HomeMy WebLinkAboutO-1998-2254
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ORDINANCE NO. 98-2254
ut\IGINAL
ORDINANCE AUTHORIZING THE ISSUANCE OF $2,500,000 CITY OF LA PORTE,
TEXAS GENERAL OBLIGATION BONDS, SERIES 1998, AND ALL OTHER MATTERS
RELATED THERETO
WHEREAS, at an election duly called and held for and within the City of La Porte, Texas (the "City")
on June IS, 1985, the duly qualified resident electors of the City authorized the City Council of the City (the
"Council") to issue bonds of the maximum amount of $15,500,000 (the "Voted Authorization"), the Council now
deems it to be in the best interest of the City to issue $2,500,000 of the Voted Authorization, being $500,000 for
park improvements and $2,000,000 for drainage improvements; and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to Article 701 et.
seq, Vernon's Texas Civil Statutes, as amended, Article 823, Vernon's Texas Civil Statutes, as amended, and the
Charter of the City;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE,
TEXAS, THAT:
Section 1. AMOUNT AND PURPOSE OF THE BONDS. The bonds of City of La Porte are hereby
authorized to be issued and delivered in the aggregate principal amount of $2,500,000, for the purpose of
providing funds for park and drainage improvements.
Section 2. DESIGNATION. DATE. DENOMINATIONS. NUMBERS. MATURITIES. AND INTEREST
RATES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated: "CITY OF LA PORTE,
TEXAS GENERAL OBLIGATION BOND, SERIES 1998", and initially there shall be issued, sold, and delivered
hereunder fully registered bonds, without interest coupons, dated June IS, 1998, in the respective denominations
and principal amounts hereinafter stated, payable to the respective initial registered owners thereof (as designated
in Section 14 hereof), or to the registered assignee or assignees of said bonds or any portion or portions thereof
(in each case, the "Registered Owner", "Owner", or "owner").
The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued
and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well as all other
substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds.
The Initial Bond shall be numbered I-I and the definitive Bonds shall be numbered R-l upward and shall be in
the denomination of $5,000 each or any integral multiple thereof, shall mature and be payable serially on March
15 in each ofthe years and in the principal amounts, respectively as set forth in the following schedule, and shall
bear interest from the date specified in the FORM OF BOND set forth in this Ordinance to their respective dates
of maturity or redemption prior to maturity at the following rates per annum:
INTEREST INTEREST
YEARS AMOUNTS RA TES YEARS AMOUNTS RATES
2000 $125,000 6.25% 2010 $125,000 4.25%
2001 125,000 6.25 2011 125,000 4.25
2002 125,000 6.25 2012 125,000 4.25
2003 125,000 6.25 2013 125,000 4.25
2004 125,000 6.25 2014 125,000 4.25
2005 125,000 6.25 2015 125,000 4.25
2006 125,000 6.25 2016 125,000 4.25
2007 125,000 6.25 2017 125,000 4.25
2008 125,000 5.00 2018 125,000 4.25
2009 125,000 4.25 2019 125,000 4.25
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Said interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth
in this Ordinance.
Section 3. CHARACTERISTICS OF THE BONDS. (a) Registration. Transfer. and Exchange:
Authentication. The City shall keep or cause to be kept at the principal corporate trust office of Chase Bank of
Texas, National Association, Houston, Texas (the "Paying Agent/Registrar") books or records for the registration
of the transfer and exchange of the Bonds (the "Registration Books"), and the City hereby appoints the Paying
Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of
transfers and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may prescribe;
and the Paying Agent/Registrar shall make such registrations, transfers, and exchanges as herein provided. The
Mayor and the City Secretary are authorized to enter into a Paying Agent/Registrar Agreement substantially in
the form of Exhibit "A", attached hereto. The Paying Agent/Registrar shall obtain and record in the Registration
Books the address of the registered owner of each Bond to which payments with respect to the Bonds shall be
mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar
in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless
such notice has been given. To the extent possible and under reasonable circumstances, all transfers of Bonds
shall be made within three business days after request and presentation thereof. The City shall have the right to
inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the
Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall
not permit their inspection by any other entity. The Paying Agent/Registrar's standard or customary fees and
charges for making such registration, transfer, exchange and delivery of a substitute Bond or Bonds shall be paid
as provided in the FORM OF BOND set forth in this Ordinance. Registration of assignments, transfers, and ex-
changes of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set
forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other
Bond.
Except as provided in (c) below, an authorized representative of the Paying Agent/Registrar shall, before
the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's Authentication Certificate,
and no such Bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying
Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for transfer and exchange. No addi-
tional ordinances, orders, or resolutions need be passed or adopted by the governing body of the City or any other
body or person so as to accomplish the foregoing transfer and exchange of any Bond or portion thereof, and the
Paying Agent/ Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the
manner prescribed herein[, and said Bonds shall be of type composition printed on paper with lithographed or
steel engraved borders of customary weight and strength]. Pursuant to Article 717k-6, Vernon's Texas Civil
Statutes, as amended, and particularly Section 6 thereof, the duty of transfer and exchange of Bonds as aforesaid
is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said certificate, the transferred
and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect
as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney
General, and registered by the Comptroller of Public Accounts.
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying Agent/Registrar to act
as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The
Paying Agent/ Registrar shall keep proper records of all payments made by the City and the Paying
Agent/Registrar with respect to the Bonds.
(c) In General. The Bonds (i) shall be issued in fully registered fonn, without interest coupons, with
the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be
redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for
other Bonds, (v) shall have the characteristics, (vi) shall be signed, sealed, executed, and authenticated, (vii) shall
have the principal of and interest on the Bonds be payable, and (viii) shall be administered and the Paying
Agent/Registrar and the City shall have certain duties and responsibilities with respect to the Bonds, all as pro-
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vided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this
Ordinance. The Initial Bond shall be delivered to the initial purchaser and are not required to be, and shall not
be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in exchange for the Initial
Bonds or any Bond or Bonds issued under this Ordinance the Paying AgentlRegistrar shall execute the PAYING
AGENTIREGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND.
(d) Substitute Paving Agent/Registrar. The City covenants with the registered owners of the Bonds that
at all times while the Bonds are outstanding the City will provide a competent and legally qualified bank, trust
company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for
the Bonds under this Ordinance, and that the Paying AgentlRegistrar will be one entity. The City reserves the
right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to
the Paying AgentlRegistrar, to be effective not later than 60 days prior to the next principal or interest payment
date after such notice. In the event that the entity at any time acting as Paying AgentlRegistrar (or its successor
by merger, acquisition, or other method) should resign or otherwise cease to act as such, the City covenants that
promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other
agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar,
the previous Paying AgentlRegistrar promptly shall transfer and deliver the Registration Books (or a copy
thereot), along with all other pertinent books and records relating to the Bonds, to the new Paying AgentlRegistrar
designated and appointed by the City. Upon any change in the Paying AgentlRegistrar, the City promptly will
cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the
Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new
Paying Agent/ Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall
be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
delivered to each Paying AgentlRegistrar.
Section 4. FORM OF BONDS. The form of the Bonds, including the Form of Paying Agent/Registrar's
Authentication Certificate, the Form of Assignment, the Form of Statement of Insurance, and the Form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds
initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such
appropriate variations, omissions, or insertions as are permitted or required by this Ordinance.
FORM OF BOND
[Form of Front Panel of Definitive Bond]
NO. R-
United States of America
State of Texas
CITY OF LA PORTE, TEXAS
GENERAL OBLIGATION BOND,
SERIES 1998
PRINCIPAL
AMOUNT
$
INTEREST RATE
MATURITY DATE
ISSUE DATE
June IS, 1998
CUSIP NO.
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
ON THE MATURITY DATE, specified above, THE CITY OF LA PORTE, a home rule city and
municipal corporation of the State of Texas (the "City"), hereby promises to pay to the Registered Owner,
specified above, or registered assigns (hereinafter called the "registered owner") the Principal Amount, specified
above, and to pay interest thereon from the Issue Date, specified above, on March 15, 1999, and semiannually
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on each September 15 and March 15 thereafter to the Maturity Date, specified above, or the date of redemption
prior to maturity, at the Interest Rate per annum, specified above; except that if this Bond is required to be
authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such princi-
pal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such
date of authentication is after any Record Date but on or before the next following interest payment date, in which
case such principal amount shall bear interest from such next following interest payment date; provided, however,
that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being
exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest
has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States
of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered
owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption
prior to maturity, at the designated payment office of CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
Houston, Texas, or its successor, which is the "Paying Agent/Registrar" for this Bond. The payment of interest
on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment
date by check, dated as of such ~nterest payment date, drawn by the Paying Agent/Registrar on, and payable solely
from, funds of the City required by the ordinance authorizing the issuance of this Bond adopted on June 22, 1998
(the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter pro-
vided; and such check shall be sent by the Paying Agent/Registrar by United States mail, first-class postage pre-
paid, on each such interest payment date, to the registered owner hereof, at its address as it appeared on the last
business day of the month next preceding each such date (the "Record Date") on the Registration Books kept by
the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other method,
acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner.
THIS BOND is one of a series of Bonds dated as of June 15, 1998, authorized in accordance with the
Constitution and laws of the State of Texas in the original principal amount of $2,500,000 for the purpose of
providing funds for park and drainage improvements.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE BOND 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, the City has caused this Bond to be signed with the manual or facsimile
signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Secretary
of the City, and has caused the official seal of the City to be duly impressed, or placed in facsimile, on this Bond.
CITY OF LA PORTE, TEXAS
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
City Secretary
City of La Porte, Texas
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Mayor
City of La Porte, Texas
[Form of Back Panel of Bond]
THE BONDS are issued pursuant to the Bond Ordinance whereunder the City covenants to levy a
continuing direct annual ad valorem tax on taxable property within the City, not to exceed $2.50 per assessed
$100 valuation, as provided in Article XI, Section 5 of the Texas Constitution, for each year while any part of
the Bonds are considered outstanding under the provisions of the Bond Ordinance, in sufficient amount to pay
interest on each Bond as it becomes due, to provide a sinking fund for the payment of the principal of the Bonds
when due, and to pay the expenses of assessing and collecting such tax, all as more specifically provided in the
Bond Ordinance. Reference is hereby made to the Bond Ordinance for provisions with respect to the custody
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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.
THIS BOND IS TRANSFERABLE OR EXCHANGEABLE only upon presentation and surrender at the
principal corporate office of the Paying Agent/Registrar. If this Bond 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 terms and conditions of the Bond Ordinance.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, a Sunday,
a legal holiday, or a day on which banking institutions in the city where the designated payment office of the
Paying Agent/Registrar is located are authorized by law or executive order to close, or the United States Postal
Service is not open for business, then the date for such payment shall be the next succeeding day which is not
such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close, or the United
States Postal Service is not open for business; and payment on such date shall have the same force and effect as
if made on the original date payment was due.
ON MARCH 15,2009, or on any date thereafter, the Bonds of this series may be redeemed prior to their
scheduled maturities, at the option of the City, with funds derived from any available and lawful source, as a
whole, or in part (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000) at
the redemption price of the principal amount of Bonds called for redemption, plus accrued interest thereon to the
date fixed for redemption. If less than all of the Bonds are to be redeemed, the City shall determine the maturity
or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot
Bonds, or portions thereof, within such maturity or maturities and in such principal amounts, for redemption.
AT LEAST 30 days prior to the date for any such redemption, a notice of such redemption shall be sent
by the Paying Agent/Registrar by United States mail, first class, postage prepaid, to the registered owner of each
Bond, or portion thereof to be redeemed, at its address as it appeared on the Registration Books on the 45th day
prior to such redemption date and to major securities depositories, national bond rating agencies, and bond
information services; 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 Bond. By the date fixed for any such redemption, due provision shall be made by the City
with the Paying Agent/Registrar for the payment of the required redemption price for this Bond or the portion
hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice
of redemption is given, and if due provision for such payment is made, all as provided above, this Bond, or the
portion thereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled
maturity, and shall not bear interest after the date fixed for its redemption, and shall not be regarded as being
outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to
the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The
Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this Bond or
any portion hereof. If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same
maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple
of $5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation,
at the expense of the City, all as provided in the Bond Ordinance.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons,
in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this Bond, or any
unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be
assigned, transferred, and exchanged for a like aggregate principal amount of fully registered Bonds, without
interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having
the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the
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Paying Agent/Registrar for cancellation, all in accordance with the fonn and procedures set forth in the Bond
Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with
guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any
portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names
this Bond or any such portion or portions hereof is or are to be registered. The Fonn of Assignment printed or
endorsed on this Bond may be executed by the registered owner to evidence the assignment hereof, but such
method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be
used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the registered
owner. The person requesting such transfer and exchange shall pay the Paying Agent/Registrar's reasonable
standard or customary fees and charges for transferring and exchanging any Bond or portion thereof. In any
circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the
person requesting such assignment, transfer, or exchange, as a condition precedent to the exercise of such
privilege. The foregoing notwithstanding, in the case of the exchange of a portion of a Bond which has been
redeemed prior to maturity, as provided herein, and in the case of the exchange of an assigned and transferred
Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be
paid by the City. The Paying Agent/Registrar shall not be required to make any such transfer or exchange (i)
during the period commencing with the close of business on any Record Date and ending with the opening of
business on the next following principal or interest payment date or (ii) with respect to any Bond or any portion
thereof called for redemption prior to maturity, within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns, or otherwise
ceases to act as such, the City has covenanted in the Bond 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
of the Bonds.
BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of
the tenns and provisions of the Bond Ordinance, agrees to be bound by such tenns and provisions, acknowledges
that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the
governing body of the City, and agrees that the tenns and provisions of this Bond and the Bond Ordinance
constitute a contract between each registered owner hereof and the City.
IT IS HEREBY CERTIFIED, RECITED, AND COVENANTED THAT this Bond has been duly and
validly authorized, issued, and delivered; all acts, conditions, and things required or proper to be perfonned, exist,
and be done precedent to or in the authorization, issuance, and delivery of this Bond have been perfonned,
existed, and been done in accordance with law; and ad valorem taxes sufficient to provide for the payment of the
interest on and principal of this Bond, as such interest comes due, and as such principal matures, have been levied
and ordered to be levied against all taxable property in the City, and have been pledged for such payment, within
the limit prescribed by law.
FORM OF INITIAL BOND
The Initial Bond shall be in the fonn set forth above for the Definitive Bonds. exceot the followine: shall
reoJace the headine: and the first oarae:raoh and the Bond will be a continuous document:
NO. 1-1
$2,500,000
United States of America
State of Texas
CITY OF LA PORTE, TEXAS
GENERAL OBLIGATION BOND, SERIES 1998
Issue Date:
JUNE 15, 1998
Registered Owner:
CEDE & CO.
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Principal Amount:
TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000)
THE CITY OF LA PORTE, TEXAS (the "City"), 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
RATE
%
(Infonnation to be inserted from schedule in Section 2 hereof.)
INTEREST on the unpaid Principal Amount hereof from the Issue 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 March 15, 1999.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States
of America, without exchange or collection charges. The final payment of principal of this Bond shall be paid
to the Registered Owner hereof upon presentation and surrender of this Bond at final maturity, at the designated
payment office of CHASE BANK OF TEXAS, NA TIONAL ASSOCIATION, Houston, Texas, which is the
"Paying Agent/Registrar" for this Bond. The payment of principal installments and interest on this Bond shall
be made by the Paying Agent/Registrar to the Registered Owner hereof as shown by the Registration Books kept
by the Paying Agent/Registrar at the close of business on the Record Date by check drawn by the Paying
Agent/Registrar on, and payable solely from, funds of the City required to be on deposit with the Paying
Agent/Registrar for such purpose as required by the ordinance authorizing the issuance of this Bond adopted on
June 22, 1998 (the "Bond Ordinance"); 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 Agent/Registrar, as hereinafter described. The record date ("Record
Date") for payments hereon means the last business day of the month preceding a scheduled payment. In
addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and
at the risk and expense, of the registered owner. 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 Bond it will
make available to the Paying Agent/Registrar the amounts required to provide for the payment, in immediately
available funds, of all principal of and interest on the Bond, when due, in the manner set forth in the Ordinance
defined below.
FORM OF PAYING AGENTIREGlSTRAR'S AUTHENTICATION CERTIFICATE.
· Not required on Initial Bond
PAYING AGENTIREGlSTRAR'S AUTHENTICATION CERTIFICATE
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It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described
in the text of this Bond; and that this Bond has been issued in exchange for, a bond, bonds, or a portion of a bond
or bonds of a Series which originally was approved by the Attorney General of the State of Texas and registered
by the Comptroller of Public Accounts of the State of Texas.
Dated:
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
Paying Agent/Registrar
By
Authorized Signature
FORM OF STATEMENT OF INSURANCE
STATEMENT OF INSURANCE
Financial Security Assurance Inc. ("Financial Security"), New York, New York, has delivered its
municipal bond insurance policy with respect to the scheduled payments due of principal of and interest on this
Bond to Chase Bank of Texas, National Association, Houston, Texas, or its successor, as paying agent for the
Bonds (the "Paying Agent"). Said Policy is on file and available for inspection at the principal office of the
Paying Agent and a copy thereof may be obtained from Financial Security or the Paying Agent.
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized representa-
tive or attorney thereof, hereby assigns this Bond to
/
/
(Assignee's Social Security or Tax Payer
Identification number)
(print or type Assignee's name and address, including zip code)
and
herebyirrevocablyconstitutesand appoints
attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books 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 Bond 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 Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
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TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
IT TEN - as joint tenant with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT - Custodian
(Cust)
(Minor)
under Unifonn Gifts to Minor Act
(State)
Additional abbreviations may also be used though not in the list above.
FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS*
*To be printed or attached to Initial Bond only
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney
General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of
the State of Texas.
Witness my signature and seal this
COMPTROLLER'S SEAL
Comptroller of Public Accounts of the State of Texas
[END OF FORMS]
Section S. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby
created solely for the benefit of the Bonds, and the Interest and Sinking Fund 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 City, and shall be used only for paying the interest on and principal
of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as
collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest
thereon are outstanding and unpaid, the Council 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 Bonds as such interest
comes due, and to provide and maintain a sinking fund adequate to pay the principal of its Bonds as such
principal matures (but never less than 2% of the original principal amount of said Bonds as a sinking fund each
year); and said tax shall be based on the latest approved tax rolls of the City, with full allowance being made for
tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and
is hereby ordered to be levied, against all taxable property in the City for each year while any of the Bonds or
interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such year and de-
posited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for
the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures,
are hereby pledged for such payment, within the limit prescribed by law.
Section 6. DISPOSITION OF BOND PROCEEDS. The proceeds of the Bonds shall be placed into the
Interest and Sinking Fund and the Construction Fund of the City as follows:
(a) Interest and Sinkin!! Fund. An amount equal to the accrued interest on the Bonds from the date of
the Bonds to the date of delivery to the Initial Purchaser shall be deposited in the Interest and Sinking Fund.
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(b) Construction Fund. The proceeds of the Bonds remaining after the above described deposit into the
Interest and Sinking Fund shall be placed in the Construction Fund (hereby created) to be used by the City for
the purposes described in this Ordinance.
Section 7. REMEDIES OF OWNERS. In addition to all rights and remedies of any Owner of the Bonds
provided by the laws of the State of Texas, the City and the Council covenant and agree that in the event the City
defaults in the payment of the principal of or interest on any of the Bonds 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 Bonds shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and
requiring the Council 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 Bonds and shall be cumulative of all other existing remedies.
Section 8. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be
paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the
extent provided in subsection (e) of this Section, when payment of the principal of such Bond, plus interest
thereon to the due date (whether such due date be by reason of maturity, upon redemption, or otherwise) either
(i) shall have been made or caused to be made in accordance with the tenns thereof (including the giving of any
required notice of redemption) or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar for such payment (A) lawful money of the
United States of America sufficient to make such payment or (B) Government Obligations (hereinafter defined)
which mature as to principal and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made
by the City with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have
become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as afore-
said, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits
of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and interest
shall be payable solely from such money or Government Obligations.
(b) Any money so deposited with the Paying Agent/Registrar may at the written direction of the City also
be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all
income from such Government Obligations received by the Paying Agent/Registrar which is not required for the
payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be
turned over to the City, or deposited as directed in writing by the City.
(c) The tenn "Government Obligations" as used in this Section, shall mean direct obligations of the
United States of America, including obligations the principal of and interest on which are unconditionally
guaranteed by the United States of America, which may be United States Treasury obligations such as its State
and Local Government Series, which may be in book-entry fonn.
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall
perfonn the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been
defeased, and the City shall make proper arrangements to provide and pay for such services as required by this
Ordinance.
Section 9. BOOK-ENTRY ONLY SYSTEM. It is intended that the Bonds 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 Bonds shall be
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issued in the fonn of a separate single definitive Bond for each maturity. Upon issuance, the ownership of each
such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the outstanding
Bonds 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 Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the
Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial
institution for which DTC holds the Bonds 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 Bonds (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 Bonds, or (ii) the delivery to any Depository
Participant or any Indirect Participant or any other Person, other than a registered owner of a Bond, of any amount
with respect to principal of, premium, if any, or interest on the Bonds. While in the DTC System, no person
other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a Bond 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 detennined 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 detennines that it is in the best interest of the beneficial owners of the Bonds that they be able
to obtain certificated Bonds, 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 Bonds shall
no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City
may detennine that the Bonds 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
Bonds may be registered in whatever names the registered owners of Bonds transferring or exchanging the Bonds
shall designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered
in the name of Cede & Co., as nominee ofDTC, all payments with respect to principal of, premium, if any, and
interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the
manner provided in the Representation Letter.
Section 10. DAMAGED. MUTILATED. LOST. STOLEN. OR DESTROYED BONDS. (a) Reolacement
Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying
Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount,
maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such
Bond in the manner hereinafter provided.
(b) Aoolication for Reolacement Bonds. Application for replacement of damaged, mutilated, lost, stolen,
or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case
of loss, theft, or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the
City and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of
them hannless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction
of a Bond, the registered owner shall furnish to the City and to the Paying Agent/Registrar evidence to their
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satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of damage or
mutilation of a Bond, the registered owner shall surrender to the Paying AgentlRegistrar for cancellation the Bond
so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such
Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal
of, redemption premium, ifany, or interest on the Bond, the City may authorize the payment of the same (without
surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond,
provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond, the Paying
AgentlRegistrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in
connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the
fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the City whether or not
the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled
to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under
this Ordinance.
(e) Authoritv for Issuing Replacement Bonds. In accordance with Article 717k-6, Vernon's Texas Civil
Statutes, as amended, this Section of this Ordinance shall constitute authority for the issuance of any such
replacement bond without necessity of further action by the governing body of the City or any other body or
person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent!
Registrar, and the Paying AgentlRegistrar shall authenticate and deliver such Bonds in the fonn and manner and
with the effect, as provided in Section 4 of this Ordinance for Bonds issued in exchange for other Bonds.
Section II. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS: BOND COUNSEL'S
OPINION, AND CUSIP NUMBERS. The Mayor of the City is hereby authorized to have control of the Bonds
initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending
their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas,
and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the
Bonds said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall
manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller
shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of Akin, Gump,
Strauss, Hauer & Feld, L.L.P., Bond Counsel and the assigned CUSIP numbers may, at the option of the City,
be printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal effect, and
shall be solely for the convenience and infonnation of the registered owners of the Bonds.
Section 12. COVENANTS OF THE CITY. (a) General Covenants. The City covenants and represents
that:
(i) The City is a duly incorporated Home Rule City, having more than 5000 inhabitants, operating
and existing under the Constitution and laws of the State of Texas, and is duly authorized under the laws
of the State of Texas to create and issue the Bonds; all action on its part for the creation and issuance
of the Bonds has been duly and effectively taken; and the Bonds in the hands of the Owners thereof are
and will be valid and enforceable obligations of the City in accordance with their tenns; and
(ii) The Bonds shall be ratably secured in such manner that no one Bond shall have preference over
other Bonds.
(b) Specific Covenants. The City covenants and represents that, while the Bonds are outstanding and
unpaid, it will:
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(i) Levy an ad valorem tax that will be sufficient to provide funds to pay the current interest on the
Bonds and to provide the necessary sinking fund, all as described in this Ordinance; and
(ii) Keep proper books of record and account in which full, true, and correct entries will be made of
all dealings, activities, and transactions relating to the Funds created pursuant to this Ordinance, and all
books, documents, and vouchers relating thereto shall at all reasonable times be made available for
inspection upon request from any Owner.
(c) Covenants Rel!ardiDl! Tax Matters. The City covenants to take any action to maintain, or refrain
from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103
of the Internal Revenue Code of 1986, as amended (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 Bonds 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 Bonds 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 Bonds, 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 Bonds 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 Bonds 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 Bonds being "federally guaranteed"
within the meaning of section 149(b) of the Code;
(vi) Except to the extent pennitted by section 148 of the Code and the regulations and rulings
thereunder, to refrain from using any portion of the proceeds of the Bonds, 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
Bonds.
(vii) To otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the
Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section
148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating
to advance refundings);
(viii) Except to the extent otherwise provided in section 148(t) 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 Bonds) an amount that is at least equal to 90% of the "Excess
Earnings," within the meaning of section 148(t) of the Code, and to pay to the United States of America,
not later than 60 days after the Bonds have been paid in full, 100% of the amount then required to be
paid as a result of Excess Earnings under section 148(t) of the Code;
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(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 Bonds; 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 Bonds, 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 Bonds under section 103 of the Code. In the event that regulations or rulings are here-
after promulgated which impose additional requirements which are applicable to the Bonds, 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 Bonds under section 103 of the Code.
Proper officers of the City charged with the responsibility of issuing the Bonds 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 Bonds.
Notwithstanding any other provision in this Resolution, to the extent necessary to preserve the exclusion
from gross income of interest on the Bonds under section 103 of the Code the covenants contained in this
subsection shall survive the later of the defeasance or discharge of the Bonds.
(d) Covenants Ree.ardine. Sale. Lease. or Disoosition of Financed Prooertv. The City covenants that the
City will regulate the use of the property financed, directly or indirectly, with the proceeds of the Bonds 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 Bonds 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 13. DESIGNATION AS OUALIFIED TAX-EXEMPT OBLIGATIONS. The City hereby
designates the Bonds 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 Bonds are issued, the City (including any subordinate entities) has not designated nor will
designate obligations, which when aggregated with the Bonds, 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 1998 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 Bonds as "qualified tax-exempt obligations."
Section 14. SALE OF BONDS. The sale of the Bonds to the Initial Purchasers pursuant to the taking of
competitive bids at a price of par, plus accrued interest to the date of delivery and a premium of $-0- is hereby
confirmed. It is hereby officially found, determined, and declared that the Initial Purchasers submitted the bid
which results in the lowest true interest cost to the City and delivery of the Bonds to the Initial Purchasers 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 Bond shall be registered in the name of the Initial Purchasers. The officers of the
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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.
Section 15. APPROVAL OF OFFICIAL STATEMENT. The City hereby approves the form and content
of the Official Statement relating to the Bonds, and any addenda, supplement, or amendment thereto and approves
the distribution of such Official Statement in the reoffering of the Bonds by the Initial Purchasers 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. It is further officially found determined and
declared that the statements and representations contained in said Official Statement are true and correct in all
material respects to the best knowledge and belief of the Council.
Section 16. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports. 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
1998, financial information and operating data with respect to the City of the general type included in the final
Official Statement authorized by Section I 5 of this Ordinance, being the information 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 financial
statements 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 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 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 Bonds, if such event is material within the
meaning of the federal securities laws: (i) principal and interest payment delinquencies; (ii) non-payment related
defaults; (Hi) 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 Bonds; (vii)
modifications to rights of holders of the Bonds; (viii) calls; (ix) defeasances; (x) release, substitution, or sale of
property securing repayment of the Bonds; 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 Bonds within the meaning of 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 Bonds no longer to be
outstanding and any call of Bonds made in connection therewith.
The provisions of this Section are for the sole benefit of the Owners and beneficial owners of the Bonds,
and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or
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claim hereunder to any other person. The City undertakes to provide only the financial infonnation, 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 infonnation 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 infonnation provided in
accordance with this Section or otherwise, except as expressly provided herein. The City does not make any
representation or warranty concerning such infonnation or its usefulness to a decision to invest in or sell Bonds
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: (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 pennitted an
underwriter to purchase or sell Bonds in the present offering in compliance with the Rule and either the Owners
of a majority in aggregate principal amount of the outstanding Bonds consent to such amendment, supplement,
or repeal, or any State agency or official detennines that such amendment, supplement, or repeal will not
materially impair the interests of the beneficial owners of the Bonds, (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.
Section 17. FURTHER PROCEDURES. The Mayor, the City Secretary, the City Manager, the Finance
Director, the City's Financial Advisor, 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 perf ann 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 this Ordinance, the Bonds, and the Official
Statement. Prior to the initial delivery of the Bonds, the Mayor 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 (Hi) obtain the approval of the Bonds by the Texas Attorney
General's office.
Section 18. ORDINANCE A CONTRACT: AMENDMENTS. This Ordinance shall constitute a contract
with the Owners, from time to time, of the Bonds, binding on the City and its successors and assigns, and shall
not be amended or repealed by the City as long as any Bond 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 issuance of any additional bonds, (Hi)
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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 of a majority in aggregate principal amount of Bonds then outstanding affected thereby, and the
insurer of any Bonds amend, change, modify, or rescind any provisions of this Ordinance; provided 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 Bonds, 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
additional bonds on a parity with the lien of the Bonds, (ii) give any preference of any Bond over any other Bond,
(iii) extend any waiver of default to subsequent defaults, or (iv) reduce the aggregate principal amount of Bonds
required for consent to any such amendment, change, modification, or rescission. Whenever the City shall desire
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. Whenever 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 Owners of a majority in aggregate principal
amount of the Bonds then outstanding affected by any such amendment, addition, or rescission requiring the
consent of Owners of Bonds, 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 19. MISCELLANEOUS. (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 ordinances, 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 Council hereby declares that this Ordinance would have been
enacted without such invalid word, phrase, clause, paragraph, sentence, part, portion, or provisions.
(d) Govemine: Law. This Ordinance shall be construed and enforced in accordance with the laws of the
State of Texas.
(e) 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 June 22, 1998.
Is! Alton E. Porter
Mayor Pro Tern, City of La Porte, Texas
ATTEST:
Is! Martha Gillett
City Secretary, City of La Porte, Texas
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EXHIBIT A
PAYING AGENTIREGlSTRAR AGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT entered into as of June I, 1998 (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
General Obligation Bonds, Series 1998" (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 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 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 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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ORIGINAL
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 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.
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ORIGINAL
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and functions of
this Agreement.
ARTICLE III. PAYING AGENT
Section 3.01. Duties of Payinll Allent. 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 Rellister - Transfers and ExchaDl!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.
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ORIGINAL
Section 4.03. Form of Security Rellister. 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.
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, ifnot 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.
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ORiGINAL
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;
(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 otherwise
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.
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(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.
Section 5.04. Mav 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. Monev Held bv 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.
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ORIGINAL
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. Assillnment. 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.
Section 6.04. Effect of Headinlls. The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.
Section 6.05. Successors and Assillns. 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 Allreement. 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 Allreement. 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 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
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 Agent/Registrar designated and appointed by the Issuer.
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ORIGINAL
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. Goveroinll Law. This Agreement shall be construed in accordance with and governed by
the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.
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 Fainnont
La Porte, Texas 77571
(ISSUER SEAL)
EXECUTION PAGE FOR PAYING AGENT/REGISTRAR AGREEMENT
.
SCHEDULE A
Paying AgentlRegistrar Fee Schedule
(To be furnished by the Bank)
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OR~GINAL
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ORiGINAL
EXHmIT B
DESCRIPTION OF ANNUAL FINANCIAL INFORMA nON
The following information is referred to in Section 16 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:
I. 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", "COMPUTATION OF SELF-SUPPORTING DEBT", "TAX COLLECTION RECORD", "TAX
COLLECTION DATA", "TAX RATE DISTRIBUTION", "DEBT SERVICE FUND MANAGEMENT INDEX",
"TAX ADEQUACY", "CITY SALES TAX", "GENERAL OBLIGATION BONDS AUTHORIZED BUT
UNISSUED", "ESTIMATED DIRECT & OVERLAPPING DEBT STATEMENT", "TWENTY MAJOR
TAXPAYERS", "TEN MAJOR EMPLOYERS", "GENERAL OBLIGATION BONDS", "PRINCIPAL
REPAYMENT SCHEDULE", "ESTIMATED DEBT SERVICE REQUIREMENT SCHEDULE", and "GENERAL
FUND REVENUES, EXPENDITURES, AND BALANCES - FIVE YEAR HISTORY".
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described in the notes
to the fmancial 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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ORIGINAL
CERTIFICATE FOR .QRDINANCE
We, the undersigned Mayor and City Secretary of the City of La Porte, Texas (the "City"), hereby certify
as follows:
I. The City Council of the City (the "Council") convened in regular session, open to the public, on June
22, 1998 at the meeting place designated in the notice (the "Meeting"), and the roll was called of the members, to
wit: Norman L. Malone, Mayor, and the following City Councilmembers: Guy Sutherland, Chuck Engelken, Howard
Ebow, Deotis Gay, Charlie Young, Jerry Clarke, Bob McLaughlin, and Alton Porter. All members of the Council
werepresent,except Mayor Malone . constituting a quorum. Whereuponamong
other business, the following was transacted at the Meeting: a written ordinance entitled
ORDINANCE AUTHORIZING THE ISSUANCE OF $2,500,000 CITY OF LA PORTE, TEXAS
GENERAL OBUGA TION BONDS, SERIES 1998, AND ALL OTHER MATTERS RELATED
THERETO
(the "Ordinance") 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:
8
NOES: 0
ABSTENTIONS:
o
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.
3. Martha Gillett is the duly appointed and acting City Secretary of the City.
SIGNED AND SEALED this June 22, 1998.
City ecretary
City of La Porte, Texas
~~v~-
Mayor Pro Tern
City of La Porte, Texas
(CITY SEAL)
,
~