C;
~-_ SC:
5-" \..f C'
s-.4C
~-. :$C'
,-S-. (c6
_';" lo~~
~.' ~~~
'5- 1-~
~~
I .-
$ . . . -:' ...,s,()
20] I
2012
2013
2014
20lS
2lJI6
2017
20lS
2019
21120
%
%
%
%
'JI"
%
%
%
%
%
$
,....0-
NET INTEREST COST ~ s-ti
EFFECTIVE INTEREST RATE 5- /".S/.r {..... %
r/~&-(v
The Initial Certificate shall be registered in the name of L. L- (syndicate
manager). 111e de!initive Certiticates will be registered to Cede & Co., the nominee of The Depository Trust Company.
"[be undersigned agrees to complete, execute, and deliver to the City, on the next business day after award of the
Certificates, the [nitial OOering Price Certificate, in the form enclosed as Exhihit B to the Ollicial Notice of Sale.
Attached hereto or submitted separately is a Bank Certilied or Bank Cashier's Check of the--ft'D <;..,~ ,
in the amount of $60,O()() which represents our Good Faith Deposit und which is submitted in accordance with the tenns as set
forth in the allicin I Notice of Sale.
e
e
We have read in detail the Ollicial Notice of Sale and the Official Statement relating to the Certificates, and we have made
such investigations as we deem necessary relating to the City and the investment quality ufthe Certilicates.
S}ndicate:
Respecllhlly submiUed,
~C~
G~fftl~l, KUBIK, 31EPHEHS & THOM~SON,IN(;.
By:
Phone:
.~ ( 2- W( 2"5 7 (.)
ACCEPTANCE :LAUSE
"llle loregoing bid is hereby in all things accepted hy the City of La Porte, Texas this the
day of March, 2000.
AlTEST:
Secretary
&~l'/l;I_~C-~>t..<
Mayor .
ACCUMULATED BOND YEARS
$3,000,000
City of La Porte, Texas
Certificates of Obligation, Series 2000
Dated March 15, 2000
Maturity: March 15
Year of
Maturitv
2001
2002
200]
2004
2005
2006
2007
200!!
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Amount
of Certificate
$150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
150,000
Accumulated
Bond Years
150.0000
450.0000
900.0000
I,SOO.OOOO
2,250.0000
3,150.0000
4 .2 00.0000
5,400.0000
6,7 50.0000
8.250.0000
9,900.0000
I 1,700.0000
13,650.0000
15,750.0000
IS.OOO.OOOO
200400.0000
22,950.0000
25,650.0000
2!!,SOO.OO(l0
31.S00.000(l
Average Maturity......... 10.500 Years
e
e
RECEIVED
MAR 0 7 7000
CITY SECRETARY'S Ii
OFFICE I
j
MORONEY, BEISSNER & CO., INe.
Municpal Financial Advisors
Two Post Oak Central Bldg.
1980 Post Oak Blvd., Suite 2100
Houston, Texas 77056
713-960-8900
713/960-8904 Facsimilie
March 6, 2000
Ms. Laura Barrientos
Moody's Investors Service, Inc.
600 N. Pearl St., Suite 2165
Dallas, TX 75201
Re: City of La Porte, Texas (Harris County)
$3,250,000 General Obligation Bonds,' Series 2000 and
$3,000,000 Certificates of Obligation, Series 2000
"Qualified Tax-Exempt Obligations"
Proposed sale date is March 27, 2000
Dear Laura:
Enclosed please find our draft of the Official Notice of Sale, Official Statement and supporting
statistical data describing the City of La Porte, Texas, and the offering of the above captioned
obligations. Also enclosed are the City's Audit Reports for fiscal years ending September 30,
1998 and 1999, and the 1999-2000 Budget along with completed ratings applications. Please
review this material with an eye towards assignments of ratings.
In the meantime if you have any questions regarding the City's credit position or we can
furnish additional information, please let us know. '.
Y~:+k+
--rtls K Fetzer
Vice President
l\1KF :smt
Enclosures
cc: City of La Porte
Established in 1919
e
e
MORONEY, BEISSNER & CO., INe.
Municpal Financial Advisors
Two Post Oak Central Bldg.
1980 Post Oak Blvd., Suite 2100
Houston, Texas 77056
713-960-8900
713/960-8904 Facsimilie
March 6, 2000
Mr. Alex Fraser
Standard & Poor's
500 N. Akard St., Suite 3200
Dallas, TX 75201
Re: City of La Porte, Texas (Harris County)
$3,250,000 General Obligation Bonds, Series 2000 and
$3,000,000 Certificates of Obligation, Series 2000
"Qualified Tax-Exempt Obligations"
Proposed sale date is March 27, 2000
Dear Alex:
Enclosed please find our draft of the Official Notice of Sale, Official Statement and supporting
statistical data describing the City of La Porte, Texas, and the offering of the above captioned
obligations. Also enclosed are the City's Audit Reports for fiscal years ending September 30,
1998 and 1999, and the 1999-2000 Budget along with completed ratings applications. Please
review this material with an eye towards assignments of ratings.
In the meantime if you have any questions regarding the City's credit position or we can
furnish additional information, please let us know.
i1A:7~'
Moss K. Fetzer .
Vice President
MKF:smt
Enclosures
cc: City of La Porte
Established in 1919
e
e
MORONEY, BEISSNER & CO., INC.
Municpal Financial Advisors
Two Post Oak Central Bldg.
1980 Post Oak Blvd., Suite 2100
Houston, Texas 77056
713-960-8900
713/960-8904 Facsimilie
March 6, 2000
Mr. Mark Spinelli
First Vice President
AMBAC
One State Street Plaza, 16th Floor
New York, NY 10004
Re: City of La Porte, Texas (Harris County)
$3,250,000 General Obligation Bonds, Series 2.000 and
$3, ODD, 000 Certificates of Obligation, Series 2000
"Qualified Tax-Exempt Obligations"
Proposed sale date is March 27, 2000
Dear Mark:
Enclosed please find our draft of the Official Notice of Sale, Official Statement and supporting
statistical data describing the City of La Porte, Texas, and the offering of the above captioned.
obligations which have a sale date of March 27, 2000. Also enclosed are the City's Audit
Reports for fiscal years ending September 30, 1998 and 1999, and the Budget for 1999-2000.
Please review this information y.'ith a .eye towards qualifying these issues for insurance. We
would appreciate hearing from you by Friday, March 24th. In the meantime if you have any
questions or require additional information, please let us know.
Yours VTirt-
--vrlD~ .
U:sl K. Fetzer
Vice President
:MKF:smt
epclosures
cc: City of La Porte
Established in 1919
e
e
MORONEY, BEISSNER & CO., INC.
Municpal Financial Advisors
Two Post Oak Central Bldg.
1980 Post Oak Blvd., Suite 2100
Houston, Texas 77056
713-960-8900
713/960-8904 Facsimilie
March 6, 2000
Ms. Lisa MacKay
1v.IBIA
113 King St.-
Armonk, NY 10504
Re: City of La Porte, Texas (Harris County)
$3,250,000 General Obligation B~nds, Series 2000 and
$3,000,000 Certificates of Obligation, Series 2000
"Qualified Tax-Exempt Obligations"
Proposed sale date is March 2 7, 2000
Dear Lisa:
Enclosed please find our draft of the Official Notice of Sale, Official Statement and supporting
statistical data describing the City of La Porte, Texas, and the offering of the above captioned
obligations which have a sale date of March 27, 2000. Also enclosed are the City's Audit
Reports for fiscal years ending September 30, 1998 and 1999, and the Budget for 1999-2000.
Please review this information with a eye towards qualifying these issues for insurance. We
would appreciate hearing from you by Friday, March 24th. In the meantime if you have any
questions or require additional information, please let us know.
Yours very truly,
--
Moss K. Fetzer
Vice President
:MKF:smt
enclosures
cc: City of La Porte
Established in 1919
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MORONEY, BEISSNER & CO., INe.
Municpal Financial Advisors
Two Post Oak Central Bldg.
1980 Post Oak Blvd., Suite 2100
Houston, Texas 77056
713-960-8900
713/960-8904 Facsimilie
March 6, 2000
Mr. Jim Doyle
Financial Security Assurance, Inc.
350 Park Ave., 13th Fl.
New York, NY 10022
Re: City of La Porte, Texas (Harris County)
$3,250,000 General Obligation Bonds, Series 2000 and
$3,000,000 Certificates of Obligation, Series 2000
"Qualified Tax-Exempt Obligations"
Proposed sale date is March 27, 2000
Dear Jim:
Enclosed please find our draft of the Official Notice of Sale, Official Statement and supporting
statistical data describing the City of La Porte, Texas, and the offering of the above captioned
obligations which have a sale date of March 27, 2000. Also enclosed are the City's Audit
Reports for fiscal years ending September 30, 1998 and 1999, and the Budget for 1999-2000.
Please review this information with a eye towards qualifying these issues for insurance. We
would appreciate hearing from you by Friday, March 24th. In the meantime if you have any
questions or require additional information, please let us know.
Yours very truly,
'-.....
7/le.. ~
Moss K. Fetzer
Vice President
MKF:smt
enclosures
cc: City of La Porte
Established in 1919
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MORONEY, BEISSNER & CO., INC.
Municpal Financial Ad'Disors
Two Post Oak Central Bldg.
1980 Post Oak Blood., Suite 2100
Houston, Texas 77056
713-960-8900
713/960-8904 Facsimilie
March 6, 2000
Ms. Debbie DeIianites
FGIC
115 Broadway
New York, NY 10006
Re: City of La Porte, Texas (Harris County)
$3,250,000 General Obligation Bonds, Series 2000 and
$3,000,000 Certificates of Obligation, Series 2000
"Qualified Tax-Exempt Obligations"
Proposed sale date is March 27, 2000
Dear Debbie:
Enclosed please find our 'draft of the Official Notice of Sale, Official Statement and supporting
statistical data describing the City of La Porte, Texas, and the offering of the above captioned
obligations which have a sale date of March 27, 2000. Also enclosed are the City's Audit
Reports for fiscal years ending September 30, 1998 and 1999, and the Budget for 1999-2000.
Please review this information with a eye towards qualifying these issues for insurance. We
would appreciate hearing from you by Friday, March 24th. In the meantime if you have any
questions or require additional information, please let us know.
j:~~'
Moss K. Fetzer
Vice President
MKF:smt
enclosures
cc: City of La Porte
Established in 1919
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From: Alderman, Doris [dalderman@AKINGUMP.COM]
Sent: Friday, March 24, 2000 11 :29 AM
To: 'gillettm@ci.la-porte.tx.us'
Subject: [2000 CO] Ordinance. DOC
&.f.~
~
(2000 CO]
Ordinance. DOC <<[2000 CO] Ordinance. DOC>> I just realized that the Ordinance for the
Certificates of Obligation didn't have the "Book-Entry" section in it, so I have added it. The new
version is attached.
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ORDINANCE NO.
l~Q~
ORDINANCE AUTHORIZING THE ISSUANCE OF $3,000,000 CITY OF LA PORTE, TEXAS
CERTIFICA lES OF OBUGA TION, SERIES 2000 AND OTHER MA TIERS RELATED THERETO
WHEREAS, the City Council of the City of La Porte (the "Issuer" or the "City") deems it advisable to
issue Certificates of Obligation hereinafter described (the "Certificates") in the original aggregate principal amount
of $3,000,000 for the purpose of providing for the payment of contractual obligations to be incurred for financing
for construction and equipment for public library purposes and of the payment of contractual obligations for
professional services in connection therewith (including, but not limited to, architectural, financial advisory, legal,
and engineering).
WHEREAS, the Certificates hereinafter authorized and designated are to be issued and delivered for cash
pursuant to Chapters 1501 and 1502, Texas Government Code, as amended, and the Certificate of Obligation Act of
1971, Section 271.041 et seq, Texas Local Government Code, as amended (the "Act");
WHEREAS, the City Council has heretofore, on February 28, 2000, passed a resolution authorizing and
directing the City Secretary to give notice of intention to issue the Certificates, which notice has been duly published
in the Bayshore Sun, which is a newspaper of general circulation in the City, in its issues of , 2000
and , 2000, the date of the first publication being at least 14 days prior to the tentative date stated in
the notice for passage of this Ordinance;
WHEREAS, the City has received no petition from the qualified electors of the City protesting the issuance
of the Certificates; and
WHEREAS, it is considered to be in the best interest of the City that the Certificates be issued bearing the
date, interest rates, denominations, and maturities as hereafter provided;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE,
lEXAS, THAT:
SECTION 1. AUTHORIZATION OF THE CERTIFICAlES. There is hereby authorized to be issued and
delivered, a series of certificates of obligation of the City, to be known as "CITY OF LA PORTE, TEXAS
CERTIFICAlES OF OBUGATION, SERIES 2000" (the "Certificates"), in the original aggregate principal amount
of $3,000,000 payable from ad valorem taxes and a limited pledge of $1,000 of the revenues of the City's parks and
recreation system, for the purposes described in the Form of Certificates contained in Section 3 hereof.
SECTION 2. DATE. DENOMINATIONS, NUMBERS, AND MATURITIES OF THE CERTIFICATES.
The Certificates shall be dated as of March 15, 2000, shall be in denominations of $5,000 each or any integral
multiple thereof, shall be nwnbered 1-1 for the Initial Certificate and consecutively from R-l upward for the
definitive certificates and shall mature on March 15 in each of the years as provided below. The Certificates shall
bear interest at the rates per annum shown below from the dated date, and payable on September 15, 2000 and on
each March 15 and September 15 thereafter through the respective maturity date as shown below:
Year of Principal Interest Year of Principal Interest
Maturitv Payment Rate Maturitv Pavment Rate
2001 $150,000 2011 $150,000
2002 150,000 2012 150,000
2003 150,000 2013 150,000
2004 150,000 2014 150,000
2005 150,000 2015 150,000
2006 150,000 2016 150,000
2007 150,000 2017 150,000
2008 150,000 2018 150,000
2009 150,000 2019 150,000
2010 150,000 2020 150,000
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SECTION 3. GENERAL CHARACTERISTICS AND FORM OF THE CERTIFICATES. The
Certificates shall be issued, shall be payable, shall have the characteristics, and shall be signed and executed (and the
Certificates shall be sealed) all as provided and in the manner indicated in the form set forth below. The Certificates
are not subject to optional redemption. The Form of the Certificates, the Form of the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas to be printed and manually endorsed on the Initial Certificate,
the Form of the Authentication Certificate, [the Form of Statement of Insurance,] and the Form of Assignment,
which shall be, respectively, substantially as follows, with necessary and appropriate variations, omissions, and
insertions as permitted or required by this Ordinance, and the definitions contained within each such form shall
apply solely to such form:
FORM OF CERTIFICATES
FORM OF DEFINITIVE CERTIFICATES
United States of America
State of Texas
NUMBER
R-
REGISTERED
DENOMINATION
$
REGISTERED
CITY OF LA PORTE, TEXAS
CERTIFICATE OF OBLIGATION,
SERIES 2000
INTEREST RATE:
%
MATURITY DATE:
DATED DATE:
March 15, 2000
CUSIP:
REGISTERED OWNER:
PRINCIPAL AMOUNT: $
THE CITY OF LA PORTE, TEXAS (the "Issuer" or the "City"), being a municipal corporation of the State
of Texas, promises to pay to the Registered Owner, specified above, or registered assigns (the "Registered Owner"),
on the Maturity Date, specified above, upon presentation and surrender of this Certificate at the agent of CHASE
BANK OF TEXAS, NATIONAL ASSOCIATION, Houston, Texas, or its successor (the "Paying Agent/Registrar"),
to wit: the Principal Amount, specified above, in lawful money of the United States of America, and to pay interest
thereon at the Interest Rate, specified above, calculated on the basis of a 360-day year of twelve 30-day months,
from the Dated Date, specified above. Interest on this Certificate is payable by check payable on September 15,
2000, and each March 15 and September 15 thereafter, mailed to the Registered Owner of record as shown on the
books of registration kept by the Paying Agent/Registrar, as of the Record Date, or in such other manner as may be
acceptable to the Registered Owner and the Paying Agent/Registrar. The record date ("Record Date") for payments
hereon means the last calendar day of the month preceding a scheduled payment. In the event of a non-payment of
interest on a scheduled payment date, and for 30 days thereafter, a new record date for such payment (a "Special
Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment thereof have
been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due
payment (the "Special Payment Date", which shall be 15 calendar days after the Special Record Date) shall be sent
at least five business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the
address of the Registered Owner appearing on the books of the Paying Agent/Registrar at the close of business on
the last business day next preceding the date of mailing of such notice. The City covenants with the Registered
Owner that no later than each principal installment payment date and interest payment date for this Certificate it will
make available to the Paying Agent/Registrar the amounts required to provide for the payment, in immediately
available funds, of all principal of and interest on the Certificates, when due, in the manner set forth in the ordinance
authorizing the issuance of the Certificates adopted by the City Council of the City on March 27, 2000 (the
"Ordinance").
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THIS CERTIFICATE is one of a series of Certificates (the "Certificates") dated as of the Dated Date,
specified above, of like designation, date, and tenor, except as to number, interest rate, denomination, and maturity
issued pursuant to the Ordinance in the original aggregate principal amount of $3,000,000 for the purpose of
providing for the payment of conu'actuaI obligations to be incurred for the purpose of financing for construction and
equipment for public library purposes and of the payment of contractual obligations for professional services in
connection therewith (including, but not limited to, architectural, fmancial advisory, legal, and engineering).
*REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET
FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND
EFFECf AS IF SET FORTH IN TInS SPACE.
**IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile signature of the
Mayor of the Issuer and countersigned with the manual or facsimile signature of the City Secretary of the Issuer, and
the official seal of the Issuer has been duly impressed, or placed in facsimile, on this Certificate.
xx.xx.XXXXXX.XXXx.xxxx.xx.XXXXXx.xxxxxx
City Secretary
x.XXx.XXXx.XXXXXXXXXXXx.XXXXXx.XXXXx.x
Mayor
(CITY SEAL)
(Back Panel of Certificates)
THE CERTIFICATES are issued pursuant to the Ordinance whereunder the City Council of the City
covenants to levy a continuing, direct, annual ad valorem tax on taxable property within the City, within the limits
prescribed by law, for each year while any part of the Certificates are considered outstanding under the provisions of
the Ordinance, in a sufficient amount to pay interest on each Certificate as it becomes due, to provide a sinking fund
for the payment of the principal of the Certificates when due, and to pay the expenses of assessing and collecting
such tax, and this Certificate is additionally secured by and payable from a limited pledge of $1,000 from the
revenues of the Issuer's parks and recreation system (the "System"), which amount is payable from the revenues
remaining after payment of all operation and maintenance expenses of the System, and all debt service, reserve, and
other requirements in connection with all of the Issuer's revenue bonds or other obligations (now or hereafter
outstanding) which are payable from all or any part of the "Net Revenues" of the System. Reference is hereby made
to the Ordinance for provisions with respect to the custody and application of the City's funds, remedies in the event
of a default hereunder or thereunder, and the other rights of the Registered Owner. By acceptance of this Certificate,
the Registered Owner consents to all of the provisions of the Ordinance, a certified copy of which is on file in the
office of the City Secretary.
THE CITY RESERVES THE RIGHT to redeem the Certificates maturing on or after March 15, 2011, in
whole or in part, in integral multiples of $5,000, on March 15, 2010, or on any date thereafter. Such optional
redemptions shall be at a redemption price of par plus accrued interest on the principal amounts called for
redemption to the date fixed for redemption. If less than all of the Certificates are to be redeemed, the particular
Certificates to be redeemed shall be selected by the City in integral multiples of $5,000 within anyone maturity. At
least 45 days prior to the date fixed for any redemption of Certificates or portions thereof prior to maturity a written
notice of such redemption shall be given by the City to the Paying Agent/Registrar, and the Paying Agent/Registrar
shall send a copy of such notice at least 30 days prior to the date fixed for redemption by United States mail, first
class, postage prepaid, addressed to the registered owner of each Certificate to be redeemed in whole or in part at the
address shown on the Registration Books; provided, however, that the failure to send, mail, or receive such notice,
or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption of any Certificate. When Certificates or portions thereof have been called for
redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be
payable solely from the funds provided for redemption, and interest which would othenvise accrue on the amounts
called for redemption shall terminate on the date fixed for redemption.
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TIllS CERTIFICATE IS TRANSFERABLE OR EXCHANGEABLE only upon presentation and surrender
at the designated payment office of the Paying Agent/Registrar. If this Certificate is being transferred, it shall be
duly endorsed for uansfer or accompanied by an assignment duly executed by the Registered Owner, or his
authorized representative, subject to the terms and conditions of the Ordinance. If this Certificate is being
exchanged, it shall be in the principal amount of $5,000 or any integral multiple thereof, subject to the terms and
conditions of the Ordinance. The Registered Owner of this Certificate shall be deemed and treated by the City and
the Paying Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge of
liability upon this Certificate to the extent of such payment, and the City and the Paying Agent/Registrar shall not be
affected by any notice to the contrary.
IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the City, resigns, or
otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will appoint a competent
and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners.
IT IS HEREBY CERTIFIED, COVENANTED, AND REPRESENTED that all acts, conditions, and things
necessary to be done precedent to the issuance of the Certificates in order to render the same legal, valid, and
binding obligations of the City have happened and have been accomplished and performed in regular and due time,
form, and manner, as required by law; that provision has been made for the payment of the principal of and interest
on the Certificates by the levy of a continuing, direct, annual ad valorem tax upon all taxable property within the
City, within the limit prescribed by law, and from the above described limited pledge of the surplus revenues of the
System; and that issuance of the Certificates does not exceed any constitutional or statutory limitation.
BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby acknowledges all
of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, and agrees that the
terms and provisions of this Certificate and the Ordinance constitute a contract between each Registered Owner and
the City.
FORM OF AUTHENTICATION CERTIFICATE
AUTHENTICATION CERTIFICATE
This Certificate of Obligation is one of the Certificates described in and delivered pursuant to the within-
mentioned Ordinance, and this Certificate has been issued in conversion of and exchange for, or replacement of, a
Certificate, Certificates, or a portion of a Certificate or Certificates of an issue which was originally approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
Paying Agent/Registrar
Registration Date:
By
Authorized Signature
. . .
rFORM OF STATEMENT OF INSURANCE
STATEMENT OF INSURANCE]
. . .
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FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
/
(Please insert Social Security or Taxpayer
Identification Number of Transferee)
/
(Please print or typewrite name and address, including zip code, of Transferee)
the within Certificate of Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to register the transfer of the
within Certificate of Obligation on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a
member fIrm of the New York Stock Exchange or a
commercial bank or trust company.
NOTICE: The signature above must correspond with
the name of the Registered Owner as it appears upon
the front of this Certificate of Obligation in every
particular, without alteration or enlargement or any
change whatsoever.
The following abbreviations, when used in the Assignment above or on the face of the within Certificate of
Obligation, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
IT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFf MIN ACT - Custodian
(Cust)
(Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
FORM OF INITIAL CERTIFICATE
The Initial Certificate shall be in the form set forth above for the DefInitive CertifIcates. exceot the
following shall reolace the heading and the first oaragraoh:
NO. I-I
$3,000,000
United States of America
State of Texas
CITY OF LA PORTE, TEXAS
CERTIFICATE OF OBLIGATION,
SERIES 2000
DATED DATE:
March 15,2000
REGISTERED OWNER:
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Principal Amount:
THREE MILLION DOLLARS ($3,000,000)
TIIE CITY OF LA PORTE, TEXAS (the "City" or the "Issuer"), for value received, acknowledges itself
indebted to and hereby promises to pay to the order of the Registered Owner, specified above, or the registered
assigns thereof (the "Registered Owner"), the Principal AmOWlt, specified above, with principal installments
payable on March 15 in each of the years, and bearing interest at per annum rates in accordance with the following
schedule:
YEARS OF
STATED MATURITIES
PRINCIPAL
INSTALLMENTS
$
INTEREST
RATES
%
(Infonnation to be inserted from schedule in Section 2.)
INTEREST on the Wlpaid Principal Amount hereof from the Dated Date, specified above, or from the most
recent interest payment date to which interest has been paid or duly provided for until the Principal AmOWlt has
become due and payment thereof has been made or duly provided for shall be paid computed on the basis of a 360-
day year of twelve 30-day months; such interest being payable on March 15 and September 15 of each year,
commencing September 15,2000.
TIIE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United
States of America, without exchange or collection charges. The final payment of principal of this Certificate shall
be paid to the Registered Owner hereof upon presentation and surrender of this Certificate at final maturity, at the
designated payment office of CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, Houston, Texas, which is
the "Paying Agent/Registrar" for this Certificate. The payment of principal installments and interest on this
Certificate shall be made by the Paying Agent/Registrar to the Registered Owner hereof as shown by the
Registration Books kept by the Paying Agent/Registrar at the close of business on the Record Date by check drawn
by the Paying Agent/Registrar on, and payable solely from, funds of the City required to be on deposit with the
Paying AgentJRegistrar for such purpose as hereinafter provided; and such check shall be sent by the Paying
AgentlRegistrar by United States mail, postage prepaid, on each such payment date, to the registered owner hereof
at its address as it appears on the Registration Books kept by the Paying AgentJRegistrar, as hereinafter described.
The record date ("Record Date") for payments hereon means the last calendar day of the month preceding a
scheduled payment. In the event of a non-payment of interest on a scheduled payment date, and for 30 days
thereafter, a new record date for such payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment thereof have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due payment (the "Special Payment Date", which shall
be 15 calendar days after the Special Record Date) shall be sent at least five business days prior to the Special
Record Date by United States mail, first class, postage prepaid, to the address of the Registered Owner appearing on
the books of the Paying AgentlRegistrar at the close of business on the last business day next preceding the date of
mailing of such notice. The City covenants with the Registered Owner that no later than each principal installment
payment date and interest payment date for this Certificate it will make available to the Paying AgentlRegistrar the
amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the
Certificates, when due, in the marmer set forth in the ordinance authorizing the issuance of the Certificates adopted
by the City Council of the City on March 27, 2000 (the "Ordinance").
FORM OF REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS.
lit Attach to or print on Initial Certificate only
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the
Attorney General of the State of Texas has examined and finds that this Certificate of Obligation has been issued in
conformity with the Constitution and laws of the State of Texas and is a valid and binding obligation of the City of
La Porte, Texas, and further that this Certificate of Obligation has been registered this day by me.
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WITNESS my signature and seal of office this
(COMPTROLLER'S SEAL)
Comptroller of Public Accounts of the State of Texas
[END OF FORMS]
In case any officer of the City whose manual or facsimile signature shall appear on any Certificate shall
cease to be such officer before the delivery of any such Certificate, such manual or facsimile signature shall
nevertheless be valid and sufficient for all purposes as if such officer had remained in office until such delivery.
Any Certificate which bears the facsimile signature of such person who at the actual time of the delivery of such
Certificate shall be an officer authorized to sign such Certificate, but who at the date of such Certificate was not such
an officer, shall be validly and sufficiently signed for all purposes as if such person had been such officer at the date
of such Certificate. The City authorizes the printing of a true and correct copy of an opinion of Akin, Gwnp,
Strauss, Hauer & Feld, L.L.P., Attorneys, relating to the validity and enforceability of the Certificates under Texas
law and the status of interest on the Certificates under federal income tax laws on the reverse side of each of the
Certificates over a certificate of identification executed by the facsimile signature of the City Secretary, and also
authorizes the imprinting of CUSIP (the American Bankers Association's Committee on Uniform Securities
Identification Procedures) numbers on the Certificates; provided, however, that the failure of such opinion,
certificate, or CUSIP numbers to appear on any Certificate, or any errors therein, or in any part of the Certificate the
form of which is not included in this Ordinance, shall in no way affect the validity or enforceability of the
Certificates or relieve the Initial Purchaser (hereinafter defined) of its obligation to accept delivery of and pay for the
Certificates.
SECTION 4. DEFINITIONS. In addition to other words and terms defined in this Ordinance (except those
defined and used in Section 3), and unless a different meaning or intent clearly appears in the context, the following
words and terms shall have the following meanings, respectively:
"Certificates" - Any Certificate or Certificates or all of the Certificates, as the case may be, of that series
styled "City of La Porte, Texas Certificates of Obligation, Series 2000" in the original aggregate principal amount of
$3,000,000 authorized by this Ordinance.
"Code" - The Internal Revenue Code of 1986, as amended.
"Government Obligations" - Direct obligations of the United States of America, which are non-callable
prior to the respective maturities of the Certificates and may be United States Treasury Obligations such as State and
local government series and may be in book entry-form.
"Initial Certificate" - The Certificate registered by the Comptroller of Public Accounts as described in
Section 10 hereof.
"Initial Purchaser" -
"Interest Payment Date" - When used in connection with any Certificate, shall mean September 15, 2000,
and each March 15 and September 15 thereafter until maturity of such Certificate.
"Issuer" or "City" - The City of La Porte, Texas, a municipal corporation and a political subdivision of the
State of Texas, or any successor thereto.
"Net Revenues" - The gross revenues of the System less the expense of operation and maintenance,
including all salaries, labor, materials, interest, repairs, and extensions necessary to render efficient service;
provided, however, that only such repairs and extensions as in the judgment of the City Council, reasonably and
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fairly exercised, 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 security of any bonds payable from and secured by a lien on the "Net Revenues" of the System
shall be deducted in detennining "Net Revenues."
"Ordinance" - This "Ordinance Authorizing the Issuance of $3,000,000 City of La Porte, Texas,
Certificates of Obligation, Series 2000, and Other Maners Related Thereto" adopted by the City Council on March
27,2000.
"Owners" - Any person who shall be the registered owner of any outstanding Certificates.
"Paying AgentlRegistrar" - Chase Bank of Texas, National Association and such other bank or trust
company as may hereafter be appointed in substitution therefor or in addition thereto to perfonn the duties of Paying
AgentlRegistrar in accordance with this Ordinance.
"Paying AgentlRegistrar Agreement" - The agreement dated as of March 15, 2000, between the Paying
AgentlRegistrar and the City relating to the registration, authentication, and transfer of the Certificates substantially
in the fonn of Exhibit A.
"Record Date" - The last calendar day of the month next preceding the applicable Interest Payment Date.
"Register" - The books of registration kept by the Paying AgentlRegistrar in which are maintained the
names and addresses of and the principal amounts registered to each Owner.
"System" - The City's parks and recreation system.
Tenns not otherwise defined herein are those used in the Parity Bonds Ordinances.
SECTION 5. CITY FUNDS. The City hereby conflnns the establishment of the following funds of the
City at a depository of the City:
(a) Interest and Sinking Fund. Tax Levy. and Pledge of Revenues. A special "City of La Porte Certificates
of Obligation Series 2000 Interest and Sinking Fund" (the "Interest and Sinking Fund") is hereby created and shall
be established and maintained by the City at an official depository bank of the City. The Interest and Sinking Fund
shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the
interest on and principal of the Certificates. The net proceeds of all ad valorem taxes levied and collected for and on
account of the Certificates shall be deposited, as collected, to the credit of the Interest and Sinking Fund.
During each year while any of the Certificates or interest thereon are outstanding and unpaid, the governing
body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise
and produce the money required to pay the interest on the Certificates as such interest comes due, and to provide and
maintain a sinking fund adequate to pay the principal thereof as such principal matures (but never less than 2% of
the original principal amount of the Certificates as a sinking fund each year); and the tax shall be based on the latest
approved tax rolls of the Issuer, with full allowances being made for tax delinquencies and the cost of ta.x collection.
The rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable
property in the Issuer for each year while any of the Certificates or interest thereon are outstanding and unpaid, and
the tax shall be assessed and collected each year and deposited to the credit of the Interest and Sinking Fund. The ad
valorem taxes sufficient to provide for the payment of the interest on and principal of the Certificates, as such
interest comes due and such principal matures, are hereby pledged irrevocably for such payment, within the limit
prescribed by law.
The Certificates additionally shall be payable from and secured by a subordinate lien on and pledge of
$1,000 of the revenues of the System, which amount is payable from the revenues remaining after payment of all
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operation and maintenance expenses of the System, and all debt service, reserve, and other requirements in
connection with all of the Issuer's revenue bonds or other obligations (now or hereafter outstanding) which are
payable from all or any part of the "Net Revenues" of the System. The City shall deposit such pledged surplus
revenues to the credit of the Interest and Sinking Fund created pursuant to this section.
The City reserves the right to issue, for any lawful purpose at any time, in one or more installments, bonds,
certificates of obligation, and other obligations of any kind payable in whole or in part from, and secured by a
pledge of the Net Revenues of the System that may be prior and superior in right to, on a parity with, or junior and
subordinate to the limited pledge of the Net Revenues securing the Certificates.
(b) Construction Fund. A special "City of La Porte Certificates of Obligation Series 2000 Construction
Fund" (the "Construction Fund") is hereby created and shall be established and maintained by the City at an official
depository bank of the City. The Construction Fund is the fund into which the net proceeds of the Certificates shall
be deposited except that any premium received from the Initial Purchaser shall be deposited to the Interest and
Sinking Fund Money in the Construction Fund shall be used to pay the costs necessary or appropriate to
accomplish the purposes for which the Certificates are issued.
SECTION 6. INVESTMENTS AND SECURITY. (a) Investment of Funds. The City may place money in
any fund created by this Ordinance in time or demand deposits or invest such money as authorized by law at the
time of such deposit; provided, however, that the City hereby covenants that the proceeds of the sale of the
Certificates will be used as soon as practicable for the pwposes for which the Certificates are issued. Obligations
purchased as an investment of money in a fund shall be deemed to be a part of such fund.
(b) Amounts Received from Investments. Except as othenvise provided by law, amounts received from the
investment of the Construction Fund may be retained in such fund or deposited to the Interest and Sinking Fund as
determined by the City Council. Any amounts received from the investment of the Interest and Sinking Fund shall
be deposited in the Interest and Sinking Fund.
(c) Security for Funds. All funds created by this Ordinance shall be secured in the manner and to the fullest
extent required by law for the security of funds of the City.
(d) Remaining Funds. Any money remaining after the pwposes for which the Certificates have been
accomplished shall be deposited in the Interest and Sinking Fund and the Construction Fund shall be closed.
SECTION 7. COVENANTS OF THE CITY. (a) General Covenants. The City covenants and represents
that:
(i) The City is a duly created city, operating and existing under the laws of the State of Texas, and is
duly authorized under the laws of the State of Texas to create and issue the Certificates, all action on its
part for the creation and issuance of the Certificates has been duly and effectively taken, and the
Certificates in the hands of the Owners thereof are and will be valid and enforceable obligations of the City
in accordance with their tenos.
(ii) The Certificates shall be ratably secured in such manner that no one Certificate shall have
preference over other Certificates.
(b) Covenants Regarding Tax Matters. The City covenants to take any action to maintain, or refrain from
any action which would adversely affect, the treatment of the Certificates as obligations described in section 103 of
the Code, the interest on which is not includable in "gross income" for federal income tax pwposes. In furtherance
thereof, the City specifically covenants as follows:
(i) To refrain from taking any action which would result in the Certificates being treated as "private
activity bonds" within the meaning of section 141 (a) of the Code;
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(ii) To take any action to assure that no more than 10% of the proceeds of the Certificates or the
projects financed therewith are used for any "private business use," as defined in section 141(b)(6) of the
Code or, if more than 10% of the proceeds or the projects financed therewith are so used, that amounts,
whether or not received by the City with respect to such private business use, do not under the tenns of this
Resolution or any underlying arrangement, directly or indirectly, secure or provide for the payment of more
than 10% of the debt service on the Certificates, in contravention of section 141 (b )(2) of the Code;
(iii) To take any action to assure that in the event that the "private business use" described in paragraph
(ii) hereof exceeds 5% of the proceeds of the Certificates or the projects financed therewith, then the
amount in excess of 5% is used for a "private business use" which is "related" and not "disproportionate,"
within the meaning of section 141(b)(3) of the Code, to the govenunental use;
(iv) To take any action to assure that no amount which is greater than the lesser of $5,000,000 or 5% of
the proceeds of the Certificates is directly or indirectly used to finance loans to persons, other than state or
local govenunental units, in contravention of section 141(c) of the Code;
(v) To refrain from taking any action which would result in the Certificates being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(vi) Except to the extent permitted by section 148 of the Code and the regulations and rulings
thereunder, to refrain from using any portion of the proceeds of the Certificates, directly or indirectly, to
acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as
defined in section 148(b)(2) of the Code) which produces a materially higher yield over the tenn of the
Certificates.
(vii) To othenvise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of
the Certificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements
of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code
(relating to advance refundings);
(viii) Except to the extent otherwise provided in section 148(.0 of the Code and the regulations and
rulings thereunder, to pay to the United States of America at least once during each five year period
(beginning on the date of delivery of the Certificates) an amount that is at least equal to 90% of the "Excess
Earnings," within the meaning of section 148(f) of the Code, and to pay to the United States of America,
not later than 60 days after the Certificates have been paid in full, 100% of the amount then required to be
paid as a result of Excess Earnings under section 148(f) of the Code;
(ix) To maintain such records as will enable the City to fulfill its responsibilities under this subsection
and sections 141 and 148 of the Code and to retain such records for at least six years following the final
payment of principal and interest on the Certificates; and
(x) To comply with the information reporting requirements of section 149(e) of the Code.
For the purposes of the foregoing, in the case of a refunding bond, the tenn proceeds includes transferred proceeds
and, for purposes of paragraphs (ii) and (iii), proceeds of the refunded bonds.
The covenants contained herein are intended to assure compliance with the Code and any regulations or
rulings promulgated by the U.S. Department of Treasury pursuant thereto. In the event that regulations or rulings
are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Certificates, the City
will not be required to comply with any covenant contained herein to the extent that such modification or expansion,
in the opinion of nationally-recognized bond counsel, will not adversely affect the exclusion from gross income of
interest on the Certificates under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated which impose additional requirements which are applicable to the Certificates. the City agrees to
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comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond
counsel, to preserve the exclusion from gross income ofinterest on the Certificates under section 103 of the Code.
Proper officers of the City charged with the responsibility of issuing the Certificates are hereby authorized
and directed to execute any documents, certificates, or reports required by the Code and to make such elections, on
behalf of the City, which may be pennitted by the Code as are consistent with the purpose for the issuance of the
Certificates.
Notwithstanding any other provision in this Resolution, to the extent necessary to preserve the exclusion
from gross income of interest on the Certificates under section 103 of the Code the covenants contained in this
subsection shall survive the later of the defeasance or discharge of the Certificates.
(c) Covenants RelZardinlZ Sale. Lease. or DisDosition of Financed ProDertv. The City covenants that the City
will regulate the use of the property financed, directly or indirectly, with the proceeds of the Certificates and will not
sell, lease, or otherwise dispose of such property unless (i) the City takes the remedial measures as may be required
by the Code and the regulations and rulings thereunder in order to preserve the exclusion from gross income of
interest on the Certificates under section 103 of the Code or (ii) the City seeks the advice of nationally-recognized
bond counsel with respect to such sale, lease, or other disposition.
SECTION 8. DESIGNATION AS QUALIFIED TAX-EXEMPT OBLIGATIONS. The City hereby
designates the Certificates as "qualified tax-exempt obligations" as defined in section 265(b)(3) of the Code. In
furtherance of such designation, the City represents, covenants, and warrants the following: (a) during the calendar
year in which the Certificates are issued, the City (including any subordinate entities) has not designated nor will
designate obligations, which when aggregated with the Certificates, will result in more than $10,000,000 of
"qualified tax-exempt obligations" being issued; (b) the City reasonably anticipates that the amount of tax-exempt
obligations issued during 2000 by the City (including any subordinate entities) will not exceed $10,000,000; and (c)
the City will take such action which would assure, or to refrain from such action which would adversely affect, the
treatment of the Certificates as "qualified tax-exempt obligations."
SECTION 9. PAYING AGENT/REGISTRAR. The Paying Agent/Registrar is hereby appointed as paying
agent for the Certificates and the City is hereby authorized to enter into any type of agreement necessary for the
Paying Agent/Registrar to perform its duties hereunder. The principal of and premiwn, if any, on the Certificates
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, is legal tender for the payment of debts due the United States of America, upon their
presentation and surrender as they respectively become due and payable at maturity, at the designated payment
office of the Paying Agent/Registrar. The interest on each Certificate shall be payable by check payable on the
Interest Payment Date mailed by the Paying AgentlRegistrar on or before each Interest Payment Date to the Owner
of record as of the Record Date, to the address of such Owner as shown on the Register, or in such other manner as
may be acceptable to the Owner and the Paying AgentlRegistrar.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose name any
Certificate is registered as the absolute Owner of such Certificate for the purpose of making and receiving payment
of the principal thereof and premiwn, if any, thereon, and for the further purpose of making and receiving payment
of the interest thereon and for all other purposes, whether or not such Certificate is overdue, and neither the City nor
the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. All payments made to the
person deemed to be the Owner of any Certificate in accordance with this Ordinance shall be valid and effectual and
shall discharge the liability of the City and the Paying Agent/Registrar upon such Certificate to the extent of the
sums paid.
So long as any Certificates remain outstanding, the Paying Agent/Registrar shall keep the Register at its
designated corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Paying
AgentlRegistrar shall provide for the registration and transfer of Certificates in accordance with the tenns of this
Ordinance.
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The City may at any time and from time to time appoint another Paying AgentJRegistrar in substitution for
the previous Paying AgentJRegistrar; provided that any such Paying AgentJRegistrar shall be a corporation
organized and doing business under the laws of the United States of America or any State, authorized under such
laws to exercise trust powers, subject to supervision or examination by federal or state authority, and a transfer agent
registered with the Securities and Exchange Commission. In such event, the City shall give notice by certified mail
to each Owner at least 30 days prior to the effective date of such substitution. Any bank or trust company with or
into which any Paying AgentJRegistrar may be merged or consolidated, or to which the assets and business of
Paying AgentJRegistrar may be sold or otherwise transferred, shall be deemed the successor of such Paying
AgentlRegistrar for the purposes of this Ordinance.
The Mayor and City Secretary are hereby authorized to enter into, execute, and deliver the Paying
AgentlRegistrar Agreement with the initial Paying AgentlRegistrar in substantially the form presented to the City on
this date.
SECTION 10. INITIAL CERTIFICATE: EXCHANGE OR TRANSFER OF CERTIFICATES. Initially,
one Certificate (the "Initial Certificate") nwnbered I-I as described in Section 2, and representing the entire
principal amount of the Certificates shall be registered in the name of the Initial Purchaser and 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 or his duly authorized agent, by manual signature, and the Initial Certificate shall be
effective and valid without the Authentication Certificate being signed by the Paying AgentJRegistrar. At any time
thereafter, the Owner may deliver the Initial Certificate to the Paying AgentlRegistrar for exchange, accompanied by
instructions from the Owner or designee designating the persons, maturities, and principal amounts to and in which
the Initial Certificates are to be transferred and the addresses of such persons, and the Paying AgentJRegistrnr shall
thereupon, within not more than three days, register and deliver such Certificates upon authorization of the City as
provided in such instructions.
Each Certificate shall be transferable only upon the presentation and surrender thereof at the designated
payment office of the Paying Agent/Registrar, duly endorsed for transfer, or accompanied by an assignment duly
executed by the Owner or his authorized representative in form satisfactory to the Paying Agent/Registrar. Upon
presentation of any Certificate for transfer, the Paying AgentJRegistrar shall authenticate and deliver in exchange
therefor, to the extent possible and under reasonable circumstances within three business days after such
presentation, a new Certificate or Certificates, registered in the name of the transferee or transferees, in authorized
denominations and of the same maturity and aggregate principal amount and bearing interest at the same rate as the
Certificate or Certificates so presented.
All Certificates shall be exchangeable upon presentation and surrender thereof at the designated payment
office of the Paying AgentJRegistrar for a Certificate or Certificates of the same maturity and interest rate and in any
authorized denomination, in an aggregate principal amount equal to the unpaid principal amount of the Certificate or
Certificates presented for exchange. The Paying AgentlRegistrar shall be and is hereby authorized to authenticate
and deliver exchange Certificates in accordance with this Ordinance and each Certificate so delivered shall be
entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of
which such Certificate is delivered.
The City or the Paying Agent/Registrar may require the Owner of any Certificate to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such
Certificate. Any fee or charge of the Paying AgentJRegistrar for such transfer or exchange shall be paid by the City.
SECTION 11. SALE AND DELIVERY OF CERTIFICATES. (a) Sale. The sale of the Certificates to the
Initial Purchaser pursuant to the taking of competitive bids at a price of par, plus accrued interest to the date of
delivery [and a premiwn of $.--J is hereby confirmed. It is hereby officially found. determined, and declared
that the Initial Purchaser submitted the bid which results in the lowest true interest cost to the City and delivery of
the Certificates to the Initial Purchaser shall be made as soon as practicable after the adoption of this Ordinance,
upon payment therefor, in accordance with the terms of sale. The Initial Certificate shall be registered in the name
of the Initial Purchaser. The officers of the City are hereby authorized and directed to execute and deliver such
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certificates, instructions, or other instruments as are required or necessary to accomplish the pwposes of this
Ordinance.
(b) Approval of Official Statement. The City hereby approves the fonn and content of the Official
Statement relating to the Certificates and any addenda, supplement, or amendment thereto, and approves the
distribution of such Official Statement in the reotTering of the Certifica(es by the Initial Pw-chaser in fmal fonn, with
such changes therein or additions thereto as the officer executing the same may deem advisable, such determination
to be conclusively evidenced by his execution thereof. The fonn and content of and the distribution and use of the
Official Statement dated March 13, 2000, prior to the date hereof is hereby ratified and confmned. The Council
finds and detennines that the Preliminary Official Statement is "deemed final" as that tenn is defined in 17 C.F.R.
Section 240.15c2-12.
(c) Le2al Oninion. The Initial Purchaser's obligation to accept delivery of the Certificate is subject to its
being furnished an opinion of Akin, Gump, Strauss, Hauer & FeId, L.L.P., Attorneys, such opinion to be dated and
delivered as of the date of delivery and payment for the Certificates.
(d) Re2istration and Delivery. Upon the registration of the Initial Certificate, the Comptroller of Public
Accounts of the State of Texas is authorized and instruct to deliver the Initial Certificate pursuant to the instruction
of the Mayor for delivery to the Initial Purchaser.
SECTION 12. CITY OFFICERS' DUTIES. (a) Issuance of Certificates. The Mayor shall submit the
Initial Certificate, the record of the proceedings authorizing the issuance of the Certificates, and any and all other
necessary orders, certificates, and records to the Attorney General of the State of Texas for his investigation. After
obtaining the approval of the Attorney General, the Mayor shall cause the Initial Certificate to be registered by the
Comptroller of Public Accounts of the State of Texas. The officers or acting officers of the City ate authorized to
execute and deliver on behalf of the City such certificates and instruments as may be necessary or appropriate prior
to delivery of and payment for the Certificates to and by the Initial Purchaser.
(b) Execution of Ordinance. The Mayor and the City Secretary are authorized to execute the Certificate to
which this Ordinance is attached on behalf of the City and to do any and all things proper and necessary to cany out
the intent thereof.
SECTION 13. REMEDIES OF OWNERS. In addition to all rights and remedies of any Owner of the
Certificates provided by the laws of the State of Texas, the City covenants and agrees that in the event the City
defaults in the payment of the principal of or interest on any of the Certificates when due, fails to make the payments
required by this Ordinance to be made into the Interest and Sinking Fund, or defaults in the observance or
perfonnance of any of the covenants, conditions, or obligations set forth in this Ordinance, the Owner of any of the
Certificates shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring
the City and other officers of the City to observe and perfonn any covenant, obligation, or condition prescribed in
this Ordinance. No delay or omission by any Owner to exercise any right or power accruing to such Owner upon
default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence
therein, and every such right or power may be exercised from time to time and as often as may be deemed expedient.
The specific remedies mentioned in this Ordinance shall be available to any Owner of any of the Certificates and
shall be cumulative of all other existing remedies.
SECTION 14. LOST. STOLEN. DESTROYED. DAMAGED. OR MUTILATED CERTIFICATES:
DESTRUCTION OF PAID CERTIFICATES. (a) RenIacement Certificates. In the event any outstanding Certificate
shall become lost, stolen, destroyed, damaged, or mutilated, at the request of the Owner thereof, the City shall cause
to be executed, registered by the Paying Agent/Registrar, and delivered a substitute Certificate of like date and tenor,
in exchange and substitution for and upon cancellation of such mutilated or damaged Certificate, or in lieu of and
substitution for such Certificate, lost, stolen, or destroyed, subject to the provisions of subsections (b), (c), (d) and
(e) of this Section.
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(b) ADDlication and Indemnitv. Application for exchange and substitution of lost, stolen, destroyed,
damaged, or mutilated Certificates shall be made to the City. In every case the applicant for a substitute Certificate
shall furnish to the City such deposit for fees and costs as may be required by the City to save it and the Paying
AgentlRegistrar hannless from liability. In every case of loss, theft, or destruction of a Certificate, the applicant
shall also furnish to the City indemnity to the City's satisfaction and shall file with the City evidence to the City's
satisfaction of the loss, theft, or destruction and of the ownership of such Certificate. In every case of damage or
mutilation of a Certificate, the applicant shall surrender the Certificate so damaged or mutilated to the Paying
AgentlRegistrar.
(c) Matured Certificates. Notwithstanding the foregoing provisions of this Section, in the event any such
Certificate shall have matured, and no default has occurred which is then continuing in payment of the principal of
or interest on the Certificates, the City may authorize the payment of the same (without surrender thereof except in
the case of a damaged or mutilated Certificate) instead of issuing a substitute Certificate, if any, provided security or
indemnity is furnished as above provided in this Section.
(d) Exoenses of Issuance. Upon the issuance of any substitute Certificate, the City may charge the owner
of such Certificate with all fees and costs incurred in connection therewith. Every substitute Certificate issued
pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen, destroyed, damaged,
or mutilated shall constitute a contractual obligation of the City, whether or not the lost, stolen, destroyed, damaged,
or mutilated Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and proportionately with any and all other Certificates duly issued under this
Ordinance.
(e) Authoritv to Issue Substitute Certificates. This Ordinance shall constitute sufficient authority for the
issuance of any such substitute Certificate without necessity of further action by the City or any other body or
person, and the issuance of such substitute Certificates is hereby authorized, notwithstanding any other provisions of
this Ordinance.
(f) Destruction of Paid Certificates. At any time subsequent to the payment thereof, the Paying
AgentlRegistrar is authorized to cancel and destroy any Certificates duly paid, and promptly after any such
destruction, the Paying AgentlRegistrar shall furnish to the City a certificate evidencing such destruction.
SECTION 15. REDEMPTION. The Certificates are subject to optional redemption as described in the
FORM OF CERTIFICATES in Section 3 of this Ordinance.
SECTION 16. DEFEASANCE. Any Certificate shall be deemed to be paid and shall no longer be
considered to be a "Certificate" within the meaning of tltis Ordinance when payment of the principal of and the
premium, if any, on such Certificate, plus interest thereon to the due date thereof (whether such due date be by
reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms
thereof or (ii) shall have been provided for by depositing with an escrow agent (the "Escrow Agent"), for such
payment, (a) money sufficient to make such payment or (b) Governmental Obligations certified by an independent
public accounting finn of national reputation to be of such maturities and interest payment dates and to bear such
interest as will, without further investment or reinvestment of either the principal amount thereof or the interest
earning therefrom (likewise to be held in trust and committed, except as hereinafter provided), be sufficient to make
such payment or (c) a combination of money and Governmental Obligations together so certified to be sufficient;
provided, however, that all the expenses pertaining to the Certificates with respect to which such deposit is made
shall have been paid or the payment thereof provided for to the satisfaction of the Escrow Agent. Notwithstanding
anything herein to the contrary, no such deposit shall have the effect described in this Section if made during the
subsistence of a default in the payment of any Certificate unless made with respect to all of the Certificates then
outstanding. Any money and Governmental Obligations deposited for such purpose shall be held by the Escrow
Agent in a segregated account in trust or escrow for the Owners with respect to which such deposit is made and,
together with any investment income therefrom, shall be disbursed solely to pay the principal of and interest on such
Certificates when due. No money or Governmental Obligations so deposited shall be invested or reinvested unless
in Governmental Obligations and unless such money and Governmental Obligations not invested and such new
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investments are together certified by an independent public accounting firm of national reputation to be of such
amounts. maturities, and interest payment dates and to bear such interest as will, without further investment or
reinvestment of either the principal amount thereof or the interest earnings therefrom, be sufficient to make such
payment. At such times as a Certificate shall be deemed to be paid hereunder, as aforesaid, they shall no longer be
entitled to the benefits of this Ordinance, except for the purposes of any such payment from such money or
Governmental Obligations.
SECTION 17. ORDINANCE A CONTRACT: AMENDMENTS. This Ordinance shall constitute a
contract with the Owners, from time to time, of the Certificates, binding on the City and its successors and assigns,
and shall not be amended or repealed by the City as long as any Certificate remains outstanding except as pennitted
in this Section. The City may, without the consent of or notice to any Owners, amend, change, or modify this
Ordinance as may be required (i) by the provisions hereof, (ii) in connection with the adoption of any Parity Bonds
Ordinances, (iii) for the purpose of curing any ambiguity, inconsistency, or formal defect or omission herein, or (iv)
in connection with any other change which is not to the prejudice of the Owners. The City may, with the written
consent of the Owners of a majority in aggregate principal amount of Certificates then outstanding affected thereby,
amend, change, modify, or rescind any provisions of this Ordinance; provided, however, that without the consent of
all of the Owners affected, no such amendment, change, modification, or rescission shall (i) extend the time or times
of payment of the principal of and interest on the Certificates, reduce the principal amount thereof to the rate of
interest thereon, or in any other way modify the terms of payment of the principal of or interest on bonds or
certificates on a parity with the lien of the Certificates, (ii) give any preference of any Certificate over any other
Certificate, (iii) extend any waiver of default to subsequent defaults, or (iv) reduce the aggregate principal amount of
Certificates required for consent to any such amendment, change, modification, or rescission. When the City desires
to make any amendment or addition to or rescission of this Ordinance requiring consent of the Owners, the City
shall cause notice of the amendment, addition, or rescission to be given as described above for a notice of
redemption. When at any time within one year after the date of the giving of such notice, the City shall receive an
instrument or instruments in writing executed by the appropriate number of Owners of the Certificates then
outstanding affected by any such amendment, addition, or rescission requiring the consent of Owners, which
instrument or instruments shall refer to the proposed amendment, addition, or rescission described in such notice and
shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred
to in such notice, thereupon, but not otherwise, the City may adopt such amendment, addition, or rescission in
substantially such fonn, except as herein provided. No Owner may thereafter object to the adoption of such
amendment, addition, or rescission, or to any of the provisions thereof, and such amendment, addition, or rescission
shall be fully effective for all purposes.
SECTION 18. CONTINUING DISCLOSURE. (a) Annual Reoorts. The City shall provide annually to
each nationally-recognized municipal securities information repository ("NRMSIR") and to any state information
depository ("SID"), within six months after the end of each fiscal year ending in or after 2000, fmancial information
and operating data with respect to the City of the general type included in the final Official Statement authorized by
Section 15 of this Ordinance, being the infonnation described in Exhibit B hereto. Any financial statements so to be
provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B hereto and (2)
audited, if the City commissions an audit of such statements and the audit is completed within the period during
which they must be provided. If the audit of such financial statements is not complete within such period, the City
shall provide audited fmancial statements for the applicable fiscal year to each NRMSIR and any SID when and if
the audit report on such statements becomes available.
If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial
information and operating data pursuant to this Section.
The fmancial information and operating data to be provided pursuant to this Section may be set forth in full
in one or more documents or may be included by specific reference to any document (including an official statement
or other offering document) if it is available from the Municipal Securities Rulemaking Board (the "MSRB") that
theretofore has been provided to each NRMSIR and any SID or filed with the Securities and Exchange Commission
(the "SEC").
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(b) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a
timely manner, of any of the following events with respect to the Certificates, if such event is material within the
meaning of the federal securities laws: (i) principal and interest payment delinquencies; (ii) non-payment related
defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on
credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure
to perform; (vi) adverse ta=< opinions or events affecting the ta:<-exempt status of the Certificates; (vii) modifications
to rights of holders of the Certificates; (viii) calls; (ix) defeasances; (x) release, substitution, or sale of property
securing repayment of the Certificates; and (xi) rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by
the City to provide financial information or operating data in accordance with this Section by the time required by.
this Section.
(c) Limitations. Disclaimers. and Amendments. The City shall be obligated to observe and perform the
covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person"
with respect to the Certificates within the meaning of SEC Rule ISc2-12 (the "Rule"), except that the City in any
event will give notice of any deposit made in accordance with Section 17 above that causes the Certificates no
longer to be outstanding and any call of Certificates made in connection therewith.
The provisions of this Section are for the sole benefit of the Owners and beneficial owners of the
Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right,
remedy, or claim hereunder to any other person. The City undertakes to provide only the fmancial information,
operating data, fmancial statements, and notices which it has expressly agreed to provide pursuant to this Section
and does not hereby undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update any information
provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make
any representation or warranty concerning such information or its usefulness to a decision to invest in or sell
Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER OR BENEFICIAL
OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES
RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR
WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY
RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or perfonning its obligations under this Section shall comprise a breach
of or default under this Ordinance for purposes of any other provisions of this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City
under federal and state securities laws.
The provisions of this Section may be amended, supplemented, or repealed by the City from time to time
under the following circumstances, but not otherwise: (1) to adapt to changed circumstances that arise from a change
in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, if
the provisions of this Section, as so supplemented or amended, would have permitted an underwriter to purchase or
sell Certificates in the present offering in compliance with the Rule and either the Owners of a majority in aggregate
principal amount of the outstanding Certificates consent to such amendment, supplement, or repeal, or any State
agency or official determines that such amendment, supplement, or repeal will not materially impair the interests of
the beneficial owners of the Certificates, (2) upon repeal of the applicable provisions of the Rule, or any judgment
by a court of final jurisdiction that such provisions are invalid, or (3) in any other circumstance or manner pennitted
by the Rule.
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SECTION 19. BOOK-ENTRY ONt Y SYSlEM. It is intended that the Certificates initially be registered
so as to participate in a securities depository system (the "DTC System") with The Depository Trust Company, New
York, New York, or any successor entity thereto ("DTC"), as set forth herein. The definitive Certificates shall be
issued in the fonn of a separate single definitive Certificate for each maturity. Upon issuance, the ownership of each
such Certificate shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the outstanding
Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying
Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with
DTC as shall be necessary to effectuate the DTC System, including a "Letter of Representation" (the
"Representation Letter").
With respect to the Certificates registered in the name of Cede & Co., as nominee of DTC, the City and the
Paying AgentlRegistrar shall have no responsibility or obligation to any broker-dealer, bank, or other fmanciaI
institution for which DTC holds the Certificates from time to time as securities depository (a "Depository
Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Certificates
(an "Indirect Participant"). Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Cede & Co., or any Depository Participant with respect to any ownership interest in the Certificates, or (ii) the
delivery to any Depository Participant or any Indirect Participant or any other Person, other than a registered owner
of a Certificate, of any amount with respect to principal of, premium, if any, or interest on the Certificates. While in
the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a
Certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest
pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that
DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this
Ordinance with respect to interest checks or drafts being mailed to the holder, the word "Cede & Co." in this
Ordinance shall refer to such new nominee of DTC.
In the event that (a) the City detennines that DTC is incapable of discharging its responsibilities described
herein and in the Representation Letter, (b) the Representation Letter shall be tenninated for any reason, or (c) DTC
or the City determines that it is in the best interest of the beneficial owners of the Certificates that they be able to
obtain certificated Certificates, the City shall notify the Paying Agent/Registrar, DTC, and Depository Participants
of the availability within a reasonable period of time through DTC of certificated certificates, and the Certificates
shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the
City may determine that the Certificates shall be registered in the name of and deposited with a successor depository
operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee,
and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the
Certificates may be registered in whatever names the registered owners of Certificates transferring or exchanging the
Certificates shall designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is
registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if
any, and interest on such Certificate and all notices with respect to such Certificate shall be made and given,
respectively, in the manner provided in the Representation Letter.
SECTION 20. OTHER DOCUMENTS. The Mayor and the City Secretary are hereby authorized to
execute and attest to such other documents, certificates, letters of instruction, tax infonnation fonns, and other
agreements of any kind which, in the opinion of Bond Counsel, are necessary or advisable in order to issue the
Certificates and verify that the interest on the Certificates will be exempt from gross income of the holders thereof
under current federal tax law.
SECTION 21. FURTHER PROCEDURES. The Mayor and the City Secretary, and all other officers,
employees, attorneys, and agents of the City and each of them, shall be and they are hereby expressly authorized,
empowered, and directed from time to time and at any time to do and perfonn all such acts and things and to
execute, acknowledge, and deliver in the name and under the seal and on behalf of the City, all such instruments,
whether or not herein mentioned, as may be necessary or desirable in order to carry out the tenns and provisions of
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this Ordinance, the Certificates, and the Official Statement. In case any officer whose signature shall appear on any
Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be
valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Prior to
the initial delivery of the Certificates, the Mayor and the City Secretary and Bond Counsel to the City are hereby
authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the
instruments authorized by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or
more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from
any of the national bond rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney
General's office.
SECTION 22. MISCELLANEOUS PROVISIONS. (a) Titles Not Restrictive. The titles assigned to the
various sections of this Ordinance are for convenience only and shall not be considered restrictive of the subject
matter of any section or of any part of this Ordinance.
(b) Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict or
inconsistent with any provision of this Ordinance are hereby repealed and declared to be inapplicable, and the
provisions of this Ordinance shall be and remain controlling as to the matters prescribed herein.
(c) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or provision of this
Ordinance or the appliCation thereof to any person or circumstances shall be held to be invalid, the remainder of this
Ordinance shall nevertheless be valid and the City hereby declares that this Ordinance would have been enacted
without such invalid word, phrase, clause, paragraph, sentence, part, portion, or provisions.
(d) Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the
State of Texas.
(e) Onen Meeting. The City officially finds and determines the meeting at which this Ordinance is adopted
was open to the public and that public notice of the time, place, and purpose of such meeting was given, all as
required by Chapter 551, Texas Government Code.
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(f) Effective Date. This Ordinance shall take effect and be in full force and effect from and after the date of
its passage, and it is so ordained.
PASSED AND APPROVED this March 27,2000.
Mayor, City of La Porte, Texas
A TrEST:
City Secretary, City of La Porte, Texas
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EXHIBIT A
PAYING AGENTIREGISTRAR AGREEMENT
THIS PAYING AGENTIREGISTRAR AGREEMENT entered into as of March 15, 2000 (the
"Agreement"), by and between the CITY OF LA PORTE, TEXAS (the "Issuer"), and CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, a banking association duly organized and existing under the laws of the United States
of America (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of La Pone, Texas
Certificates of Obligation, Series 2000" (the "Securities"), such Securities to be issued in fully registered form only
as to the payment of principal and interest thereon;
WHEREAS, the Securities are scheduled to be delivered to the initial purchaser thereof as provided in the
"Ordinance" (hereinafter defined);
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the
payment of the principal of, premium, if any, and interest on the Securities and with respect to the registration,
transfer, and exchange thereof by the registered owners thereof;
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full
power and authority to perform and serve as Paying Agent/Registrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE I. APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to
the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer
the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered
owners thereof, all in accordance with this Agreement and the Ordinance.
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the
Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of
said Securities and with respect to the transfer and exchange thereof as provided herein and in the Ordinance.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the
Securities.
Section 1.02. Comoensation. As compensation for the Bank's services as Paying Agent/Registrar, the
Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year
of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for
services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days
prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal
Year.
In addition, the Issuer 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).
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ARTICLE II. DEFINITIONS
Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or
unless the conteXt otheIWise requires:
"Bank Office" means the designated principal corporate trust office of the Bank as indicated on the
signature page hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office.
"Bank Principal Payment Office" means Dallas, Texas.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person in whose name a Security is registered in the
Security Register.
"Issuer Request" and "Issuer Ordinance" means a written request or order signed in the name of the Issuer
by the Mayor of the Issuer, the Director of Finance of the Issuer, the City Manager, or the City Secretary of the
Issuer, anyone or more of said officials, delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Ordinance" mean the ordinance of the governing body of the Issuer pursuant to which the Securities are
issued, certified by the City Secretary or any other officer of the Issuer and delivered to the Bank.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political subdivision of a government.
"Predecessor Securities" of any particular Security means every previous Security evidencing all or a
portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition,
any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered
in lieu thereof pursuant to Section 4.06 hereof and the Ordinance).
"Redemption Date" when used with respect to any Security to be redeemed means the date fixed for such
redemption pursuant to the terms of the Ordinance.
"Responsible Officer" when used with respect to the Bank means the Chainnan or Vice-Chainnan of the
Board of Directors, the Chairman or Vice-chairman of the Executive Committee of the Board of Directors, the
President, any 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 perfonning 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.
"Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the
registration and transfer of the Securities.
"Stated Maturity" means the date specified in the Ordinance the principal of a Security is scheduled to be
due and payable.
Section 2.02. Other Definitions. The terms "Bank," Issuer," and "Securities (Security)" have the
meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying AgentlRegistrar" refers to the Bank in the performance of the duties and functions of this
Agreement.
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ARTICLE III. PAYING AGENT
Section 3.01. Duties of Pavine Aeent. As Paying Agent, the Bank shall, provided adequate collected
funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the
principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon
surrender of the Security to the Bank at the Bank Principal Payment 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 Issuer, pay on behalf of the Issuer the interest on each Security when due, by
computing the amount of interest to be paid each Holder and preparing and sending checks by United States Mail,
first class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor Securities) on
the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable to
the Bank, requested in writing by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on
the Securities on the dates specified in the Ordinance.
ARTICLE IV. REGISTRAR
Section 4.01. Security Rel!ister - Transfers and Exchanl!:es. The Bank agrees to keep and maintain for
and on behalf of the Issuer at the Bank Principal Payment Office books and records (herein sometimes referred to as
the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer,
exchange, and replacement of the Securities, and the payment of the principal of and interest on the Securities to the
Holders and containing such other information as may be reasonably required by the Issuer and subject to such
reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacement of
Securities shall be noted in the Security Register. A copy of the Security Register will be maintained at the offices
of the Bank's agent in Houston, Texas.
Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written
instrwnent of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a
member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the
Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer,
or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange
or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities
delivered to the Holder or the assignee of the Holder in not more than three business days after the receipt of the
Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange
duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
Agent/Registrar.
Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate
transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in
safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in
safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political
subdivisions or corporations for which it serves as registrar. or that is maintained for its own securities.
Section 4.03. Form of Security Rel!ister. The Bank, as Registrar, will maintain the Security Register
relating to the registration, payment, transfer, and exchange of the Securities 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 Security
Register in any fonn other than those which the Bank has currently available and currently utilizes at the time.
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The Security 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 Security Holders. The Bank will provide the Issuer at any time requested by the
Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer
may also inspect the information contained in the Security 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.
Unless required by law, the Bank will not release or disclose the contents of the Security Register to any
person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt
of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure
of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order
or such release or disclosure of the contents of the Security Register.
Section 4.05. Return of Cancelled Certificates. All Securities surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly cancelled by it and, if surrendered
to the Issuer, shall be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank.
The Issuer may at any time deliver to the Bank for cancellation any Securities previously authenticated and
delivered which the Issuer may have acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Bank. All cancelled Securities held by the Bank shall be destroyed, and evidence of such
destruction furnished to the Issuer at such reasonable intervals as it determines subject to applicable rules and
regulations of the Securities and Exchange Commission.
Section 4.06. Mutilated. Destroved. Lost. or Stolen Securities. The Issuer hereby instructs the Bank,
subject to the applicable provisions of the Ordinance. to deliver and issue Securities in exchange for or in lieu of
mutilated, destroyed. lost, or stolen Securities as long as the same does not result in an over issuance.
In case any Security shall be mutilated, or destroyed, lost, or stolen, the Bank, in its discretion, may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not
contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in
substitution for such destroyed lost or stolen Security, only after (i) the filing by the Holder thereof with the Bank of
evidence satisfactory to the Bank of the destruction, loss. or theft of such Security, and of the authenticity of the
ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer
and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation.
execution, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or
destroyed, lost. or stolen.
Section 4.07. Transaction Information to Issuer. The Bank will. within a reasonable time after receipt of
written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section
3.01, Securities it has delivered upon the tranSfer or exchange of any Securities pursuant to Section 4.01. and
Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06.
Section 4.08. Redemption of Securities. Securities which are redeemable before their stated maturity shall
be redeemable in accordance with Section 3 of the Ordinance and terms in accordance with this Article IV.
Section 4.09. Notice of Redemption. Notice of redemption shall be given by the Bank in the name at the
expense of the Issuer not less than 30 or more than 4S days prior to the date of redemption, to each Registered
Owner of Securities to be redeemed and otherwise required by the Ordinance.
All notices of redemption shall include the CUSIP number and statement as to:
(a) the date of redemption;
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(b) the price of the Securities expressed as a percentage of par amount of the Securities;
(c) the principal amount of Securities to be redeemed, and, if less than all outstanding Securities are to be
redeemed, the identification (and, in case of partial redemption, .the principal amounts) of the Securities to be
redeemed;
(d) that on the date of redemption the principal of each of the Securities to be redeemed will become due
and payable and that the interest thereon shall cease to accrue from and after said date; and
(e) that the Securities to be redeemed are to be surrendered for payment of the price stated in the notice of
redemption at the designated principal payment office of the Bank, and the address of such office.
The Bank shall, at the expense of the Issuer, provide notice to designated securities depositories and
information services based upon the then current guidelines of the Securities and Exchange Commission relating to
redemptions and refundings of municipal bonds, including the Securities. The Bank, at the expense of the Issuer,
shall also provide notice to any other addressees as the Issuer shall designate in writing.
ARTICLE V. THE BANK
Section 5.01. Duties of Bank. The Bank undertakes to perfonn the duties set forth herein and agrees to
use reasonable care in the perfonnance thereof.
Section 5.02. Reliance on Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the
statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer,
unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise
incur any financial liability for perfonnance of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
satisfactory to it against such risks or liability is not assured to it.
(d) 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 believed by it to be genuine and to have been signed or presented by the proper party or
parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any
Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. 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 Issuer.
(e) The Bank may consult with counsel, and the written advice of such counselor any opinion of counsel
shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it
hereunder in good faith and in reliance thereon.
(f) The Bank may exercise any of the powers hereunder and perfonn any duties hereunder either directly or
by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer. The recitals contained herein with respect to the Issuer and in the
Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness.
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The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other
Person for any amount due on any Security from its own funds.
Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were
not the Paying Agent/Registrar, or any other agent
Section 5.05. Monev Held by Bank. (a) Money held by the Bank hereunder shall be held for the benefit
of the Registered Owners of the Securities.
(b) The Bank shall be under no obligation to pay interest on any money received by it hereunder.
(c) Except to the extent provided otherwise in the Ordinance, any money deposited with the Bank for the
payment of the principal on, redemption premium, if any, or interest on any security and remaining unclaimed for
three years after the dates such amounts have become due and payable shall be reported and disposed of by the Bank
in accordance with the provisions of Title 6 of the Texas Property Code, as amended, to the extent that such
provisions are applicable to such amounts.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demands, or
controversy over its person as well as funds on deposit, in either the District Court of Harris County, Texas, or the
United States Federal District Court for the Southern District of Texas, waive personal service of any process, and
agree that service of process by certified or registered mail, return receipt requested, to the address set forth in
Section 6.03 hereof shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the
right to file a Bill of Interpleader in any court of competent jurisdiction, at the expense of the Issuer, to detennine the
rights of any persons claiming any interest herein.
Section 5.06. Indemnification. To the extent pennitted by law, the Issuer 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,
arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and
expense against any claim or liability in connection with the exercise or performance of any of its powers or duties
under this Agreement.
Section 5.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any
adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State
District Court located in the State and County where either the Bank Office or the administrative offices of the
Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the
address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank
further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to
detennine the rights of any Person claiming any interest herein.
Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the
event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent
depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will
comply with the "Operational Arrangements," effective August I, 1987, which establishes requirements for
securities to be eligible for such type depository trust services, including, but not limited to, requirements for the
timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls.
ARTICLE VI. 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. Assimment. This Agreement may not be assigned by either party without the prior written
consent of the other.
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Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other
document provided or pennitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement.
Section 6.04. Effect of Headinell. The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.
Section 6.05. Successors and Assil!lls. All covenants and agreements herein by the Issuer shall bind its
successors and assigns, whether so expressed or not.
Section 6.06. Severabilitv. In case any provision herein shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.
Section 6.07. Benefits of Al!I"eement. Nothing herein, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim
hereunder.
Section 6.08. Entire Al!reement. This Agreement and the Ordinance constitute the entire agreement
between the parties hereto relative to the Bank acting as Paying AgentlRegistrar and if any conflict exists between
this Agreement and the Ordinance, the Ordinance shall govern.
Section 6.09. Counteroartll. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same Agreement.
Section 6.10. Termination. This Agreement will tenninate (i) on the date of final payment of the principal
of and interest on the Securities to the Holders thereof or (ii) may be earlier tenninated by either party upon 60 days
written notice; provided, however, an early tennination of this Agreement by either party shall not be effective until
(a) a successor Paying AgentlRegisuar has been appointed by the Issuer and such appointment accepted and (b)
notice has been given to the Holders of the Securities of the appointment of a successor Paying AgentlRegistrar.
Furthennore, the Bank and Issuer mutually agree that the effective date of an early tennination of this Agreement
shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities.
Upon an early tennination of this Agreement, the Bank agrees to promptly transfer and deliver the Security
Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the
successor Paying Agent/Regisuar designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect
following the tennination of this Agreement.
Section 6.11. Govemine Law. This Agreement shall be construed in accordance with and governed by the
laws of the State of Texas.
(Remainder of this page intentionally left blank.)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIA nON
Attest:
By
By
Title
Address: 600 Travis, Suite 1150
Houston, Texas 77002
Title
(BANK SEAL)
Attest:
CITY OF LA PORTE, TEXAS
By
By
City Secretary
Mayor
Address 604 West Fainnont
La Porte, Texas 77571
(ISSUER SEAL)
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SCHEDULE A
Paying AgentlRegislrar Fee Schedule
(To be furnished by the Bank)
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EXHIBIT B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Ordinance.
Annual Financial Statements and Operating Data
The fInancial information and operating data with respect to the City to be provided annually in accordance
with such Section are as specified and included in the Appendix or under the headings of the Official Statement
referred to below:
1. The audited financial statements of the City for the most recently concluded fiscal year.
2. The information included in the Official Statement under the headings "FINANCIAL
INFORMATION", "TAX COLLECTION PERIOD" , "TAX COLLECTION RECORD" , "TAX RATE
LIMITATIONS", "TAX RATE DISTRIBUTION", "TAX ADEQUACY", "CITY SALES TAX", "GENERAL
OBLIGATION BONDS AUTHORIZED BUT UNISSUED", "RATINGS ON OUTSTANDING GENERAL
OBLIGATIONS BONDS", "FLOATING DEBT OUTSTANDING", "PRINCIPAL TAXPAYERS",
"OVERLAPPING TAX RATE STATEMENT", "ESTIMATED DIRECT & OVERLAPPING DEBT
STATEMENT', "HISTORY OF GENERAL FUND REVENUE AND EXPENDITURES", and "REVENUE
BONDS AUTHORIZED BUT UNISSUED".
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the notes to
the financial statements referred to in paragraph 1 above, as such principles may be changed from time to time to
comply with slate law or regulation.
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ORDINANCE NO.
ORDINANCE AUTHORIZING THE ISSUANCE OF $3,000,000 CITY OF LA PORTE, TEXAS
CERTIFICATES OF OBLIGATION, SERIES 2000 AND OTHER MATTERS RELATED THERETO
WHEREAS, the City Council of the City of La Porte (the "Issuer" or the "City") deems it advisable to
issue Certificates of Obligation hereinafter described (the "Certificates") in the original aggregate principal amount
of $3,000,000 for the purpose of providing for the payment of contractual obligations to be incurred for financing
for construction and equipment for public library purposes and of the payment of contractual obligations for
professional services in connection therewith (including, but not limited to, architectural, financial advisory, legal,
and engineering).
WHEREAS, the Certificates hereinafter authorized and designated are to be issued and delivered for cash
pursuant to Chapters 1501 and 1502, Texas Government Code, as amended, and the Certificate of Obligation Act of
1971, Section 271.041 et seq, Texas Local Government Code, as amended (the "Act");
WHEREAS, the City Council has heretofore, on February 28, 2000, passed a resolution authorizing and
directing the City Secretary to give notice of intention to issue the Certificates, which notice has been duly published
in the Bayshore Sun, which is a newspaper of general circulation in the City, in its issues of , 2000
and , 2000, the date ofthe first publication being at least 14 days prior to the tentative date stated in
the notice for passage of this Ordinance;
WHEREAS, the City has received no petition from the qualified electors of the City protesting the issuance
of the Certificates; and
WHEREAS, it is considered to be in the best interest of the City that the Certificates be issued bearing the
date, interest rates, denominations, and maturities as hereafter provided;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE,
TEXAS, THAT:
SECTION 1. AUTHORIZATION OF THE CERTIFICATES. There is hereby authorized to be issued and
delivered, a series of certificates of obligation of the City, to be known as "CITY OF LA PORTE, TEXAS
CERTIFICATES OF OBLIGATION, SERIES 2000" (the "Certificates"), in the original aggregate principal amount
of $3,000,000 payable from ad valorem taxes and a limited pledge of $1,000 of the revenues of the City's parks and
recreation system, for the purposes described in the Form of Certificates contained in Section 3 hereof.
SECTION 2. DATE. DENOMINATIONS. NUMBERS. AND MATURITIES OF THE CERTIFICATES.
The Certificates shall be dated as of March 15, 2000, shall be in denominations of $5,000 each or any integral
multiple thereof, shall be numbered 1-1 for the Initial Certificate and consecutively from R-I upward for the
definitive certificates and shall mature on March 15 in each of the years as provided below. The Certificates shall
bear interest at the rates per annum shown below from the dated date, and payable on September 15, 2000 and on
each March 15 and September 15 thereafter through the respective maturity date as shown below:
Year of Principal Interest Year of Principal Interest
Maturitv Payment Rate Maturitv Payment Rate
2001 $150,000 2011 $150,000
2002 150,000 2012 150,000
2003 150,000 2013 150,000
2004 150,000 2014 150,000
2005 150,000 2015 150,000
2006 150,000 2016 150,000
2007 150,000 2017 150,000
2008 150,000 2018 150,000
2009 150,000 2019 150,000
2010 150,000 2020 150,000
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SECTION 3. GENERAL CHARACTERISTICS AND FORM OF THE CERTIFICATES. The
Certificates shall be issued, shall be payable, shall have the characteristics, and shall be signed and executed (and the
Certificates shall be sealed) all as provided and in the manner indicated in the form set forth below. The Certificates
are not subject to optional redemption. The Form of the Certificates, the Form of the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas to be printed and manually endorsed on the Initial Certificate,
the Form of the Authentication Certificate, [the Form of Statement of Insurance,] and the Form of Assignment,
which shall be, respectively, substantially as follows, with necessary and appropriate variations, omissions, and
insertions as permitted or required by this Ordinance, and the definitions contained within each such form shall
apply solely to such form:
FORM OF CERTIFICATES
FORM OF DEFINITIVE CERTIFICATES
United Slates of America
State of Texas
NUMBER
R-
REGISTERED
DENOMINATION
$
REGISTERED
CITY OF LA PORTE, TEXAS
CERTIFICATE OF OBLIGATION,
SERIES 2000
INTEREST RATE:
%
MATURITY DATE:
DATED DATE:
March 15, 2000
CUSIP:
REGISTERED OWNER.:
PRINCIPAL AMOUNT: $
THE CITY OF LA PORTE, TEXAS (the "Issuer" or the "City"), being a municipal corporation of the State
of Texas, promises to pay to the Registered Owner, specified above, or registered assigns (the "Registered Owner"),
on the Maturity Date, specified above, upon presentation and surrender of this Certificate at the agent of CHASE
BANK OF TEXAS, NATIONAL ASSOCIA nON, Houston, Texas, or its successor (the "Paying AgentlRegistrar"),
to wit: the Principal Amount, specified above, in lawful money of the United States of America, and to pay interest
thereon at the Interest Rate, specified above, calculated on the basis of a 360-day year of twelve 30-day months,
from the Dated Date, specified above. Interest on this Certificate is payable by check payable on September 15,
2000, and each March 15 and September 15 thereafter, mailed to the Registered Owner of record as shown on the
books of registration kept by the Paying AgentlRegiSlrar, as of the Record Date, or in such other manner as may be
acceptable to the Registered Owner and the Paying AgentlRegistrar. The record date ("Record Date") for payments
hereon means the last calendar day of the month preceding a scheduled payment. In the event of a non-payment of
interest on a scheduled payment date, and for 30 days thereafter, a new record date for such payment (a "Special
Record Date") will be established by the Paying AgentlRegislrar, if and when funds for the payment thereof have
been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due
payment (the "Special Payment Date", which shall be 15 calendar days after the Special Record Date) shall be sent
at least five business days prior to the Special Record Date by United Slates mail, fIrst class, postage prepaid, to the
address of the Registered Owner appearing on the books of the Paying AgentlRegistrar at the close of business on
the last business day next preceding the date of mailing of such notice. The City covenants with the Registered
Owner that no later than each principal installment payment date and interest payment date for this Certificate it will
make available to the Paying AgentlRegistrar the amounts required to provide for the payment, in immediately
available funds, of all principal of and interest on the Certificates, when due, in the manner set forth in the ordinance
authorizing the issuance of the Certificates adopted by the City Council of the City on March 27, 2000 (the
"Ordinance").
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THIS CERTIFICATE is one of a series of Certificates (the "Certificates") dated as of the Dated'Date,
specified above, of like designation, date, and tenor, except as to number, interest rate, denomination, and maturity
issued pursuant to the Ordinance in the original aggregate principal amount of $3,000,000 for the purpose of
providing for the payment of contractual obligations to be incurred for the purpose of financing for construction and
equipment for public library purposes and of the payment of contractual obligations for professional services in
connection therewith (including, but not limited to, architectural, financial advisory, legal, and engineering).
*REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET
FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND
EFFECT AS IF SET FORTH IN THIS SPACE.
**IN WITNESS WHEREOF, this Certificate has been signed with the manual or facsimile signature of the
Mayor of the Issuer and countersigned with the manual or facsimile signature of the City Secretary of the Issuer, and
the official seal of the Issuer has been duly impressed, or placed in facsimile, on this Certificate.
xxx.'<XXXXXXXX..x.xxxxxxxxxxxxxxxxxxx
City Secretary
xxxxxxxx.Xx.xxx.'OC.."<XX.x.xxxxx.x.'O(xxx.x.x
Mayor
(CITY SEAL)
(Back Panel of Certificates)
THE CERTIFICATES are issued pursuant to the Ordinance whereunder the City Council of the City
covenants to levy a continuing, direct, annual ad valorem tax on taxable property within the City, within the limits
prescribed by law, for each year while any part of the Certificates are considered outstanding under the provisions of
the Ordinance, in a sufficient amount to pay interest on each Certificate as it becomes due, to provide a sinking fund
for the payment of the principal of the Certificates when due, and to pay the expenses of assessing and collecting
such tax, and this Certificate is additionally secured by and payable from a limited pledge of $1,000 from the
revenues of the Issuer's parks and recreation system (the "System"), which amount is payable from the revenues
remaining after payment of all operation and maintenance expenses of the System, and aU debt service, reserve, and
other requirements in connection with all of the Issuer's revenue bonds or other obligations (now or hereafter
outstanding) which are payable from all or any part of the "Net Revenues" of the System. Reference is hereby made
to the Ordinance for provisions with respect to the custody and application of the City's funds, remedies in the event
of a default hereunder or thereunder, and the other rights of the Registered Owner. By acceptance of this Certificate,
the Registered Owner consents to all of the provisions of the Ordinance, a certified copy of which is on file in the
office of the City Secretary.
THE CITY RESERVES THE RIGHT to redeem the Certificates maturing on or after March 15, 2011, in
whole or in part, in integral multiples of $5,000, on March 15, 2010, or on any date thereafter. Such optional
redemptions shall be at a redemption price of par plus accrued interest on the principal amounts called for
redemption to the date fixed for redemption. If less than all of the Certificates are to be redeemed, the particular
Certificates to be redeemed shall be selected by the City in integral multiples of $5,000 within anyone maturity. At
least 45 days prior to the date fixed for any redemption of Certificates or portions thereof prior to maturity a written
notice of such redemption shall be given by the City to the Paying Agent/Registrar, and the Paying AgentlRegiSlrar
shall send a copy of such notice at least 30 days prior to the date fixed for redemption by United Slates mail, first
class, postage prepaid, addressed to the registered owner of each Certificate to be redeemed in whole or in part at the
address shown on the Registration Books; provided, however, that the failure to send, mail, or receive such notice,
or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption of any Certificate. When Certificates or portions thereof have been called for
redemption, and due provision has been made to redeem the same, the principal amounts so redeemed shall be
payable solely from the funds provided for redemption, and interest which would otherwise accrue on the amounts
called for redemption shall terminate on the date fixed for redemption.
THIS CERTIFICATE IS TRANSFERABLE OR EXCHANGEABLE only upon presentation and surrender
at the designated payment office of the Paying AgentlRegistrar. If this Certificate is being transferred, it shall be
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duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner, or his
authorized representative, subject to the tenns and conditions of the Ordinance. If this Certificate is being
exchanged, it shall be in the principal amount of $5,000 or any integral multiple thereof, subject to the terms and
conditions of the Ordinance. The Registered Owner of this Certificate shall be deemed and treated by the City and
the Paying AgentlRegistrar as the absolute owner hereof for all purposes, including payment and discharge of
liability upon this Certificate to the extent of such payment, and the City and the Paying AgentJRegistrar shall not be
affected by any notice to the contrary.
IN THE EVENT any Paying AgentJRegislrar for the Certificates is changed by the City, resigns, or
otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will appoint a competent
and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners.
IT IS HEREBY CERTIFIED, COVENANTED, AND REPRESENTED that all acts, conditions, and things
necessary to be done precedent to the issuance of the Certificates in order to render the same legal, valid, and
binding obligations of the City have happened and have been accomplished and performed in regular and due time,
fonn, and manner, as required by law; that provision has been made for the payment of the principal of and interest
on the Certificates by the levy of a continuing, direct, annual ad valorem tax upon all taxable properly within the
City, within the limit prescribed by law, and from the above described limited pledge of the surplus revenues of the
System; and that issuance of the Certificates does not exceed any constitutional or Slatutory limilation.
BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby acknowledges all
of the terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, and agrees that the
terms and provisions of this Certificate and the Ordinance constitute a contract between each Registered Owner and
the City.
FORM OF AUTHENTICATION CERTIFICATE
AUTHENTICATION CERTIFICATE
This Certificate of Obligation is one of the Certificates described in and delivered pursuant to the within-
mentioned Ordinance, and this Certificate has been issued in conversion of and exchange for, or replacement of, a
Certificate, Certificates, or a portion of a Certificate or Certificates of an issue which was originally approved by the
Attorney General of the Slate of Texas and registered by the Comptroller of Public Accounts of the Slate of Texas.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
Paying AgentlRegistrar
Registration Date:
By
Authorized Signature
. . .
WORM OF STATEMENT OF INSURANCE
STATEMENT OF INSURANCE]
.
.
.
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FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
/
(Please insert Social Security or Taxpayer
Identification Number of Transferee)
/
(Please print or typewrite name and address, including zip code, of Transferee)
the within Certificate of Obligation and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to register the transfer of the
within Certificate of Obligation on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a
member firm of the New York Stock Exchange or a
commercial bank or trust company.
NOTICE: The signature above must correspond with
the name of the Registered Owner as it appears upon
the front of this Certificate of Obligation in every
particular, without alteration or enlargement or any
change whatsoever.
The following abbreviations, when used in the Assignment above or on the face of the within Certificate of
Obligation, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
IT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - Custodian
(Cust)
(Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
FORM OF INITIAL CERTIFICATE
The Initial Certificate shall be in the form set forth above for the Definitive Certificates. exceot the
following shall reDlace the heading and the frrst oaramDh:
NO. I-I
$3,000,000
United States of America
State of Texas
CITY OF LA PORTE, TEXAS
CERTIFICATE OF OBLIGATION,
SERIES 2000
DATED DATE:
March 15, 2000
REGISTERED OWNER:
Principal Amount:
THREE MILLION DOLLARS ($3,000,000)
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THE CITY OF LA PORTE, TEXAS (the "City" or the "Issuer"), for value received, acknowledges itself
indebted to and hereby promises to pay to the order of the Registered Owner, specified above, or the registered
assigns thereof (the "Registered Owner"), the Principal Amount, specified above, with principal installments
payable on March 15 in each of the years, and bearing interest at per annum rates in accordance with the following
schedule:
YEARS OF
STATED MATURITIES
PRINCIPAL
INSTALLMENTS
$
INTEREST
RATES
%
(Information to be inserted from schedule in Section 2.)
INTEREST on the unpaid Principal Amount hereof from the Dated Date, specified above, or from the most
recent interest payment date to which interest has been paid or duly provided for until the Principal Amount has
become due and payment thereof has been made or duly provided for shall be paid computed on the basis of a 360-
day year of twelve 30-day months; such interest being payable on March 15 and September 15 of each year,
commencing September 15,2000.
THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United
States of America, without exchange or collection charges. The final payment of principal of this Certificate shall
be paid to the Registered Owner hereof upon presentation and surrender of this Certificate at fInal maturity, at the
designated payment office of CHASE BANK OF TEXAS, NATIONAL ASSOCIA nON, Houston, Texas, which is
the "Paying Agent/Registrar" for this Certificate. The payment of principal installments and interest on this
Certificate shall be made by the Paying AgentlRegislrar to the Registered Owner hereof as shown by the
Registration Books kept by the Paying AgentlRegistrar at the close of business on the Record Date by check drawn
by the Paying AgentlRegistrar on, and payable solely from, funds of the City required to be on deposit with the
Paying AgentlRegistrar for such purpose as hereinafter provided; and such check shall be sent by the Paying
Agent/Registrar by United States mail, postage prepaid, on each such payment date, to the registered owner hereof
at its address as it appears on the Registration Books kept by the Paying AgentlRegiSlrar, as hereinafter described.
The record date ("Record Date") for payments hereon means the last calendar day of the month preceding a
scheduled payment. In the event of a non-payment of interest on a scheduled payment date, and for 30 days
thereafter, a new record date for such payment (a "Special Record Date") will be established by the Paying
Agent/Registrar, if and when funds for the payment thereof have been received from the City. Notice of the Special
Record Date and of the scheduled payment date of the past due payment (the "Special Payment Date", which shaH
be 15 calendar days after the Special Record Date) shall be sent at least five business days prior to the Special
Record Date by United States mail, first class, postage prepaid, to the address of the Registered Owner appearing on
the books of the Paying AgentlRegistrar at the close of business on the last business day next preceding the date of
mailing of such notice. The City covenants with the Registered Owner that no later than each principal installment
payment date and interest payment date for this Certificate it will make available to the Paying AgcntlRegistrar the
amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the
Certificates, when due, in the manner set forth in the ordinance authorizing the issuance of the Certificates adopted
by the City Council of the City on March 27, 2000 (the "Ordinance").
FORM OF REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS.
* Attach to or print on Initial Certificate only
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the
Attorney General of the State of Texas has examined and fmds that this Certificate of Obligation has been issued in
conformity with the Constitution and laws of the State of Texas and is a valid and binding obligation of the City of
La Porte, Texas, and further that this Certificate of Obligation has been registered this day by me.
WITNESS my signature and seal of office this
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(COMPTROLLER'S SEAL)
Comptroller of Public Accounts of the State of Texas
[END OF FORMS]
In case any officer of the City whose manual or facsimile signature shall appear on any Certificate shall
cease to be such officer before the delivery of any such Certificate, such manual or facsimile signature shall
nevertheless be valid and sufficient for all purposes as if such officer had remained in office until such delivery.
Any Certificate which bears the facsimile signature of such person who at the actual time of the delivery of such
Certificate shall be an officer authorized to sign such Certificate, but who at the date of such Certificate was not such
an officer, shall be validly and sufficiently signed for all purposes as if such person had been such officer at the date
of such Certificate. The City authorizes the printing of a true and correct copy of an opinion of Akin, Gump,
Strauss, Hauer & Feld, L.L.P., Attorneys, relating to the validity and enforceability of the Certificates under Texas
law and the status of interest on the Certificates under federal income tax laws on the reverse side of each of the
Certificates over a certificate of identification executed by the facsimile signature of the City Secretary, and also
authorizes the imprinting of CUSIP (the American Bankers Association's Committee on Uniform Securities
Identification Procedures) numbers on the Certificates; provided, however, that the failure of such opinion,
certificate, or CUSIP numbers to appear on any Certificate, or any errors therein, or in any part of the Certificate the
form of which is not included in this Ordinance, shall in no way affect the validity or enforceability of the
Certificates or relieve the Initial Purchaser (hereinafter dermed) of its obligation to accept delivery of and pay for the
Certificates.
SECTION 4. DEFINITIONS. In addition to other words and terms defined in this Ordinance (except those
defined and used in Section 3), and unless a different meaning or intent clearly appears in the context, the following
words and terms shall have the following meanings, respectively:
"Certificates" - Any Certificate or Certificates or all of the Certificates, as the case may be, of that series
styled "City of La Porte, Texas Certificates of Obligation, Series 2000" in the original aggregate principal amount of
$3,000,000 authorized by this Ordinance.
"Code" - The Internal Revenue Code of 1986, as amended.
"Government Obligations" - Direct obligations of the United Slates of America, which are non-callable
prior to the respective maturities of the Certificates and may be United States Treaswy Obligations such as State and
local government series and may be in book entry-form.
"Initial Certificate" - The Certificate registered by the Comptroller of Public Accounts as described in
Section 10 hereof.
"Initial Purchaser" -
"Interest Payment Date" - When used in connection with any Certificate, shall mean September 15, 2000,
and each March 15 and September 15 thereafter until maturity of such Certificate.
"Issuer" or "City" - The City of La Porte, Texas, a municipal corporation and a political subdivision of the
State of Texas, or any successor thereto.
"Net Revenues" - The gross revenues of the System less the expense of operation and maintenance,
including all salaries, labor, materials, interest, repairs, and extensions necessary to render efficient service;
provided, however, that only such repairs and extensions as in the judgment of the City Council, reasonably and
fairly exercised, 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 security of any bonds payable from and secured by a lien on the "Net Revenues" of the System
shall be deducted in determining "Net Revenues."
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"Ordinance" - This "Ordinance Authorizing the Issuance of $3,000,000 City of La Porte, Texas,
Certificates of Obligation, Series 2000, and Other Matters Related Thereto" adopted by the City Council on March
27,2000.
"Owners" - Any person who shall be the registered owner of any outstanding Certificates.
"Paying AgentlRegistrar" - Chase Bank of Texas, National Association and such other bank or trust
company as may hereafter be appointed in substitution therefor or in addition thereto to perform the duties of Paying
AgentlRegistrar in accordance with this Ordinance.
"Paying AgentlRegistrar Agreement" - The agreement dated as of March 15, 2000, between the Paying
AgentlRegistrar and the City relating to the registration, authentication, and transfer of the Certificates substantially
in the form of Exhibit A
"Record Date" - The last calendar day of the month next preceding the applicable Interest Payment Date.
"Register" - The books of registration kept by the Paying AgentlRegistrar in which are maintained the
names and addresses of and the principal amounts registered to each Owner.
"System" - The City's parks and recreation system.
Terms not otherwise defined herein are those used in the Parity Bonds Ordinances.
SECTION 5. CITY FUNDS. The City hereby confirms the eSlablishment of the following funds of the
City at a depository of the City:
(a) Interest and Sinking Fund. Tax Levy. and Pledge of Revenues. A special "City of La Porte Certificates
of Obligation Series 2000 Interest and Sinking Fund" (the "Interest and Sinking Fund") is hereby created and shall
be established and maintained by the City at an official depository bank of the City. The Interest and Sinking Fund
shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the
interest on and principal of the Certificates. The net proceeds of all ad valorem taxes levied and collected for and on
account of the Certificates shall be deposited, as collected, to the credit of the Interest and Sinking Fund.
During each year while any of the Certificates or interest thereon are outstanding and unpaid, the governing
body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise
and produce the money required to pay the interest on the Certificates as such interest comes due, and to provide and
maintain a sinking fund adequate to pay the principal thereof as such principal matures (but never less than 2% of
the original principal amount of the Certificates as a sinking fund each year); and the tax shall be based on the latest
approved tax rolls of the Issuer, with full allowances being made for tax delinquencies and the cost of tax collection.
The rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable
property in the Issuer for each year while any of the Certificates or interest thereon are outstanding and unpaid, and
the tax shall be assessed and collected each year and deposited to the credit of the Interest and Sinking Fund. The ad
valorem taxes sufficient to provide for the payment of the interest on and principal of the Certificates, as such
interest comes due and such principal matures, are hereby pledged irrevocably for such payment, within the limit
prescribed by law.
The Certificates additionally shall be payable from and secured by a subordinate lien on and pledge of
$1,000 of the revenues of the System, which amount is payable from the revenues remaining after payment of all
operation and maintenance expenses of the System, and all debt service, reserve, and other requirements in
connection with all of the Issuer's revenue bonds or other obligations (now or hereafter outstanding) which are
payable from all or any part of the "Net Revenues" of the System. The City shall deposit such pledged surplus
revenues to the credit of the Interest and Sinking Fund created pursuant to this section.
The City reserves the right to issue, for any lawful purpose at any time, in one or more installments, bonds,
certificates of obligation, and other obligations of any kind payable in whole or in part from, and secured by a
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pledge of the Net Revenues of the System that may be prior and superior in right to, on a parity with, or junior and
subordinate to the limited pledge of the Net Revenues securing the Certificates.
(b) Construction Fund. A special "City of La Porte Certificates of Obligation Series 2000 Construction
Fund" (the "Construction Fund") is hereby created and shall be established and maintained by the City at an official
depository bank of the City. The Construction Fund is the fund into which the net proceeds of the Certificates shall
be deposited except that any premium received from the Initial Purchaser shall be deposited to the Interest and
Sinking Fund. Money in the Construction Fund shall be used to pay the costs necessary or appropriate to
accomplish the purposes for which the Certificates are issued.
SECTION 6. INVESTMENTS AND SECURITY. (a) Investment of Funds. The City may place money in
any fund created by this Ordinance in time or demand deposits or invest such money as authorized by law at the
time of such deposit; provided, however, that the City hereby covenants that the proceeds of the sale of the
Certificates will be used as soon as practicable for the purposes for which the Certificates are issued. Obligations
purchased as an investment of money in a fund shall be deemed to be a part of such fund.
(b) Amounts Received from Investments. Except as otherwise provided by law, amounts received from the
investment of the Construction Fund may be retained in such fund or deposited to the Interest and Sinking Fund as
determined by the City Council. Any amounts received from the investment of the Interest and Sinking Fund shall
be deposited in the Interest and Sinking Fund.
(c) Security for Funds. All funds created by this Ordinance shall be secured in the manner and to the fullest
extent required by law for the security of funds of the City.
(d) Remainim~ Funds. Any money remaining after the purposes for which the Certificates have been
accomplished shall be deposited in the Interest and Sinking Fund and the Construction Fund shall be closed.
SECTION 7. COVENANTS OF THE CITY. (a) General Covenants. The City covenants and represents
that:
(i) The City is a duly created city, operating and existing under the laws of the State of Texas, and is
duly authorized under the laws of the State of Texas to create and issue the Certificates, all action on its
part for the creation and issuance of the Certificates has been duly and effectively taken, and the
Certificates in the hands of the Owners thereof are and wiIl be valid and enforceable obligations of the City
in accordance with their terms.
(ii) The Certificates shall be ratably secured in such manner that no one Certificate shall have
preference over other Certificates.
(b) Covenants Reeardine Tax Matters. The City covenants to take any action to maintain, or refrain from
any action which would adversely affect, the treatment of the Certificates as obligations described in section 103 of
the Code, the interest on which is not includable in "gross income" for federal income tax purposes. In furtherance
thereof, the City specifically covenants as follows:
(i) To refrain from taking any action which would result in the Certificates being treated as "private
activity bonds" within the meaning of section 141(a) of the Code;
(ii) To take any action to assure that no more than 10% of the proceeds of the Certificates or the
projects financed therewith are used for any "private business use," as defined in section 141(b)(6) of the
Code or, if more than 10010 of the proceeds or the projects financed therewith are so used, that amounts,
whether or not received by the City with respect to such private business use, do not under the terms of this
Resolution or any underlying arrangement, directly or indirectly, secure or provide for the payment of more
than 10% of the debt service on the Certificates, in contravention of section 141(b)(2) of the Code;
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(iii) To take any action to assure that in the event that the "private business use" described in paragraph
(ii) hereof exceeds 5% of the proceeds of the Certificates or the projects financed therewith, then the
amount in excess of 5% is used for a "private business use" which is "related" and not "disproportionate,"
within the meaning of section 141 (b)(3) of the Code, to the governmenlal use;
(iv) To take any action to assure that no amount which is greater than the lesser of $5,000,000 or 5% of
the proceeds of the Certificates is directly or indirectly used to finance loans to persons, other than state or
local governmental units, in contravention of section 141 (c) of the Code;
(v) To refrain from taking any action which would result in the Certificates being "federalIy
guaranteed" within the meaning of section 149(b) of the Code;
(vi) Except to the extent permitted by section 148 of the Code and the regulations and rulings
thereunder, to refrain from using any portion of the proceeds of the Certificates, directly or indirectly, to
acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as
defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the
Certificates.
(vii) To otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of
the Certificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements
of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code
(relating to advance refundings);
(viii) Except to the extent otherwise provided in section 148(f) of the Code and the regulations and
rulings thereunder, to pay to the United States of America at least once during each five year period
(beginning on the date of delivery of the Certificates) an amount that is at least equal to 90% of the "Excess
Earnings," within the meaning of section 148(f) of the Code, and to pay to the United States of America,
not later than 60 days after the Certificates have been paid in full, 100% of the amount then required to be
paid as a result of Excess Earnings under section 148(f) of the Code;
(ix) To maintain such records as will enable the City to fulfiIl its responsibilities under this subsection
and sections 141 and 148 of the Code and to retain such records for at least six years following the final
payment of principal and interest on the Certificates; and
(x) To comply with the information reporting requirements of section 149(e) of the Code.
For the purposes of the foregoing, in the case of a refunding bond, the term proceeds includes transferred proceeds
and, for purposes of paragraphs (ii) and (iii), proceeds of the refunded bonds.
The covenants contained herein are intended to assure compliance with the Code and any regulations or
rulings promulgated by the U.S. Department of Treasury pursuant thereto. In the event that regulations or rulings
are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Certificates, the City
wiIl not be required to comply with any covenant contained herein to the extent that such modification or expansion,
in the opinion of nationally-recognized bond counsel, will not adversely affect the exclusion from gross income of
interest on the Certificates under section 103 of the Code. In the event that regulations or rulings are hereafter
promulgated which impose additional requirements which are applicable to the Certificates, the City agrees to
comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond
counsel, to preserve the exclusion from gross income of interest on the Certificates under section 103 of the Code.
Proper officers of the City charged with the responsibility of issuing the Certificates are hereby authorized
and directed to execute any documents, certificates, or reports required by the Code and to make such elections, on
behalf of the City, which may be permitted by the Code as are consistent with the purpose for the issuance of the
Certificates.
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Notwithstanding any other provision in this Resolution, to the extent necessary to preserve the exclusion
from gross income of interest on the Certificates under section 103 of the Code the covenants contained in this
subsection shall survive the later of the defeasance or discharge of the Certificates.
(c) Covenants Ree:ardine: Sale. Lease. or DisDosition of Financed ProDertv. The City covenants that the City
will regulate the use of the property financed, directly or indirectly, with the proceeds of the Certificates and will not
sell, lease, or othenvise dispose of such property unless (i) the City takes the remedial measures as may be required
by the Code and the regulations and rulings thereunder in order to preserve the exclusion from gross income of
interest on the Certificates under section 103 of the Code or (ii) the City seeks the advice of nationally-recognized
bond counsel with respect to such sale, lease, or other disposition.
SECTION 8. DESIGNATION AS OUALIFIED TAX-EXEMPT OBLIGATIONS. The City hereby
designates the Certificates as "qualified tax-exempt obligations" as defmed in section 265(b)(3) of the Code. In
furtherance of such designation, the City represents, covenants, and warrants the following: (a) during the calendar
year in which the Certificates are issued, the City (including any subordinate entities) has not designated nor ,viII
designate obligations, which when aggregated \vith the Certificates, will result in more than $10,000,000 of
"qualified tax-exempt obligations" being issued; (b) the City reasonably anticipates that the amount of tax-exempt
obligations issued during 2000 by the City (including any subordinate entities) will not exceed $10,000,000; and (c)
the City will take such action which would assure, or to refrain from such action which would adversely affect, the
treatment of the Certificates as "qualified tax-exempt obligations."
SECTION 9. PAYING AGENTIREGISTRAR. The Paying AgentlRegistrar is hereby appointed as paying
agent for the Certificates and the City is hereby authorized to enter into any type of agreement necessary for the
Paying Agent/Registrar to perform its duties hereunder. The principal of and premium, if any, on the Certificates
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, is legal tender for the payment of debts due the United States of America, upon their
presenlation and surrender as they respectively become due and payable at maturity, at the designated payment
office of the Paying Agent/Regislrar. The interest on each Certificate shall be payable by check payable on the
Interest Payment Date mailed by the Paying AgentlRegistrar on or before each Interest Payment Date to the Owner
of record as of the Record Date, to the address of such Owner as shown on the Register, or in such other manner as
may be acceptable to the Owner and the Paying AgentlRegislrar.
The City, the Paying AgentlRegislrar, and any other person may treat the person in whose name any
Certificate is registered as the absolute Owner of such Certificate for the purpose of making and receiving payment
of the principal thereof and premium, if any, thereon, and for the further purpose of making and receiving payment
of the interest thereon and for all other purposes, whether or not such Certificate is overdue, and neither the City nor
the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. All payments made to the
person deemed to be the Owner of any Certificate in accordance with this Ordinance shall be valid and effectual and
shall discharge the liability of the City and the Paying AgentlRegiSlrar upon such Certificate to the extent of the
sums paid.
So long as any Certificates remain outstanding, the Paying AgentlRegistrar shall keep the Register at its
designated corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Paying
AgentlRegistrar shall provide for the registration and transfer of Certificates in accordance with the terms of this
Ordinance.
The City may at any time and from time to time appoint another Paying AgentlRegistrar in substitution for
the previous Paying AgentlRegistrar; provided that any such Paying Agent/Registrar shall be a corporation
organized and doing business under the laws of the United States of America or any State, authorized under such
laws to exercise trust powers, subject to supervision or examination by federal or state authority, and a transfer agent
registered with the Securities and Exchange Commission. In such event, the City shall give notice by certified mail
to each Owner at least 30 days prior to the effective date of such substitution. Any bank or trust company with or
into which any Paying AgentlRegistrar may be merged or consolidated, or to which the assets and business of
Paying Agent/Registrar may be sold or otherwise transferred, shall be deemed the successor of such Paying
AgentlRegistrar for the purposes of this Ordinance.
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The Mayor and City Secretary are hereby authorized to enter into, execute, and deliver the Paying
AgentlRegistrar Agreement with the initial Paying AgentlRegistrar in substantially the form presented to the City on
this date.
SECTION 10. INITIAL CERTIFICATE: EXCHANGE OR TRANSFER OF CERTIFICATES. Initially,
one Certificate (the "Initial Certificate") numbered 1-1 as described in Section 2, and representing the entire
principal amount of the Certificates shall be registered in the name of the Initial Purchaser and 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 or his duly authorized agent, by manual signature, and the Initial Certificate shall be
effective and valid without the Authentication Certificate being signed by the Paying AgentlRegistrar. At any time
thereafter, the Owner may deliver the Initial Certificate to the Paying AgentlRegistrar for exchange, accompanied by
instructions from the Owner or designee designating the persons, maturities, and principal amounts to and in which
the Initial Certificates are to be transferred and the addresses of such persons, and the Paying AgentlRegistrar shall
thereupon, within not more than three days, register and deliver such Certificates upon authorization of the City as
provided in such instructions.
Each Certificate shall be transferable only upon the presenlation and surrender thereof at the designated
payment office of the Paying AgentlRegislrar, duly endorsed for transfer, or accompanied by an assignment duly
executed by the Owner or his authorized representative in form satisfactory to the Paying AgentlRegistrar. Upon
presentation of any Certificate for transfer, the Paying AgentlRegistrar shaH authenticate and deliver in exchange
therefor, to the extent possible and under reasonable circumstances within three business days after such
presentation, a new Certificate or Certificates, registered in the name of the transferee or transferees, in authorized
denominations and of the same maturity and aggregate principal amount and bearing interest at the same rate as the
Certificate or Certificates so presented.
All Certificates shall be exchangeable upon presentation and surrender thereof at the designated payment
office of the Paying AgentlRegislrar for a Certificate or Certificates of the same maturity and interest rate and in any
authorized denomination, in an aggregate principal amount equal to the unpaid principal amount of the Certificate or
Certificates presented for exchange. The Paying AgentlRegistrar shall be and is hereby authorized to authenticate
and deliver exchange Certificates in accordance with this Ordinance and each Certificate so delivered shall be
entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of
which such Certificate is delivered.
The City or the Paying Agent/Registrar may require the Owner of any Certificate to pay a sum sufficient to
. cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such
Certificate. Any fee or charge of the Paying AgentlRegistrar for such transfer or exchange shall be paid by the City.
SECTION 11. SALE AND DELIVERY OF CERTIFICATES. (a) Sale. The sale of the Certificates to the
Initial Purchaser pursuant to the taking of competitive bids at a price of par, plus accrued interest to the date of
delivery [and a premium of $~ is hereby confirmed. It is hereby officially found, determined, and declared
that the Initial Purchaser submitted the bid which results in the lowest true interest cost to the City and delivery of
the Certificates to the Initial Purchaser shall be made as soon as practicable after the adoption of this Ordinance,
upon payment therefor, in accordance with the terms of sale. The Initial Certificate shall be registered in the name
of the Initial Purchaser. The officers of the City are hereby authorized and directed to execute and deliver such
certificates, instructions, or other instruments as are required or necessary to accomplish the purposes of this
Ordinance.
(b) ADDroval of Official Statement. The City hereby approves the form and content of the Official
Statement relating to the Certificates and any addenda, supplement, or amendment thereto, and approves the
distribution of such Official Statement in the reoffering of the Certificates by the Initial Purchaser in final form, with
such changes therein or additions thereto as the officer executing the same may deem advisable, such determination
to be conclusively evidenced by his execution thereof. The form and content of and the distribution and use of the
Official Statement dated March 13, 2000, prior to the date hereof is hereby ratified and confIrmed. The Council
finds and determines that the Preliminary Official Statement is "deemed final" as that term is defined in 17 C.F.R.
Section 240.15c2-12.
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(c) Lee:aI Ooinion. The Initial Purchaser's obligation to accept delivery of the Certificate is subject to its
being furnished an opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., Attorneys, such opinion to be dated and
delivered as of the date of delivery and payment for the Certificates.
(d) Ree;istration and Deliverv. Upon the registration of the Initial Certificate, the Comptroller of Public
Accounts of the State of Texas is authorized and instruct to deliver the Initial Certificate pursuant to the instruction
of the Mayor for delivery to the Initial Purchaser.
SECTION 12. CITY OFFICERS' DUTIES. (a) Issuance of Certificates. The Mayor shall submit the
Initial Certificate, the record of the proceedings authorizing the issuance of the Certificates, and any and all other
necessary orders, certificates, and records to the Attorney General of the State of Texas for his investigation. After
obtaining the approval of the Attorney General, the Mayor shall cause the Initial Certificate to be registered by the
Comptroller of Public Accounts of the Slate of Texas. The officers or acting officers of the City are authorized to
execute and deliver on behalf of the City such certificates and instruments as may be necessary or appropriate prior
to delivery of and payment for the Certificates to and by the Initial Purchaser.
(b) Execution of Ordinance. The Mayor and the City Secretary are authorized to execute the Certificate to
which this Ordinance is atlached on behalf of the City and to do any and all things proper and necessary to carry out
the intent thereof.
SECTION 13. REMEDIES OF OWNERS. In addition to all rights and remedies of any Owner of the
Certificates provided by the laws of the State of Texas, the City covenants and agrees that in the event the City
defaults in the payment of the principal of or interest on any of the Certificates when due, fails to make the payments
required by this Ordinance to be made into the Interest and Sinking Fund, or defaults in the observance or
performance of any of the covenants, conditions, or obligations set forth in this Ordinance, the Owner of any of the
Certificates shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring
the City and other officers of the City to observe and perform any covenant, obligation, or condition prescribed in
this Ordinance. No delay or omission by any Owner to exercise any right or power accruing to such Owner upon
default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence
therein, and every such right or power may be exercised from time to time and as often as may be deemed expedient.
The specific remedies mentioned in this Ordinance shall be available to any Owner of any of the Certificates and
shall be cumulative of all other existing remedies.
SECTION 14. LOST. STOLEN. DESTROYED. DAMAGED. OR MUTILATED CERTIFICATES:
DESTRUCTION OF P AID CERTIFICATES. (a) Reolacement Certificates. In the event any outstanding Certificate
shall become lost, stolen, destroyed, damaged, or mutilated, at the request of the Owner thereof, the City shall cause
to be executed, registered by the Paying Agent/Registrar, and delivered a substitute Certificate of like date and tenor,
in exchange and substitution for and upon cancellation of such mutilated or damaged Certificate, or in lieu of and
substitution for such Certificate, lost, stolen, or destroyed, subject to the provisions of subsections (b), (c), (d) and
(e) of this Section.
(b) Aoplication and Indemnitv. Application for exchange and substitution of lost, stolen, destroyed,
damaged, or mutilated Certificates shall be made to the City. In every case the applicant for a substitute Certificate
shall furnish to the City such deposit for fees and costs as may be required by the City to save it and the Paying
AgentlRegislrar harmless from liability. In every case of loss, theft, or destruction of a Certificate, the applicant
shall also furnish to the City indemnity to the City's satisfaction and shall file with the City evidence to the City's
satisfaction of the loss, theft, or destruction and of the ownership of such Certificate. In every case of damage or
mutilation of a Certificate, the applicant shall surrender the Certificate so damaged or mutilated to the Paying
AgentlRegislrar.
(c) Matured Certificates. Notwithstanding the foregoing provisions of this Section, in the event any such
Certificate shall have matured, and no default has occurred which is then continuing in payment of the principal of
or interest on the Certificates, the City may authorize the payment of the same (without surrender thereof except in
the case of a damaged or mutilated Certificate) instead of issuing a substitute Certificate, if any, provided security or
indemnity is furnished as above provided in this Section.
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(d) Exoenses of Issuance. Upon the issuance of any substitute Certificate, the City may charge the owner
of such Certificate with all fees and costs incurred in connection therewith. Every substitute Certificate issued
pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen, destroyed, damaged,
or mutilated shall constitute a contractual obligation of the City, whether or not the lost, stolen, destroyed, damaged,
or mutilated Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Ordinance equally and proportionately with any and all other Certificates duly issued under this
Ordinance.
(e) Authoritv to Issue Substitute Certificates. This Ordinance shall constitute sufficient authority for the
issuance of any such substitute Certificate without necessity of further action by the City or any other body or
person, and the issuance of such substitute Certificates is hereby authorized, notwithstanding any other provisions of
this Ordinance.
(1) Destruction of Paid Certificates. At any time subsequent to the payment thereof, the Paying
AgentlRegistrar is authorized to cancel and destroy any Certificates duly paid, and promptly after any such
destruction, the Paying AgentlRegistrar shall furnish to the City a certificate evidencing such destruction.
SECTION 15. REDEMPTION. The Certificates are subject to optional redemption as described in the
FORM OF CERTIFICATES in Section 3 of this Ordinance.
SECTION 16. DEFEASANCE. Any Certificate shall be deemed to be paid and shall no longer be
considered to be a "Certificate" within the meaning of this Ordinance when payment of the principal of and the
premium, if any, on such Certificate, plus interest thereon to the due date thereof (whether such due date be by
reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms
thereof or (ii) shall have been provided for by depositing with an escrow agent (the "Escrow Agent"), for such
payment, (a) money sufficient to make such payment or (b) Governmental Obligations certified by an independent
public accounting firm of national repulation to be of such maturities and interest payment dates and to bear such
interest as will, without further investment or reinvestment of either the principal amount thereof or the interest
earning therefrom (like\vise to be held in trust and committed, except as hereinafter provided), be sufficient to make
such payment or (c) a combination of money and Governmental Obligations together so certified to be sufficient;
provided, however, that all the expenses pertaining to the Certificates with respect to which such deposit is made
shall have been paid or the payment thereof provided for to the satisfaction of the Escrow Agent. Notwithstanding
anything herein to the contrary, no such deposit shall have the effect described in this Section if made during the
subsistence of a default in the payment of any Certificate unless made with respect to all of the Certificates then
outstanding. Any money and Governmental Obligations deposited for such purpose shall be held by the Escrow
Agent in a segregated account in trust or escrow for the Owners with respect to which such deposit is made and,
together with any investment income therefrom, shall be disbursed solely to pay the principal of and interest on such
Certificates when due. No money or Governmental Obligations so deposited shall be invested or reinvested IUlless
in Governmental Obligations and unless such money and Governmental Obligations not invested and such new
investments are together certified by an independent public accounting firm of national reputation to be of such
amounts, maturities, and interest payment dates and to bear such interest as will, without further investment or
reinvestment of either the principal amount thereof or the interest earnings therefrom, be sufficient to make such
payment. At such times as a Certificate shall be deemed to be paid hereunder, as aforesaid, they shall no longer be
entitled to the benefits of this Ordinance, except for the purposes of any such payment from such money or
Governmental Obligations.
SECTION 17. ORDINANCE A CONTRACT: AMENDMENTS. This Ordinance shall constitute a
contract with the Owners, from time to time, of the Certificates, binding on the City and its successors and assigns,
and shall not be amended or repealed by the City as long as any Certificate remains outstanding except as permitted
in this Section. The City may, without the consent of or notice to any Owners, amend, change, or modify this
Ordinance as may be required (i) by the provisions hereof, (ii) in connection with the adoption of any Parity Bonds
Ordinances, (iii) for the purpose of curing any ambiguity, inconsistency, or formal defect or omission herein, or (iv)
in connection with any other change which is not to the prejudice of the Owners. The City may, with the written
consent of the Owners of a majority in aggregate principal amount of Certificates then outstanding affected thereby,
amend, change, modify, or rescind any provisions of this Ordinance; provided, however, that without the consent of
all of the Owners affected, no such amendment, change, modification, or rescission shall (i) extend the time or times
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of payment of the principal of and interest on the Certificates, reduce the principal amount thereof to the rate of
interest thereon, or in any other way modify the terms of payment of the principal of or interest on bonds or
certificates on a parity with the lien of the Certificates, (ii) give any preference of any Certificate over any other
Certificate, (iii) extend any waiver of default to subsequent defaults, or (iv) reduce the aggregate principal amount of
Certificates required for consent to any such amendment, change, modification, or rescission. When the City desires
to make any amendment or addition to or rescission of this Ordinance requiring consent of the Owners, the City
shall cause notice of the amendment, addition, or rescission to be given as described above for a notice of
redemption. When at any time within one year after the date of the giving of such notice, the City shall receive an
instrument or instruments in writing executed by the appropriate number of Owners of the Certificates then
outstanding affected by any such amendment, addition, or rescission requiring the consent of Owners, which
instrument or instruments shall refer to the proposed amendment, addition, or rescission described in such notice and
shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred
to in such notice, thereupon, but not otherwise, the City may adopt such amendment, addition, or rescission in
substantially such form, except as herein provided. No Owner may thereafter object to the adoption of such
amendment, addition, or rescission, or to any of the provisions thereof, and such amendment, addition, or rescission
shall be fully effective for all purposes.
SECTION 18. CONTINUING DISCLOSURE. (a) Annual Reoorts. The City shaH provide annually to
each nationally-recognized municipal securities information repository ("NRMSIR") and to any state information
depository ("SID"), within six months after the end of each fiscal year ending in or after 2000, financial information
and operating data with respect to the City of the general type included in the final Official Statement authorized by
Section 15 of this Ordinance, being the information described in Exhibit B hereto. Any financial statements so to be
provided shall be (1) prepared in accordance with the accounting principles described in Exhibit B hereto and (2)
audited, if the City commissions an audit of such Slatements and the audit is completed within the period during
which they must be provided. If the audit of such financial slatements is not complete within such period, the City
shall provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID when and if
the audit report on such statements becomes available.
If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial
information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may be set fortl1 in full
in one or more documents or may be included by specific reference to any document (including an official slatement
or other offering document) if it is available from the Municipal Securities Rulemaking Board (the "MSRB") that
theretofore has been provided to each NRMSIR and any SID or filed with the Securities and Exchange Commission
(the "SEC").
(b) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a
timely manner, of any of the following events with respect to the Certificates, if such event is material within the
meaning of the federal securities laws: (i) principal and interest payment delinquencies; (ii) non-payment related
defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on
credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure
to perform; (vi) adverse tax opinions or events affecting the tax-exempt status of the Certificates; (vii) modifications
to rights of holders of the Certificates; (viii) calls; (ix) defeasances; (x) release, substitution, or sale of properly
securing repayment of the Certificates; and (xi) rating changes.
The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by
the City to provide financial information or operating data in accordance with this Section by the time required by
this Section.
(c) Limitations. Disclaimers. and Amendments. The City shall be obligated to observe and perform the
covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person"
with respect to the Certificates within the meaning of SEC Rule 15c2-12 (the "Rule"), except that the City in any
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event will give notice of any deposit made in accordance with Section 17 above that causes the Certificates no
longer to be outstanding and any call of Certificates made in connection therewith.
The provisions of this Section are for the sole benefit of the Owners and beneficial owners of the
Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right,
remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information,
operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section
and does not hereby undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update any information
provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make
any representation or warranty concerning such information or its usefulness to a decision to invest in or sell
Certificates at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER OR BENEFICIAL
OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES
RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR
WIllIOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY
RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall comprise a breach
of or default under this Ordinance for purposes of any other provisions of this Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City
under federal and state securities laws.
The provisions of this Section may be amended, supplemented, or repealed by the City from time to time
under the following circumstances, but not othenvise: (1) to adapt to changed circumstances that arise from a change
in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, if
the provisions of this Section, as so supplemented or amended, would have permitted an underwriter to purchase or
sell Certificates in the present offering in compliance with the Rule and either the Owners of a majority in aggregate
principal amount of the outstanding Certificates consent to such amendment, supplement, or repeal, or any State
agency or official determines that such amendment, supplement, or repeal will not materially impair the interests of
the beneficial owners of the Certificates, (2) upon repeal of the applicable provisions of the Rule, or any judgment
by a court of final jurisdiction that such provisions are invalid, or (3) in any other circumstance or manner permitted
by the Rule.
SECTION 19. OTHER DOCUMENTS. The Mayor and the City Secretary are hereby authorized to
execute and attest to such other documents, certificates, letters of instruction, tax information forms, and other
agreements of any kind which, in the opinion of Bond Counsel, are necessary or advisable in order to issue the
Certificates and verify that the interest on the Certificates wilI be exempt from gross income of the holders thereof
under current federal tax law.
SECTION 20. FURTHER PROCEDURES. The Mayor and the City Secretary, and all other officers,
employees, attorneys, and agents of the City and each of them, shall be and they are hereby expressly authorized,
empowered, and directed from time to time and at any time to do and perform all such acts and things and to
execute, acknowledge, and deliver in the name and under the seal and on behalf of the City, all such instruments,
whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of
this Ordinance, the Certificates, and the Official Statement. In case any officer whose signature shall appear on any
Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be
valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Prior to
the initial delivery of the Certificates, the Mayor and the City Secretary and Bond Counsel to the City are hereby
authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the
instruments authorized by this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or
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more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from
any of the national bond rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney
General's office.
SECTION 21. MISCELLANEOUS PROVISIONS. (a) Titles Not Restrictive. The titles assigned to the
various sections of this Ordinance are for convenience only and shall not be considered restrictive of the subject
matter of any section or of any part of this Ordinance.
(b) Inconsistent Provisions. All orders and resolutions, or parts thereof, which are in conflict or
inconsistent with any provision of this Ordinance are hereby repealed and declared to be inapplicable, and the
provisions of this Ordinance shall be and remain controlling as to the matters prescribed herein.
(c) Severability. If any word, phrase, clause, paragraph, sentence, part, portion, or provision of this
Ordinance or the application thereof to any person or circumstances shall be held to be invalid, the remainder of this
Ordinance shall nevertheless be valid and the City hereby declares that this Ordinance would have been enacted
without such invalid word, phrase, clause, paragraph, sentence, part, portion, or provisions.
(d) Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the
Slate of Texas.
(e) ODen Meeting. The City officially finds and determines the meeting at which this Ordinance is adopted
was open to the public and that public notice of the time, place, and purpose of such meeting was given, all as
required by Chapter 551, Texas Government Code.
(f) Effective Date. This Ordinance shall take effect and be in full force and effect from and after the date of
its passage, and it is so ordained.
PASSED AND APPROVED this March 27,2000.
ATTEST:
Mayor, Cityof La Porte, Texas
City Secretary, City of La Porte, Texas
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EXHIBIT A
PAYING AGENTIREGISTRAR AGREEMENT
THIS PAYING AGENTIREGISTRAR AGREEMENT entered into as of March 15, 2000 (the
"Agreement"), by and between the CITY OF LA PORTE, TEXAS (the "Issuer"), and CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, a banking association duly organized and existing under the laws of the United States
of America (the "Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of La Porte, Texas
Certificates of Obligation, Series 2000" (the "Securities"), such Securities to be issued in fully registered form only
as to the payment of principal and interest thereon;
WHEREAS, the Securities are scheduled to be delivered to the initial purchaser thereof as provided in the
"Ordinance" (hereinafter defined);
WHEREAS, the Issuer has selected the Bank to serve as Paying AgentlRegistrar in connection with the
payment of the principal of, premium, if any, and interest on the Securities and with respect to the registration,
transfer, and exchange thereof by the registered owners thereof;
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full
power and authority to perform and serve as Paying AgentlRegistrar for the Securities;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE I. APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to
the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer
the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered
owners thereof, all in accordance with this Agreement and the Ordinance.
The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the
Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of
said Securities and with respect to the transfer and exchange thereof as provided herein and in the Ordinance.
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the
Securities.
Section 1.02. Compensation. As compensation for the Bank's services as Paying AgentlRegistrar, the
Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year
of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for
services as Paying AgentlRegistrar for municipalities, which shall be supplied to the Issuer on or before 90 days
prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal
Year.
In addition, the Issuer 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).
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ARTICLE II. 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 designated principal corporate trust office of the Bank as indicated on the
signature page hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office.
"Bank Principal Payment Office" means Dallas, Texas.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" and "Security Holder" each means the Person in whose name a Security is registered in the
Security Register.
"Issuer Request" and "Issuer Ordinance" means a written request or order signed in the name of the Issuer
by the Mayor of the Issuer, the Director of Finance of the Issuer, the City Manager, or the City Secretary of the
Issuer, anyone or more of said officials, delivered to the Bank.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Ordinance" mean the ordinance of the governing body of the Issuer pursuant to which the Securities are
issued, certified by the City Secretary or any other officer of the Issuer and delivered to the Bank.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock company,
trust, unincorporated organization or government or any agency or political subdivision of a government.
'''Predecessor Securities" of any particular Security means every previous Security evidencing all or a
portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition,
any mutilated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered
in lieu thereof pursuant to Section 4.06 hereof and the Ordinance).
"Redemption Date" when used with respect to any Security to be redeemed means the date fixed for such
redemption pursuant to the terms of the Ordinance.
"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, 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.
"Security Register" means a register maintained by the Bank on behalf of the Issuer providing for the
registration and transfer of the Securities.
"Stated Maturity" means the date specified ill the Ordinance the principal of a Security is scheduled to be
due and payable.
Section 2.02, Other Definitions. The terms "Bank," Issuer," and "Securities (Security)" have the
meanings assigned to them in the recital paragraphs of this Agreement.
The term "Paying AgentlRegistrar" refers to the Bank in the performance of the duties and functions of this
Agreement.
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ARTICLE III. PAYING AGENT
Section 3.01. Duties of Pavinl! Al!ent. As Paying Agent, the Bank shall, provided adequate collected
funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the
principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon
surrender of the Security to the Bank at the Bank Principal Payment 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 Issuer, pay on behalf of the Issuer the interest on each Security when due, by
computing the amount of interest to be paid each Holder and preparing and sending checks by United States Mail,
first class postage prepaid, on each payment date, to the Holders of the Securities (or their Predecessor Securities) on
the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable to
the Bank, requested in writing by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates. The Issuer hereby instructs the Bank to pay the principal of and interest on
the Securities on the dates specified in the Ordinance.
ARTICLE IV. REGISTRAR
Section 4.01, Security Rel!ister - Transfers and Exchanl!es. The Bank agrees to keep and maintain for
and on behalf of the Issuer at the Bank Principal Payment Office books and records (herein sometimes referred to as
the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer,
exchange, and replacement of the Securities, and the payment of the principal of and interest on the Securities to the
Holders and containing such other information as may be reasonably required by the Issuer and subject to such
reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacement of
Securities shall be noted in the Security Register. A copy of the Security Register will be maintained at the offices
of the Bank' s agent in Houston, Texas.
Every Security surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written
instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a
member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the
Holder thereof or his agent duly authorized in writing.
The Bank may request any supporting documentation it feels necessary to effect a re-registration, transfer,
or exchange of the Securities.
To the extent possible and under reasonable circumstances, the Bank agrees that, in relation to an exchange
or transfer of Securities, the exchange or transfer by the Holders thereof will be completed and new Securities
delivered to the Holder or the assignee of the Holder in not more than three business days after the receipt of the
Securities to be cancelled in an exchange or transfer and the written instrument of transfer or request for exchange
duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying
AgentlRegistrar .
Section 4.02. Certificates. The Issuer shall provide an adequate inventory of printed Securities to facilitate
transfers or exchanges thereof. The Bank covenants that the inventory of printed Securities will be kept in
safekeeping pending their use, and reasonable care will be exercised by the Bank in maintaining such Securities in
safekeeping, which shall be not less than the care maintained by the Bank for debt securities of other political
subdivisions or corporations for which it serves as registrar, or that is maintained for its own securities.
Section 4.03. Form of Security Rel!ister. The Bank, as Registrar, will maintain the Security Register
relating to the registration, payment, transfer, and exchange of the Securities 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 Security
Register in any form other than those which the Bank has currently available and currently utilizes at the time.
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The Security 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 Security Holders. The Bank will provide the Issuer at any time requested by the
Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer
may also inspect the information contained in the Security 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 fonn.
Unless required by law, the Bank will not release or disclose the contents of the Security Register to any
person other than to, or at the written request of, an authorized officer or employee of the Issuer, except upon receipt
of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure
of the contents of the Security Register, the Bank will notify the Issuer so that the Issuer may contest the court order
or such release or disclosure of the contents of the Security Register.
Section 4.05, Return of Cancelled Certificates. All Securities surrendered for payment, redemption,
transfer, exchange, or replacement, if surrendered to the Bank, shall be promptly canceIled by it and, if surrendered
to the Issuer, shall be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank.
The Issuer may at any time deliver to the Bank for cancellation any Securities previously authenticated and
delivered which the Issuer may have acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Bank. All cancelled Securities held by the Bank shall be destroyed, and evidence of such
destruction furnished to the Issuer at such reasonable intervals as it determines subject to applicable rules and
regulations of the Securities and Exchange Commission.
Section 4.06. Mutilated. Destroved. Lost. or Stolen Securities. The Issuer hereby instructs the Bank,
subject to the applicable provisions of the Ordinance, to deliver and issue Securities in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an over issuance.
In case any Security shall be mutilated, or destroyed, lost, or stolen, the Bank, in its discretion, may execute
and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not
contemporaneously outstanding, in exchange and substitution for such mutilated Security, or in lieu of and in
substitution for such destroyed lost or stolen Security, only after (i) the filing by the Holder thereof with the Bank of
evidence satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity of the
ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount satisfactory to hold the Issuer
and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation,
execution, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or
destroyed, lost, or stolen.
Section 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of
written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section
3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and
Securities it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to
Section 4.06.
Section 4.08, Redemotion of Securities. Securities which are redeemable before their stated maturity shall
be redeemable in accordance with Section 3 of the Ordinance and terms in accordance with this Article IV.
Section 4.09. Notice of Redemotion. Notice of redemption shall be given by the Bank in the name at the
expense of the Issuer not less than 30 or more than 45 days prior to the date of redemption, to each Registered
Owner of Securities to be redeemed and otherwise required by the Ordinance.
All notices of redemption shall include the CUSIP number and statement as to:
(a) the date of redemption;
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(b) the price of the Securities expressed as a percentage of par amount of the Securities;
(c) the principal amount of Securities to be redeemed, and, if less than all outstanding Securities are to be
redeemed, the identification (and, in case of partial redemption, the principal amounts) of the Securities to be
redeemed;
(d) that on the date of redemption the principal of each of the Securities to be redeemed will become due
and payable and that the interest thereon shall cease to accrue from and after said date; and
(e) that the Securities to be redeemed are to be surrendered for payment of the price stated in the notice of
redemption at the designated principal payment office of the Bank, and the address of such office.
The Bank shall, at the expense of the Issuer, provide notice to designated securities depositories and
information services based upon the then current guidelines of the Securities and Exchange Commission relating to
redemptions and refundings of municipal bonds, including the Securities. The Bank, at the expense of the Issuer,
shall also provide notice to any other addressees as the Issuer shall designate in writing.
ARTICLE V. 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 conclusively rely, as to the truth of the
statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer,
unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own funds or othemise
incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
satisfactory to it against such risks or liability is not assured to it.
(d) 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 believed by it to be genuine and to have been signed or presented by the proper party or
parties. Without limiting the generality of the foregoing statement, the Bank need not examine the ownership of any
Securities, but is protected in acting upon receipt of Securities containing an endorsement or instruction of transfer
or power of transfer which appears on its face to be signed by the Holder or an agent of the Holder. 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 Issuer.
(e) The Bank may consult with counsel, and the written advice of such counselor any opinion of counsel
shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it
hereunder in good faith and in reliance thereon.
(f) 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 Issuer. The recitals contained herein with respect to the Issuer and in the
Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Security, or any other
Person for any amount due on any Security from its own funds.
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Section 5.04. May Hold Securities. The Bank, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were
not the Paying AgentlRegistrar, or any other agent.
Section 5.05. Money Held by Bank. (a) Money held by the Bank hereunder shall be held for the benefit
of the Registered Owners of the Securities.
(b) The Bank shall be under no obligation to pay interest on any money received by it hereunder.
(c) Except to the extent provided otherwise in the Ordinance, any money deposited with the Bank for the
payment of the principal on, redemption premium, if any, or interest on any security and remaining unclaimed for
three years after the dates such amounts have become due and payable shall be reported and disposed of by the Bank
in accordance with the provisions of Title 6 of the Texas Properly Code, as amended, to the extent that such
provisions are applicable to such amounts.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demands, or
controversy over its person as well as funds on deposit, in either the District Court of Harris County, Texas, or the
United Slates Federal District Court for the Southern District of Texas, waive personal service of any process, and
agree that service of process by certified or registered mail, return receipt requested, to the address set forth in
Section 6.03 hereof shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the
right to file a Bill of Interpleader in any court of competent jurisdiction, at the expense of the Issuer, to determine the
rights of any persons claiming any interest herein.
Section 5.06. Indemnification. To the extent permitted by law, the Issuer 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,
arising out of or in connection with its acceptance or administration of its duties hereunder, including the cost and
expense against any claim or liability in connection with the exercise or performance of any of its powers or duties
under this Agreement.
Section 5.07. Interoleader. The Issuer and the Bank agree that the Bank may seek adjudication of any
adverse claim, demand, or controversy over its person as well as funds on deposit, in either a Federal or State
District Court located in the State and County where either the Bank Office or the administrative offices of the
Issuer is located, and agree that service of process by certified or registered mail, return receipt requested, to the
address referred to in Section 6.03 of this Agreement shall constitute adequate service. The Issuer and the Bank
further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to
determine the rights of any Person claiming any interest herein.
Section 5.08. Depository Trust Company Services. It is hereby represented and warranted that, in the
event the Securities are otherwise qualified and accepted for "Depository Trust Company" services or equivalent
depository trust services by other organizations, the Bank has the capability and, to the extent within its control, will
comply with the "Operational Anangements," effective August 1, 1987, which establishes requirements for
securities to be eligible for such type depository trust services, including, but not limited to, requirements for the
timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls.
ARTICLE VI. 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. Asshmment. 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 permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement.
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Section 6.04. Effect of Headinl!s. The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.
Section 6.05. Successors and Asshms. All covenants and agreements herein by the Issuer shall bind its
successors and assigns, whether so expressed or not.
Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.
Section 6.07. Benefits of Al!I"eement. Nothing herein, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim
hereunder.
Section 6.08. Entire Al!reement. This Agreement and the Ordinance constitute the entire agreement
between the parties hereto relative to the Bank acting as Paying AgentlRegistrar and if any conflict exists between
this Agreement and the Ordinance, the Ordinance shall govern.
Section 6.09. Counternarts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall constitute one and the same Agreement.
Section 6.10. Termination. This Agreement wiIl terminate (i) on the date offinal payment of the principal
of and interest on the Securities to the Holders thereof or (ii) may be earlier terminated by either party upon 60 days
written notice; provided, however, an early termination of this Agreement by either party shall not be effective until
(a) a successor Paying AgentJRegistrar has been appointed by the Issuer and such appointment accepted and (b)
notice has been given to the Holders of the Securities of the appointment of a successor Paying AgentlRegistrar.
Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement
shall not occur at any time which would disrupt, delay, or otherwise adversely affect the payment of the Securities.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security
Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the
successor Paying AgentJRegistrar designated and appointed by the Issuer.
The provisions of Section 1.02 and of Article Five shall survive and remain in full force and effect
foIlowing the termination of this Agreement.
Section 6.11. Governinl! Law. This Agreement shall be construed in accordance with and governed by the
laws of the State of Texas.
(Remainder of this page intentionally left blank.)
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
Attest:
By
By
Title
Title
Address: 600 Travis, Suite 1150
Houston, Texas 77002
(BANK SEAL)
Attest:
CITY OF LA PORTE, TEXAS
By
By
City Secretary
Mayor
Address 604 West Fairmont
La Porte, Texas 77571
(ISSUER SEAL)
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SCHEDULE A
Paying AgentlRegistrar Fee Schedule
(To be furnished by the Bank)
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EXHIBIT B
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 18 of this Ordinance.
Annual Financial Statements and Operating Data
The fmancial information and operating dala with respect to the City to be provided annually in accordance
with such Section are as specified and included in the Appendix or under the headings of the Official Statement
referred to below:
1. The audited financial statements of the City for the most recently concluded fiscal year.
2. The information included in the Official Slatement under the headings "FINANCIAL
INFORMATION", "TAX COLLECTION PERIOD", "TAX COLLECTION RECORD", "T AX RATE
LIMITATIONS", "TAX RATE DISTRIBUTION", "TAX ADEQUACY", "CITY SALES TAX", "GENERAL
OBLIGATION BONDS AUTHORIZED BUT UNISSUED", "RATINGS ON OUTSTANDING GENERAL
OBLIGATIONS BONDS", "FLOATING DEBT OUTSTANDING", "PRINCIPAL TAXPAYERS",
"OVERLAPPING TAX RATE STATEMENT", "ESTIMATED DIRECT & OVERLAPPING DEBT
STATEMENT', "HISTORY OF GENERAL FUND REVENUE AND EXPENDITURES", and "REVENUE
BONDS AUTHORIZED BUT UNISSUED".
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the notes to
the financial statements referred to in paragraph 1 above, as such principles may be changed from time to time to
comply with state law or regulation.
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(Please attach newspaper clippings here.)
AFFIDA VIT OF PUBLICATION
THE STATE OF TEXAS 9
COUNTY OF HARRIS 9
BEFORE ME, the undersigned authority, on this day, personally appeared John Black
Editor & Publisher ,an authorized officer or employee of the BAYSHORE SUN (the
"Newspaper"), who being by me duly sworn, upon oath, deposes and says:
The attached
OBLIGA TION were
JIIIarch 12
published notice.
clippings of a NOTICE OF INTENTION TO ISSUE CERTIFICATES OF
published in the Newspaper on .lVI.arch 05 , 2000 and
, 2000, and the attached newspaper clippings are true and correct copies of said
The Newspaper meets the qualifications set out in Section 2051.044, Texas Government Code, as
follows:
1. The Newspaper devotes not less than 25% of its total column lineage to general interest items;
2. Is published at least once a week;
3. Is entered as second-class postal matter in Harris County where published; and
4. Has been published regularly and continuously f::2i,Q: be~ I. 2000
Authorized Officer or Employee
SWORN TO AND SUBSCRIBED BEFORE ME, this 13th day of March
2000.
Ak- j,&.~ Q"'~
. Notary Public
State of Texas
(NOTARY SEAL)
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e
Public
Notices
NOTICE OF INTENTION
TO ISSUE
CERTIFICATES OF
OBLIGATION
NOTICE is here-
by given that it is the inten-
tion of the City Council
(the "City COl!ncil") of the
City of La Porte, Texas
(the "City") to adopt an Or-
dinance providing for the
Issuance of interest- bear-
ing obligations of the City
presently "contemplated" to
be designated and known
as the "CITY OF LA
PORTE tEXAS CERTIFI-
~ OF OBLIGATION,
S 2 00" (the "Certif-
ic ~f bllgation") for
the p e of provi "li-
nan g for c ruction
an eq ment 0 public
library i~'~' e CI and
of the en f co c-
. tual o' !9 tlon or . fes-
slonal e c In connec-
tion therewl .. (to wit: archi-
tectural, engineering, fi-
nancial 'advisory, and le-
gal). The City Council ten-
tatively proposes to au-
thorize the issuance of the
Certificates of Obligation
at Its . regular meeting
place in the City Hall, La
Porte, Texas, at a meeting
of the City Council to be
commenced at 6:00 p.m.,
on the 27th day of March,
2000, In an amount ex-
pected not to exceed
$3,000,000. The City
Council proposes to pro-
. vide for payment' of the
Certificates of Obligation
from a pledge of an annual
ad valorem tax and not to
exceed $1,000 of the reve-
nues of the City's park and
recreation system.
Isf Norman Malone
Mayor. City of La Porte.
Texas
.
PORTE TEXAS CERTIFI.
CATES OF OBLIGATION,
SERIES 2000" (the "Certif-
Icates of Obligation") for
the purpose of providing fi-
nancing for construction
and equipment of a public
library within the City and
of the payment of contrac-
tual obligation for prof~s-
slonal services In connec-
tion therewith (to wit: archi-
tectural, engineering, fi-
nancial advisory, and le:-
gal). The City CouncD ten-
tatively proposes to au.
thorlze the issuance of the
Certificates of Obligation .
at its regular meeting'
place In the City Hall, La
Porte, Texas. at a meeting
of the . City Council to be
commenced at 6:00 p.m., "
on the 27th day of March,
2000, In an amount ex-
pected not to exceed
$3,000,000. The City
Council proposes to pro-
vide for payment of the
Certificates of Obligation
from a e of an annual
ad v rem and not to
~ce8d $1,0 " a,reve-
es of ttMf ity's park and
r reatl" tem.. .
t
Is! Norman Malone
Mayor, City of La Porte,
Texas
NOTICE OF INTENTION
TO ISSUE
CERTIFICATES OF
OBLIGATION i
~Sh re-
by given that it I~e I n-
tlon of the City Co ell
(the "City Coun ") of ~e
City of La Porte, Texas
(the "CIty") to adopt an Or-
dinance providing for" the
Issuance of Interest- bear-
ing obligations of the City
presently contemplated to
be designated and known
as the "CITY OF LA
e
.
MORONEY, BEISSNER & CO., INC.
Municpal Financial Advisors
Two Post Oak Central Bldg.
1980 Post Oak Blvd., Suite 2100
Houston, Texas 77056
713-960-8900
713/960-8904 Facsimilie
March 20, 2000
Bloomberg Municipal Repositories
100 Business Park Dr.
Skillman, NJ 08558
Attn: Municipal Depository
Kenny Information Systems, Inc.
Attn: Kenny Repository Service
65 Broadway, 16th FI.
New York, NY 10006
Thomson NRMSIR
Attn: Municipal Disclosure
395 Hudson S1., 3rd FI.
New York, NY 10014
DPC Data, Inc.
One Executive Dr.
Fort Lee, NJ 07024
Municipal Advisory Council of Texas
600 W. Eighth S1.
Austin, TX 7870 I
RECEIVED
Re: City of La Porte, Texas (Harris County)
MAR ~ .L 2000
CITY SECRETAI<. Y'S
OFFICE
Dear Sir or Madam:
Enclosed is the Audit Report for fiscal year ending September 30, 1999, and the required cover
sheet for the above referenced City. This document is being filed to comply with the City's continuing
disclosure agreement entered into pursuant to SEC Rule 15(c)2-12.
Should you have any questions, please do not hesitate to contact me at (713) 960-8900. Thank
you for your attention to this matter.
Sincerely,
t1ik ~
R. Davidrtt~~'
President
RDF:smt
enclosures
cc: City of La Porte
Established in 1919
....
"ial Notice of Sale alld Official Statemellt .
Cfty of La Porte, Texas -
(Harris County)
$3,250,000 General Obligation Bonds, Series 2000
and
$3,000,000 Certificates of Obligation, Series 2000
"Qualified Tax Exempt Obligations"
RECEIVED
MAR 1 6 2000
CITY SECRETARY'S
OFFICf
."
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SELLING: March 27,2000
6:00 P.M., CST
RATINGS ON OUTSTANDING BONDS:
Prepared under the direction of:
Moroney, Beissner & Co., Inc.
Houston, Texas
Financial Advisors to the City
Insured G.O.'s
Moody's
S&P's
"Aaa"
"AAA"
Nell' Ralillgs Applil'd For
Underlying
"Aa3"
"A+"