HomeMy WebLinkAboutO-1989-1635
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ORDINANCE NO. 1635
AN ORDINANCE CONSENTING TO THE ISSUANCE AND SALE OF BONDS BY LA
PORTE AREA WATER AUTHORITY: PROVIDING FOR A SEVERABILITY CLAUSE:
FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW: AND PROVIDING FOR AN
EFFECTIVE DATE HEREOF.
WHEREAS, the La Porte Area Water Authority (the "Authority")
was created as a conservation and reclamation district in Harris
County, Texas pursuant to the provisions of Article XVI, Section 59
of the Texas Constitution and Chapter 729, pages 2678 et seq. Acts
of the 67th Legislature of the State of Texas, Regular Session,
1981 (the "Act"): and
WHEREAS, Section l2(b) of the Act authorizes the Authority to
borrow money from time to time for the purposes specified in the
Act by, among other things, issuing and selling revenue bonds:
provided, however, that the Authority may borrow money only with
the prior approval of the city council (the "City Council") of the
City of La Porte (the "City"): and
WHEREAS, the Board of Directors of the Authority has informed
the City Council that the Authority desires to issue and sell its
Contract Revenue Bonds, Series II 1988, in the aggregate principal
amount of $4,800,000, in order to finance the construction of a
transmission and distribution system to transport water from the
Southeast Water Purification Plant under construction by the City
of Houston (the "Southeast Plant") to customers of the Authority
and for other related purposes: and
WHEREAS, the City has entered into a Water Supply Contract
with the Authority for the City to purchase water treated at the
Southeast Plant from the Authority: and
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Ordinance No. 1635, Page 2
WHEREAS, the issuance and sale of the Bonds by the District on
the proposed terms and conditions is satisfactory and in the best
interest of the City and the City Council desires to consent to the
issuance and sale of the Bonds; therefore
BE IT ORDAINED BY THE CITY COUNCIL
OF THE CITY OF LA PORTE:
Section 1.
That the City Council of the City of La Porte
hereby consents to the issuance and sale by La Porte Area Water
Authority of up to $4,800,000 of its Water Supply Contract Revenue
Bonds, Series II 1988, substantially in accordance with the terms
and conditions set forth in the proposed "Resolution Authorizing
the Issuance and Sale of $4,800,000 Water Supply Contract Revenue
Bonds, Series II 1988, and Authorizing an Agreement with the Paying
Agent/Registrar" attached hereto as Exhibit "A" and hereby made a
part of this Ordinance.
Section 2. That the City Council officially finds, deter-
mines, recites and declares that a sufficient written notice of the
date, hour, place and subject of this meeting of the City Council
was posted at a place convenient to the public at the City Hall of
the City for the time required by law preceding this meeting, as
required by the Open Meetings Law, Article 6252-17, Texas Revised
Civil Statutes Annotated; and that this meeting has been open to
the public as required by law at all times during which this or-
dinance and the subject matter thereof has been discussed, con-
sidered and formally acted upon.
The City Council further rati-
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Ordinance No. 1635, Page 3
fies, approves and confirms such written notice and the contents
and posting thereof.
Section 3. That this Ordinance shall take effect and be in
full force immediately upon and after its adoption.
PASSED AND APPROVED THIS THE /3 DAY OF ~~B9.
CIT~OF A PORTE
By: ~/~~
NO ALoNE, a or .......
ATTEST:
By: ~ ~
CHERIE BLACK, City Secretary
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BOND REGISTRAR AND
PAYING AGENT AGREEMENT
THIS AGREEMENT entered into as of
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1989 (~he "A9reementR) by and between La Porte Area Water
Authority, a body politic and corporate and a political sub-
division of the State of Texas (the "Authority"), and First
City National Bank of Houston, a national banking,associa-
tion duly organized and existinq under the laws of the
United States of America with its principal offices in
Houston, Texas (the "Bank");
WIT N B S S B T HI
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WHEREAS, the Authority has duly authorized and
provided for the issuance of its Contract Revenue Bonds,
Series II 1988 (the "Bonds") in the agqreqate principal
amount of $4,800,000 to be issued as reqistered bonds
without coupons, and
WHEREAS, all things necessary to make the Bonds
the valid obliga'tions of the Authority, in accorda'nce with
their terms, will be taken prior to the issuance and delivery
thereof, and
WHEREAS, the Authority is desirous that the Bank
serve as the agent of the Authority for the purpose of pro-
viding for the authentication, registration, transfer, ex-
change, replacement and ,payment of the Bonds (provided adequate
funds have been provided to the Bank on behalf of the Authority),
all under and in strict conformity with the Resolution of
the Authority authorizing the issuance and sale of the Bonds
and approving this Agreement, and,
WHEREAS, the Bank desires to serve as the Authority's
agent for the purposes listed above and to enter into and
perform its obligations under this Agreement;
NOW, THEREFORE, the Authority and the Bank hereby
aqree as follows:
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ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The Au~hority hereby appoints the Bank to act as
paying Agent/Registrar with respect to the Bonds for the
purposes of (i) paying to the registered owners of the Bonds
the principal of, and interest on, all or any of the Bonds,
(ii) maintaining the Bond Register (as defined in section
4.01 hereof), in which shall be kept the names and addresses
of the registered owners of the Bonds; and (iii) authenti-
cating Bonds issued pursuant to the Resolution authorizing
~he Bonds, all as described in this Agreement.
The Bank hereby accepts such appointments, and
agrees to act as the Paying Agent/Registrar with respect to
the Bonds, subject to the terms and conditions of this Aqree~
mente
section' 1.02. Compens a tion .
As compensation for the Bank's services as Paying
Agent/Registrar, the Authority hereby agrees to pay the Bank
the fees and amounts set forth in Annex A hereto until December 31,
1989 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 Authority on or before October 1 of each
year and shall be effective upon January 1 of the following
year.
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In addition, the Authority aqrees to reimburse the
Bank upon its request for all reasonable expenses, disburse-
ments ana advances incurred or made by ~he Bank in accor-
dance with any of the provisions hereof (including the rea-
sonable compensation and the expenses and disbursements of
its agents and counsel). .
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ARTICLE TWO
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DEFINITIONS
, . . section 2. 01. Definitions. . .
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'.:. .. ~.. . . '. For 'ai'l '~urpos~s '~"f thi'~ Agre~me'nt,' except a~ oth'er- '. '.
wise expressly provided or unless the context otherwise requires:
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"Bank Office" means the principal corporate
trust office of the Bank as indicated on ~he'
signature page hereof. The Bank will notify the
Authority in writing o~ any change in location of
the Bank Offioe.
"Bond Resolution" means the resolution of the
Board of Directors of the Authority adopted on
, 1989 authorizinq the issuance and
sale of the Bond's, a cert:ified copy of which has
been delivered to the Bank.
"Authority Request" and "Authority Order"
means a written request or order siined in the
name of the Authority by the President of the
Board of Directors or. the General Manager of the
Authority and delivered to the Bank.
"Responsible Officer" when used with respect
to the Bank means the Chairman or Vice Chairman of
the Board of Directors, the Chairman or Vice
Chairman of the Executive Committee of the Board
of Directors, the Presid~nt; an~ Vice President,
any Assistant Vice President, the Secretary, any
Assistant Secretary, the T~easurer, 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 trus~ matter,
any other officer to whom such matter is referred
because of his knowledge of and familiarity with
the particular subject.
Section 2.02. Other Definitions.
Capitalized terms used herein without definition
shall have the respective meaninqs assigned to them in the
Bond Resolution.
ARTICLE THREE
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PAYING AGENT
" . , ~ect~on 3.01. Duties of the Bank as Payinq Agent. .
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, ," As Paying Agent, the Bank shall, provided adequate,' ,
funds have been provided to it for such purpose by or on
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behalf of the Authority, pay on behalf of the Authority the
principal of the Bonds. at their respective maturities
(whether at their stated maturities or upon redemption as
provided in the Bond Resolution) to the registered Owners
thereof upon surrender of the Bonds to the Bank at the Bank
Office.
As Paying Agent, the Bank shall, provided adequate
collected funds have been provided to it for such purpose by
or on behalf of the Authority, pay on behalf of the Authority
the interest on the Bonds when due, by computing the amount
of interest to be paid each registered owner thereof,
preparing the checks and mailing them as specified in the
Bond Resolution to such owners, addressed to their addresses
appearing on the Bond Register.
Section 3.02. Payment Dates.
The Authority hereby instructs the Bank to pay the
principal of, and interest on, the Bonds at the dates
specified in the Bond Resolution (provided adequate funds
have been provided to the Bank by or on behalf of the
Authority) .
ARTICLE FOUR
REGISTRAR
Section 4.01. Authentication, Transfer and Exchange.
The Authority shall keep at the Bank Office a
register (herein and ~n the Bond Resolution called the "Bond
Register") in which, subject to such reasonable written
regulations as 'the Authority may prescribe (which regula-
tions shall be furnished the Bank herewith or subsequent
hereto by Authority Order), the Authority shall provide for
the registration of Bonds and of transfers of Bonds. The
Bank agrees to maintain the Bond Register while it is
Registrar.
At any time and from time to time after the execu-
~ion and deliv.ery of this A9reem~nt", any registere.d owner,
may deliver to the Bank, for transfer or exchange, any Bonds
accompanied by instructions from such re9istered owner
designating the persons and authorized maturities and
principal amounts to and in which such Bond~ are, to. b~ . I ,
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within not more than three (3) business days after all
necessary documentation has been delivered to the Bank,
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authenticate and deliver such Bonds, as provided herein, in
the Bond Resolution and in such instructions. Such Bonds
ghall be executed on behalf of the Authority and shall be
authenticated in the manner provided in the Bond Resolution.
With respect to any Bond authenticated and delivered by the
Bank hereunder, the Bank shall place the date of authentica-
tion of such Bonds in the place provided for such date in
the form of Bond.
All Bonds issued Upon any transfer or exchange Of
Bonds shall be the valid obliqations of the Authority,
evidencing the same debt, and entitled to the same benefits
hereunder and under the Bond Resolution, as the Bonds
surrendered upon such exchange.
NO service charge shall be made by the Bank to the
registered owner of a Bond or any transferee for any regis-
tration, transfer or exchange of Bonds, but the Bank shall
require payment by such registered owner thereof or trans-
feree(s) of a sum sufficient to cover any tax or other
governmental charge that may be imposed upon or be collect-
ible by the Authority. or the Bank in connection with any
such transfer or exchange of Bonds. Every Bond surrendered
for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signa-
ture on which has been guaranteed by an officer of a federal
or state bank or a member of the National Association of
Securities Dealers, Inc., in form satisfactory to the Bank,
duly executed by the registered owner thereof or his attor-
ney duly authorized in writing.
The Bank may request any supporting documentation
it feels necessary to effect a transfer or re-registration.
Section 4.02. Certificates.
The Authority shall provide an adequate inventory
of Bond certificates to facilitate transfers. The Bank
covenants that it will maintain Bond certificates in safe-
keepinq and will use reasonable care in maintaining such
certificates in safekeeping, which shall be not less than
the care it maintains.for.deb~.securities of other qovern-
ments or corporations for which it serves as registrar, or
which it maintains for its own securities. The Bank will
notify the Authority in writin~ in a timely manner when
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4.03. Form of Bond Reqister.
The Bank as Registrar will ma.intain the records of
the Bond Register in accordance with the Bank's general
practices and procedures in effect from time to time. The
Bank shall not be .obligated to maintain such Register in any
form other than that which the Hank has currently available
and currently utilizes at the time: provided, however, that
such form shall at all. times be adequate to provide for an
accurate accounting of the entire principal amount of Bonds
maturinq in each year of maturity and to permit the tracinq
of any Bond to one of the Initial Bonds.
The Bond Register may be maintained in written
form or in any other form capable of being converted into
written form within a reasonable time.
Section 4.04. List of Registered Owners of Bonds.
The Bank will at any time upon request of the
Authority provide to t~e Authority a copy of the information
contained in the Bond Register. The Authority may also
inspect the information in the Bond Register at any time the
Bank is customarily open for business, provided that reason-
able time is allowed the Bank to provide an up-to-date
listing or to convert the information into written form.
The Bank will not release or disclose the content
of the Bond Re9ister to any person other than, or at the
written request of, the President of the Board of Directors
or the General Manager of the Authority, except upon receipt
of a subpoena or court order. Upon receipt of a subpoena or
court order, or any notice relating to such a subpoena or
order or a hearing with respect thereto, the Bank will
promptly notify the Authority so that the Authority may have
the opportunity to contest the subpoena or ~ourt o~de~.
Section 4.05. Return of Cancelled Certificates.
The Bank will, in accordance with the written
instructions of the Authority, surrender to the Authority
.cancelled Bond certificates in lieu of which or in exchange
for which other Bonds have been issued, or which have been
paid.
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Section 4.06. Mutilated, Destroyed, Lost or
Stolen Bonds.
The Authority hereby instructs the Bank to deliver
and issue Bonds in exchange for or in lieu of mutilated,
destroyed, lost or stolen Bonds as long as the same does not
result in an overissuance and subject to the conditions
hereinafter set forth.
The Bank will issue and deliver a new Bond in
exchange for a mutilated Bond surrendered to it. The Bank
will issue a new Bond in lieu of a Bond for which it re-
ceives written represen.tation from the registered owner
thereof that the certificate representing such Bond is
destroyed, lost or stolen, without. the surrender or produc-
tion of the original certificate, so long as (a) there is
delivered to the Bank such security or indemnity as it may
require (which may be the Bank's blanket indemnity bond) to
save both the Bank and the Authority. harmless and (b) neither
the Authority nor the Bank have received notice that such
Bond has been acq~ired by a bona fide purchaser. The Bank
will pay, on behalf of the Authority, the interest on, and
the principal of, a Bond for which' it receives written
representation that such Bond is destroyed, lost or stolen
following the stated maturity or redemption of sueh Bond,
without the surrender or production of the original certif-
iea te .
On satisfaction of the Bank and the Authority, the
certificate number on the Bond Register will be cancelled
with a notation that it has been mutilated, destroyed, lost
or stolen and a new Bond will. be issued of the same series
and of like tenor and principal amount bearing a number
(according to the Bond Register) not contemporaneously
outstanding.
The Bank shall charge the registered owner of the
Bond the Bank's fees and expenses (including any tax or
other governmental charge imposed) in connection with
issuing a new Bond in lieu of or exchange for a mutilated,
destroyed, lost or stolen Bond.
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The Bank represents that there is or will be in
effect one or more insurance policies of the type which is
commonly. known as "banker's blanket bond", which covers or
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event and which is or are issued by an insurance company or
companies licensed to carryon business of insurance in the
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State of Texas. The Bank agrees that during the term of
this Agreement, the Bank at its own expense will continue to
maintain in effect such insurance policy or policies (or
another policy or policies of the same type) with one or
more such insurance companies in an amount or amounts and
with loss or hazard coverage not less than those stated in
the preceding sentence.
The Authority hereby accepts the Bank's current
blanket bond having the terms and provisions set forth in
the preceding paragraph for lost, stolen or destroyed
certificates and any future substitute blanket bond for
lost, stolen or destroyed certificates that the Bank may
arrange in accordance with the specifications described in
the preceding paragraph, and agrees that the coverage under
any such blanket bond is acceptable to it and meets the
Authority's requirements as to security or indemnity. The
blanket bond utilized for the purpose of lost, stolen or
destroyed certificates by the Bank shall be available for
inspection by the Authority on request.
Section 4.07. Transaction Information to the
Authority.
The Bank will, within a reasonable time after
receipt of written request from the Authority, furnish the
Authority with information as to interest and principal
payments it has made with respect to the Bonds, Bonds it has
delivered upon the transfer or exchange of any Bonds pur-
suant to Section 4.01 hereof and Bonds it has delivered in
exchange for or in lieu of mutilated, destroyed, lost or
stolen Bonds pursuant to Section 4.06 hereof.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set
forth herein and agrees to use reasonable care in the
performance thereof..
Section 5.02. Reliance on Documents, Etc.
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certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, note,
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security or other paper or document reasonably believed
by it to be genuine and to have been signed Or presented
by the proper party or parties. The Bank shall not be
bound to make any investigation into the facts or.
matters stated in a resolution, certificate, statement,
instrument, opinion, report, notice, request, direction,
consent, 'order, bond, note, security or other paper or
document supplied by the President of the Board of
Directors or the General Manaqer of the Authority.
(b) The Bank may consult with counsel, and the
written advice of such counselor any opinion of COun-
sel shall be full and complete authorization and
protection ~ith respect to any action taken, suffered
or omitted by it hereunder in good faith and in reli-
ance thereon.
(c) The Bank may exercise any of the powers
hereunder and perform any duties hereunder either
directly or by or through agents or attorneys of the
Bank.
Section 5.03. Recitals of the Authority.
The recitals contained herein and in the Bond
certificates, except the certificate of authentication of
the Bonds, shall be taken as the statements of the Authority,
and the Bank assumes no responsibility for their correctness.
Section 5.04. May Hold Bonds.
The Bank, in its individual or any other capacity,
may become the O~ner or pledgee of Bonds and may otherwise
deal with the Authority with the same rights it would have
if it were not acting as the Paying Agent/Registrar Or in
any other capacity hereunder.
Section 5.05. Moneys Held by Bank.
Money deposited by the Authority with the Bank for
payment of the principal (or redemption price) of, Or inter-
est on, any Bonds shall be' segregated from other funds of
the Bank and the Authority and shall be held in trust for
the benefit of the registered owners of the Bonds. All
money deposited with the Bank hereunder shall.be secured in
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'. ~;.. .' ~ , '. . s~c:uri t"y or 'fu'ni:n;;' of' the 'Au'th'ori ty. . The' Bank' s'hall be under . . . .' .
no liability for interest on any funds received by it
hereunder unless an Authority official directs the
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investment Of such funds, in which case such funds shall be
so invested and any interest earned thereon shall be paid or
credited to the Authority, unless otherwise agreed with the..
Authority.
Section 5.06. Limit on Liability~
The Bank shall not be responsible or accountable
to the Authority, either by reason of its authentication of
any Bonds or for any other reason whatsoever, with respect
to the validity of this Agreement or of the Bonds, for any
act done or omitted by it in good faith, except for its own
willful misconduct or failure to exercise reasonable care in
the performance of any duty arising under this Agreement.
Section 5.07. Resignation and Removal.
The Bank may resign from its duties hereunder at
any time by giving not less than 30 days' written notice
thereof to the Authority.
The Bank may be removed from its duties hereunder
at any time, with or without cause, by an order or resolu-
tion adopted by the Board of Directors of the Authority
designating a successor upon not less than 30 days' notice;
provided, however, no such removal shall become effective
until such successor shall have accepted the duties of the
Bank hereunder oy an instrument.
Upon the effective date of such resignation or
removal (or any earlier date designated by the Authority in
case of resignation), the Bank shall, upon payment of all
its fees, charges and expenses then due, transfer and
deliver to or upon the order of the Authority the Bond
Register and all other funds, records, Bonds and Bond
certificates held by it under this Agreement.
If the Bank shall resign or be removed, the
Authority shall by order or resolution of its Board of
Directors promptly appoint and engage a successor to fulfill
the obligations of the Bank hereunder, which appointment
shall be effective as of the effective date of the accep-
tance of such duties by such Successor. The Authority (or
such successor on behalf of the Authority) shall immediately
give notice of such substitution hereunder to the registered
,,~: ,-., ..\. "".' ;~, i;..... ~.n.fl.~ 4.;, '~'~" ~.JJ;'. ~~.9,~$.. ..t.;t;u~,n..&9\l ~'f:~~nq i~g. ,.~~.J}"C;: J..~4 iJ1..Q:,:.t9~'~..I\~~' q~~')....~. .:.', .. '. ';;:.'-1 t :.:.....';
. '. ::".' .' such "successor ana the 'add'res~ 'of i1:9 principal'office. . " ',. ." . ,
039DESAM/024COl
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Section 5.08. Merger, Conversion, Consolidation Or
Succession.
Any corporation into which the Bank may be merged
or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consoli-
dation to which the Bank shall be a party, or any corpora-
tion succeeding to all or substantially all of ~he corporate
trust business of the Bank shall be the Successor of the
Bank hereunder without the execution or filing of any paper
or" any further act on the part of ei~her of" the parties
hereto. In case any Bondes) shall have been authenticated,
but not delivered, by the Bank then acting hereunder, any
such successor by merger, conversion or consolidation to
such authenticating Bank may adopt such authentication and
deliver the Bondes) so authenticated with the same effect as
if such successor Bank had authenticated such BondCs).
ARTICLE SIX
M!SCELLANEOUS 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. Assiqnmen~.
This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03. Notices.
Any request, demand, authorization, direction,
notice, consent, waiver or other document provided or per-
mitted hereby to be given or furnished" to the Authority or
the Bank shall be mailed or delivered to the Authority or
the Bank; respectively, at the addresses shown on the
signature page hereof unless changed by written notice to
each other.
Section 6.04. Effect of Headinqs.
The Article and Section headings contained in this
: ."~t-~-:':;r.~i' ;~t'''1~;~.e.~r.'.e~:. ~~~.,:.fQr.:.s:.q~~~P.;j&.'ll~'.~"~Y.:,"~d,,',sb;ll:~: ~~t~ :a.f ~\t~. ~~._;~',i;~i..~'" :1 ~>. ~;t...!::...: I.
' . construction hereof." "
039DESAM/024C01
-11-
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Section 6.05. Successors and Assi9ns.
All covenants and agreements h~rein by the Author-,
ity and the Bank shall bind their respective successors and
assigns, whether so expressed or not.
Section 6.06. Benefits of Agreement.
Nothing herein, express or implied, shall give to
any person, other than the parties hereto and their succes-
sors hereunder, any benefit or any legal or equitable right,
remedy or claim hereunder.
Section 6.07. Separabilit~.
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 6.08. Entire 'Agreement.
This Agreement and the Bond Resolution constitute
the entire agreement between the parties hereto relative to
the Bank's acting as Paying Agent/Registrar, and if any
conflict exists between this Agreement and the Bond Resolu-
tion, the Bond Resolution 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' (i) will terminate on the date of
final payment of the principal of, and interest on, the
Bonds to the owners thereof or (il) may be earlier terminat-
ed 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 Authority and such
appointment has been accepted and (b) notice has been given
of the appointment of a SUCCOSsor Paying Agent/Registrar to
.:1;,' ,'.~.~:, ','~:, ~:...,,' ~.~~ ',.he f04wnera:: ~" ..t'he.:..B~,nd'.:.."':"; ~u~~J:e....,;~the;' :.8aiJ~ ~a.nd.. ,th$.:': ':~;: it.;"",. ~:.,.~~., ~~ :':' "
' '. . ',' Au'th.or.1.t'y mutually agree 'that' the effect'ive date 'of. an ear"fy . .' .
termination of this Agreement shall not occur at any time
039DESAM/024COl
-12-
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.
e
which would ~isrupt, delay or otherwise adversely affect the
payment of th&Sonds.
Upon an early termination of this Agreement, the
Bank agrees promptly to transfer and deliver t.he Bond Regis-
ter (or a copy thereof), together with other pertinent books
and records rela~ing to the Bonds, to the successor Paying
Agent/Registrar desisnated and appointed by the Authority.
The provisions of Section 1.02 and Article Five
shall survive ana remain in full force and effect following
the termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance
with and governed by the laws of the State of Texas.
. . .... '. ...... . . .1'. . . '. . '"..." '.'.,. ... . '., .., .t... '.... I'
~;.~;,t~.'.; ...~....'. :.i.:..".:,"\,. !.....,.t~~....,...... ...~'4, ~..\..&,~ ~< ~~;..~., ........~.;.:-.~ ~....,,;t;' ..... \t..~..,...~ ..:.'!'....'<....,.)~.~..":'::.. '~IlI~ 0'" t .~, ,.". . ....~~ 4 ,:-;"',~.~~ '- ..., "'.......;,..'"..~.. '...,. .~:.
. .... . I ,..,. .. r. ".. . . '. . ".
039DESAM/024C01
-13-
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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year firs,t above
written.
LA PORTE AREA WATER AUTHORITY
BY
President, Board of Directors
(SEAL]
Attest:
Secretary, Board of
Directors
Address: P. O. Box 1115
La Porte, Texas 77571
Attention: . General Manager
FIRST CITY NATIONAL BANK OF 'HOUSTON
[SEAL)
BY
Title:
Attest:
Title:
Address: 1301 Fannin, 21st Floor
Houston, T&xas 77001
'.
.~4 .:':,.. '~":II'" ...';.. :.. _ .;...~ ~.,,1'.:"'~'" .~,I.~.:...~ ~!..".'C"Uf .:,'.,..'t.~ :....fJ . ",.. i "'0 '.. "~A ::".~ t.~~:. ,..~
':'.. II~; I' o.':,'.~. ~.). :'~';.. . ~ ~.....:......;.{t.!\-=- -r....~ 0' .... : ,,,.,. '"-', ..4.: ,"'I~." . ',ft.'!: ::00 '....
. . .
. '.
039DESAM/024COl
-14-
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.irSl Cicy Naliunal Bank of Hml510n
. 'frusr Division
-
P.O. BOJl 809
Hou5ron. Tx 77001
(713) 658,7127
~IRsrcl1Y.
PAYING AGENr/RFX;ISTRAR SER'v'I~
501EDt1LE OF FEES
ta'"t.a..'TIVE June 1, 1984
Initial Acceptance
*Per Issue Accepted:
$1500.00
This charge O)vers carplete study arxl consideration of all
usual documents authorizing and supporting the issuance of
bonds, the acceptance of the account and authentication of
the bonds.
Annual Administration
First $S million principal amount, per million:
Next $5 million principal amount, per million:
EKcess above $10 million principal iIIOOUnt, per million:
Minimum Charge.:
$ 75.00
$ 50.00
$ 25.00
$1500.00
This charge cover nonnal administrative services performed.
It: is charged on a semi-annual, pro rata basis calculated
on the principal aroount outstanding at the beginning of each
such semi -annual period.
Ba1dholder Account Maintenance
Per AccOunt Mainta.1raed:
$
5.00
'l'his charge includes maintaininq of addresses of holders,
placenent and raooval to stops, posti1'19 of all certificates
issued and cancelled, furnishing of daily transfer reports
arxI the issuance of semi-annual interest checks.
RuUcipal Bond Transfer and Reqistrar
Charge per original issuarx:e and registration
Charge per transfer and reqistration
$
$
1.50
1.50
';..:.;:~ ;,.......;.. :.......: ~\ ".. :~:.~...;: '.'f.'t.:.~H:\..':..'."'~';. ..I.;.,...,.'.:....~,,,.t. .,~\..:.""~::,...:.6"..f ........~6. .. (... '.:.. ..... .,. ,..";'u;": ,.....;., .. ..,~ .'''.'':-c.., "...'.'
*Payable at closing.
,'r, I.'~::" )...' : .':',..... . .,.,:.
M~mber Pirst City BanQ)rporation 01 Texu. !nc.
rr..w rrll
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, .'
.
.
Retir~ont of Bonds
For .retirement at maturity, or by call as a whole:
First 100 bonds (each):
Next 400 bonds (each):
Excess OVer 500 bonds (each):
For retirement by partial. call, tender offer or by purchase:
First 100 bonds (each):
Next 400 bonds (each):
!::)ceess over 500 bonds (each):
Miscellaneous SeI'\Tices
Bondholder list preparation, per account:
Bondholder mailing, per account:
Mi.ninn.rn charge:
Extraordinary services
Charges fox perfOnning any service not: specifically
covered in this schedule will be dete1J1li.ned by an appraisal
of the sez:vices rendered. Closing ,costs are not: included.
Addit:ional .Ch~s
The fees sham in this schedule are intended to be rnini.mum
fees and aCCOrdingly, are subject to include if the
circumstances attending a particular issue or account so
warrant. Furthernore, they do not include counsel fees or
any other expenses or disbursements. All out-of-pocket
expenses such as stationery, binders., checks, forms,
printi.nq, aJX3 envelopes will be added, at cost, to the
regular fee for services. Postage, reqistered mail and
insurance charges will be bille:3 in addition to all other
fees and charges. Private Placement fees are subject to
negotiation.
Sillinq .
k'camts are billed on a Semi-annual basis. hrounts
billed are. considered due on receipt and a late charge of
2' over the floating base interest rate of First City
National Sank ot HaJ8ton may be assessed for bills not
paid with.1n thirty (30) days.
'nat.
Rates qtX)ted are qcxx1 for one year fran inception of
acccunt, am are subject to review and change thereafter
in. \ll/hole.or.in 'part at the. initiation of either party as
c:irculMtanc:es dictate.
-2-
S
$
$
1.50
1.00
.50
$
$
$
2.00
1.50
1.00
$ .04
$ .05
$ 50.00