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HomeMy WebLinkAboutO-1989-1652 .. . .ERTIFICATE FOR ORDINANCE. ' We, the undersigned being the duly acting Mayor and City Secretary of the City of La Porte, Texas (the "city"), hereby certify as follows: , .' 1. The City Council of the City (the "Council") convened in regular session, open to the public, on July 5, 1989, at the meeting place designated in the notice (the "Meeting"), and the roll was called of the members, to wit: Norman Malone, Mayor, and the following City Councilmembers: Deotis Gay, B. Don Skelton, Ed Matuszak, Betty Waters, Michael Shipp, Edward G. Clarke, Michael Cooper, and Bob MCLaUghlin.vO~All ~embers of the Council were present, except b? ~~~L"'j , thus constitu ng a quorum. Whereupon among other business, the fallowing was transacted at the Meeting a written ordinance, entitled: ORDINANCE AUTHORIZING THE ISSUANCE OF $4,550,000 CITY OF LA PORTE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1989; EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT; AND ALL OTHER MATTERS RELATED THERETO, INCLUDING IMMEDIATE EFFECTIVENESS (the "Ordinance") was duly introduced for the consideration of the Counc~~and read in full. It was then duly ~pve~ by Councilmember ~ and seconded by Councilmember ~ that the Ordinance be finally passed and adopted and become immediately effective; and, after due discus- sion, such motion, carrying with it the adoption of the Ordinance prevailed and carried by the following vote: YES: i NOES: o ABSTENTIONS: 0 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, purpose of the Meeting was given, all as required by Article 6252-17, Vernon's Texas civil Statutes, as amended. 3. Cherie Black is the duly appointed and acting City Secretary of the city. ,c;L City of La Porte i HI /fJt (.:f1.-<~ ~ M~(; i ~ f a orte, Texas SIGNED AND SEALED THIS .a ~ (CITY SEAL) ., ' .} . . , LAPORTE2 DRAFT 6/29/89 ORDINANCE NO. /,~~ ORDINANCE AUTHORIZING THE ISSUANCE OF $4,550,000 CITY OF LA PORTE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1989; EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT; AND ALL OTHER MATTERS RELATED THERETO, INCLUDING IMMEDIATE EFFECTIVENESS WHEREAS, at an election duly called and held in the City of La Porte, Texas (the "City") on June 15, 1985 (the "Election"), more than a majority of the duly qualified resident electors of the City who participated in the election voted in favor of, among other things, the issuance of tax supported bonds for various purposes, including those described below; and WHEREAS, the City has heretofore issued "City of La Porte, Texas General Obligation Bonds, Series 1985" in the original aggregate principal amount of $5,000,000 as the first installment of bonds authorized at the Election for various purposes; including those described below; and WHEREAS, the City Council of the City deems it necessary and desirable to proceed with the issuance of another installment of bonds authorized at the Election in the aggregate principal amount of $4,550,000, leaving certain of said bonds to be issued in one or more installments at a later date or dates all as described in the following table: Purpose Authorized Previously Amount Issued This Remaining Issue Authorization Constructing improve- $2,500,000 $1,000,000 $1,000,000 $500,000 ments to the streets in the City, including necessary drainage in connection therewith Acquiring and improv- ing a sanitary land- fill, including the purchase of necessary sites therefor $4,000,000 -0- $2,500,000 $1,500,000 Constructing or pur- $1,500,000 $450,000 $1,050,000 -0- chasing a public build- ing, namely a fire department training facility and related improvements, includ- ing the purchase of a site therefor , . , . . THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE, TEXAS, THAT; section 1. BONDS AUTHORIZED. The preamble to this Ordinance is hereby made a part hereof and pursuant to Article 701 et. seq., Vernon's Texas civil Statutes, as amended, and other applicable law, the City's bonds to be designated as the "City of La Porte, Texas, General Obligation Bonds, Series 1989" for the following purposes: $1,000,000 for constructing improvements to the streets in the ci ty , including necessary drainage in connection therewith; $2,500,000 for improving sanitary landfill, including the purchase of the necessary sites therefor; and $1,050,000 for constructing or purchasing a public building, namely a fire department training facility and related improvements, including the purchase of a site therefor. section 2. DATES AND MATURITIES. The Bonds shall be dated July 15, 1989, shall be in the denomination of $5,000 or any integral multiple thereof, shall be numbered consecutively from R-1 upward, and shall mature on the maturity date, in each of the years, and in the amounts , respectively, as set forth in the following schedule: MATURITY DATE: FEBRUARY 15 YEAR AMOUNTS YEAR AMOUNTS 1991 $225,000 2001 $225,000 1992 225,000 2002 225,000 1993 225,000 2003 225,000 1994 225,000 2004 225,000 1995 225,000 2005 225,000 1996 225,000 2006 225,000 1997 2;:5,000 2007 225,000 1998 225,000 2008 225,000 1999 225,000 2009 250,000 2000 225,000 2010 250,000 section 3. RIGHT OF PRIOR REDEMPTION. The City reserves the right to redeem the Bonds maturing on or after February 15, 2001, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2000, or any date thereafter, at the par value thereof plus accrued interest to the date fixed for redemption. If less than all of the Bonds are to be redeemed by the City, the City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call Bonds, or portions thereof, within such maturity or maturities and in such principal amounts, for redemption. At least 30 days prior to the date any such Bonds are to be redeemed, (i) a written notice of redemption shall be given to the registered owner of each Bond or a portion thereof being 2 ~ .. . e called for redemption by depositing such notice in the united states mail, postage prepaid, addressed to each such registered owner at his address shown on the registration books of the Paying Agent/Registrar (hereinafter defined) and (ii) a notice of such redemption shall be published one time in a financial' journal or publication of general circulation in the united states of America carrying as a regular feature notices of municipal bonds called for redemption: provided, however, that the failure to send, mail, or receive such notice described in (i) above, 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, and the publication of notice as described in (ii) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Bonds. By the date fixed for any such re- demption due provision shall be made by the City with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or the portions thereof which are 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, the Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to their scheduled maturities, and shall not bear interest after the date fixed for their 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 the Bonds or any portion thereof. 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 unreserved 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 this Ordinance. section 4. INTEREST. The Bonds scheduled to mature during the years, respectively, set forth below shall bear interest at the following rates per annum: 3 . e maturities 1991, % maturities 2001, % maturities 1992, % maturities 2002, % maturities 1993, % maturities 2003, % maturities 1994, % maturities 2004, % maturities 1995, % maturities 2005, % maturities 1996, % maturities 2006, % maturities 1997, % maturities 2007, % maturities 1998, % maturities 2008, % maturities 1999, % maturities 2009, % maturities 2000, % maturities 2010, % payable February 15, 1990, and semiannually thereafter on August 15 and February 15. Said interest shall be payable to the registered owner of any such Bond in the manner provided in the FORM OF BONDS set forth in this Ordinance. section 5. PAYING AGENT/REGISTRAR. (a) The city shall keep or cause to be kept at the principal corporate trust office of the Paying Agent/Registrar herein named, or such other bank, trust company, financial institution, or other entity duly qualified and legally authorized to serve and perform duties of and services of Paying Agent/Registrar, named in accordance with the provisions of (g) of this Section hereof (the "Paying Agent/- Registrar"), books or records of the registration and transfer 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 transfers and registrations under such reasonable regulations as the City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration Books the address of such registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided. The City or its designee 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. Registration of each Bond may be transferred in the Registration Books only upon presentation and surrender of such bond to the paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of the bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or assignees to have the bond or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided. 4 e e (b) The entity in whose name any Bond shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such bond shall be overdue, and the city and the Paying Agent/Registrar shall not be affected by any notice to the contrary unless otherwise required by law; and payment of, or on account of, the principal of, premium, if any, and interest on any such bond shall be made only to such registered owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid. (c) 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, and to act as its agent to exchange or replace 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, and of all exchanges of such bonds, and all r~placements of such bonds, as provided in this Ordinance. (d) Each Bond may be exchanged for fully registered bonds in the manner set forth herein. Each bond issued and delivered pursuant to this Ordinance, to the extent of the unpaid or unredeemed principal balance or principal amount thereof, may, upon surrender of such bond at the principal corporate trust office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF BONDS set forth in this Ordinance, in the denomination of $5,000, or any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal amount of any bond or bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be. If a portion of any Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral multiple of $5,000 at the 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 surrender thereof for cancellation. If any Bond or portion thereof is assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the bond for which it is being exchanged. Each substitute bond shall bear a letter and/or number to distinguish it from 5 e e . each other bond. The Paying Agent/Registrar shall exchange or replace Bonds as provided herein, and each fully registered bond delivered in exchange for or replacement of any bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Bonds for all purposes of this Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any bond delivered in exchange for or replacement of another bond prior to the first scheduled interest payment date on the Bonds (as stated on the face thereof) shall be dated the same date as such bond, but each substitute bond so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute bond is delivered, unless such bond is delivered on an interest payment date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then such bond shall be dated as of the date to which such interest has been paid in full. On each substitute bond issued in exchange for or replacement of any bond or bon~s issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth. An authorized representative of the paying Agent/Registrar shall, before the delivery of any such bond, date such by dating the Authentication certificate in the ,manner set forth above, and manually sign such 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 Bonds surrendered for exchange or replacement. No additional ordinances, orders, or resolutions need be passed or adopted by the city Councilor any other body or person so as to accomplish the foregoing exchange or replacement 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 1 i thographed or steel engraved borders of customary weight and strength pursuant to Article 717k-6, V.A.T.C.S, and particularly section 6 thereof, the duty of such exchange or replacement of bonds as aforesaid is hereby imposed upon the Paying Agent/Regis- trar, and upon the execution of the aforementioned Paying Agent/Registrar's Authentication Certificate, the exchanged or replaced Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrar shall be required (1) to issue, transfer, or exchange any Bond subject to redemption during a period beginning at the opening of business 15 days before the day of the first mailing of a notice of redemption of Bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Bond after it is selected for redemption, in whole or in part when such redemption is scheduled to occur within 30 calendar days; 6 , . e e provided, however, that such limitation shall not be applicable to an exchange by the owner of the uncalled principal balance of a Bond. (e) All Bonds issued in exchange or replacement of any other Bond or portion thereof, (i) shall be issued in fully registered form, 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 and sealed, and (vii) the principal of and interest on the Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF BONDS set forth in this Ordinance. (f) The City shall pay all of the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers, conversions, and exchanges of the Bonds in accordance with an agreement between the City and the Paying Agent/Registrar, but the registered owner of any Bond requesting such transfer shall pay any taxes or other governmental charges required to be paid wi th respect thereto. In addition, the City hereby covenants with the registered owners of the Bonds that it will pay the reasonable and standard or customary fees and charges of the Paying Agent/ Registrar for its services with respect to the payment of the principal of and interest on the Bonds, when due. (g) 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 national or state banking institution, which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, and subject to supervision or examination by federal or state authorities, or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent/Registrar, to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. In the event that the entity at any time acting as Paying Agent/Registrar (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 entity whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the city. 7 e e Upon any change in the Paying Agent/Registrar, 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, 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 Agent/Registrar. Section 6. FORMS. The form of the Bonds, including the form of paying Agent/Registrar's Certificate, the form of Assignment, and the form of the Comptroller's Registration certificate to accompany the Bonds on the initial delivery thereof, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance: FORM OF BONDS: NO. $ United States of America State of Texas CITY OF LA PORTE, TEXAS, GENERAL OBLIGATION BOND, SERIES 1989 INTEREST RATE % ORIGINAL ISSUE DATE July 15, 1989 CUSIP MATURITY DATE ON THE MATURITY DATE, SPECIFIED ABOVE, THE CITY OF LA PORTE, TEXAS (the "City"), hereby promises to pay to , or the registered assignee hereof (either being hereinafter called the "registered owner") the principal amount of and to pay interest thereon, from the original issue date of this Bond, specified above, to the date of its scheduled maturity or the date of its redemption prior to scheduled maturity, at the rate of interest per annum, specified above, with said interest being payable on February 15, 1990, and semiannually on each August 15 and February 15 thereafter. THE TERMS AND PROVISIONS of this Bond are continued on the reverse side hereof and shall for all purposes have the same effect as though fully set forth at this place. 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 8 e e prior to maturity, at the principal corporate trust office of FIRST CITY, TEXAS - HOUSTON, N.A., HOUSTON, TEXAS, 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 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 hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by united States mail, postage prepaid, on each such interest 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 the interest payable on any interest payment date means the last business day of the month next preceding a scheduled interest payment. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the special Record Date and of the scheduled payment date of the past due interest (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 each registered owner of a Bond 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 of this Bond that no later than each principal 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 Bonds, when due, in the manner set forth in the ordinance authorizing the issuance of the bonds adopted by the City Council of the City on July 5, 1989 (the "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 Paying Agent/Registrar is located are authorized by law or executive order to close, 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; and payment on such date shall have the same force and effect as if made on the original date payment was due. *THIS BOND is one of a Series of bonds of like tenor and effect except as to denomination, number, maturity, interest rate and right of prior redemption, issued in the aggregate principal amount of $4,550,000 for the following purposes: $1,000,000 for constructing improvements to the streets in the City, including 9 e e necessary drainage in connection therewith; $2,500,000 for improving sanitary landfill, including the purchase of the necessary sites therefor; and $1,050,000 for constructing or purchasing a public building, namely a fire department training facility and related improvements, including the purchase of a site therefor. *THE BONDS of this series scheduled to mature on and after February 15, 2001 may be redeemed prior to their scheduled maturities, in whole, or in part in principal amounts of $5,000 or any integral multiple thereof, at the option of the City, on February 15, 2000, or on any interest payment date thereafter, for the principal amount thereof plus accrued interest to the date fixed for redemption. *AT LEAST 30 days prior to the date fixed for any such redemption, (i) a written notice of such redemption shall be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the Uni ted States Mail, postage prepaid, addressed to each such registered owner at his address shown on the Registration Books of the Paying Agent/Registrar and (ii) a notice of such redemption shall be published one time in a financial journal or publication of general circulation in the united States of America carrying as a regular feature notices of municipal bonds called for redemption; provided, however, that the failure to send, mail or receive such notice described in (i) above, 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, and the publication of notice as described in (ii) above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Bonds. 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 aggregate principal amount equal to the unredeemed portion thereof, will be issued to 10 . . e e the registered owner upon the surrender thereof for cancellation, at the expense of the City, all as provided in the 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 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 maturity date, and bearing interest at the same rate, in any 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 Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the 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 transferred and registered. The form 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 Ci ty shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for transferring, converting and exchanging any Bond or portion thereof; provided, however, that any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such transfer, conversion and exchange. In any circumstance, neither the City nor the Paying Agent/ Registrar shall be required (1) to make any transfer or exchange during a period beginning at the opening of business 15 days before the day of the first mailing of a notice of redemption of bonds and ending at the close of business on the day of such mailing, or (2) to transfer or exchange any Bonds so selected for redemption when such redemption is scheduled to occur within 30 calendar days; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. *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 Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, 11 . . e e and promptly will 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 terms and provisions of the Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the official minutes and records of the City, and agrees that the terms and provisions of this Bond and th~ Ordinance constitute a contract between each registered owner hereof and the city. *THE BONDS ARE PAYABLE FROM the proceeds of an ad valorem tax levied upon all taxable property within the City within the limitations prescribed by law. Reference is hereby made to the Ordinance for a description- of the covenants by which the Bonds are secured, the respective rights thereunder of the registered owners of the Bonds and the City, and the terms upon which the Bonds are, and are to be, authenticated and delivered. IT IS HEREBY certified and covenanted that this Bond has been duly and validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond have been performed, existed, and been done in accordance with law; and that the issuance of this Bond does not exceed any constitutional or statutory limitation. IN TESTIMONY WHEREOF, the City Council has caused the seal of the City to be duly impressed or placed in facsimile hereon, and this Bond to be signed with the imprinted facsimile signature of the Mayor and countersigned by the facsimile signature of the City Secretary. COUNTERSIGNED: xxxxxxxx City Secretary, city of La Porte xxxxxxxx Mayor, City of La Porte (CITY SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the Ordinance described on the face of this Bond; and that this Bond has been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of 12 , ' e e the state of Texas and registered by the Comptroller of Public Accounts of the state of Texas. Dated FIRST CITY, TEXAS - HOUSTON, N.A., HOUSTON, TEXAS Paying Agent/Registrar By Authorized Representative FORM OF STATEMENT OF INSURANCE *STATEMENT OF INSURANCE [TO COME] FORM OF ASSIGNMENT: *ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto Please insert Social security or Taxpayer Identification Number of Transferee / / (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: 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 enlarge- ment or any' change whatsoever. NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company 13 , . e e **(FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER REGISTER NO. STATE OF TEXAS . . 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 ( SEAL) XXXXXXX Comptroller of Public Accounts of the State of Texas NOTE TO PRINTER: *!s to be on reverse side of bond **!s not to be on bond section 7. DEFINITIONS. As used in this Ordinance, the following terms shall have the meanings set forth below, unless the text hereof specifically indicates otherwise: (a) The terms "Bond" or "Bonds" shall mean one or more, as the case may be, of the Bonds authorized to be issued by this Ordinance. (b) The terms "City" and "Issuer" shall mean the city of La Porte, Texas, or where appropriate the City Council thereof. (c) The term "City Council" shall mean the governing body of the city. (d) The term "Interest and sinking Fund" means the fund provided for in section 9 hereof. (e) The term "Year" or "fiscal year" shall mean the regular fiscal year used by the City in connection with the operation of the System, which may be any 12 consecutive months period established by the City. section 8. PLEDGE AND LEVY OF TAXES. While the Bonds are any part of the principal thereof or the interest thereon remain outstanding and unpaid, there is hereby levied and there shall be annually assessed and collected in due time, form, and manner and at the same time other city taxes are. assessed, levied, and collected, in each year beginning with the current year, a continuing direct annual ad valorem tax upon all taxable property in the city sufficient to pay the current interest thereon and to create a sinking fund of not less than two percent of the principal amount of the Bonds then outstanding or of not less 14 e e than the amount required to pay the principal payable out of said tax, whichever is greater, full allowance being made for delinquencies and costs of collection, and said taxes, when collected shall be applied to the principal of and interest on the Bonds and for no other purpose. section 9. INTEREST AND SINKING FUND. For the purpose of paying the principal of and interest on the Bonds, as the same come due, there is hereby created and established on the books of the City a separate fund entitled the "City of La Porte, Texas, General Obligation Bonds, Series 1989 Interest and sinking Fund" (the "Interest and sinking Fund"), and all taxes levied and collected pursuant to section 8 hereof shall be deposited as collected into the Interest and sinking Fund. section 10. INVESTMENTS AND SECURITY. The City Council may place money in any fund created by this Ordinance in time or demand deposits or invest such money as authorized by law at the time of such deposit: provided, however, that the City hereby covenants that the proceeds of the sale of the Bonds will be used as soon as practicable for the purposes for which the Bonds are issued. obligations purchased as an investment of money in a fund shall be deemed to be a part of such fund. Except as otherwise provided by law and Section 17 hereof, amounts received from the investment of any money in any fund created by this Ordinance may be placed into any fund of the City as determined by the city Council. All funds created by this Ordinance shall be secured in the manner and to the fullest extent required by law for the security of funds of the city. Section 11. DESIGNATION AS QUALIFIED TAX-EXEMPT BONDS. The City hereby designates the Bonds as "qualified tax-exempt bonds" as defined in section 265(b) (3) of the Internal Revenue Code of 1986, as amended (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 bonds, which when aggregated with the Bonds, will result in more than $10,000,000 of "qualified tax-exempt bonds" being issued:' (b) the city reasonably anticipates that the amount of tax-exempt obligations issued during the calendar year in which the Bonds are issued by the city (or any subordinate entities) will not exceed $10,000,000: and (c) the city will take such action or refrain from such action as necessary in order that the Bonds will not be con- sidered "private activity bonds" within the meaning of section 141 of the Code. section 12. AMENDMENT OF ORDINANCE. (a) The holders of the Bonds aggregating in principal amount 51% of the aggregate principal amount of then outstanding Bonds shall have the right from time to time to approve any amendment to this Ordinance which may be deemed necessary or desirable by ~he city; provided, however, that without the consent of the holders of all of the 15 e e Bonds at the time outstanding, nothing herein contained shall permit or be construed to permit the amendment of the terms and conditions in this Ordinance or in the Bonds so as to: (1) Make any change in the maturity of the outstanding Bonds; (2) Reduce the rate of interest borne by any of the outstanding Bonds; (3) Reduce the amount of the principal payable on the outstanding Bonds; (4) Modify the terms of payment of principal of or interest on the outstanding Bonds or impose any conditions with respect to such payment; (5) Affect the rights of the holders of less than all of the Bonds then outstanding; (6) Change the minimum percentage of the principal amount of Bonds necessary for consent to such amendment. (b) If at any time the City shall desire to amend the Ordinance under this Section, the City shall cause notice of the proposed amendment to be published in a financial newspaper or journal published in The City of New York, New York, once during each calendar week for at least two successive calendar weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the principal office of the Paying Agent/Registrar for inspection by all holders of Bonds. Such publication is not required, however, if notice in writing is given to each holder of the Bonds. (c) Whenever at any time not less than 30 days, and within one year, from the date of the first publication of said notice or other service of written notice the City shall receive an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of all Bonds then outstanding, which instrument or instruments shall refer to the proposed amendment described in said notice and which specifically consent to and approve such amendment in substantially the form of the copy thereof on file with the Paying Agent/Registrar, the City Council may pass the amendatory ordinance in substantially the same form. (d) Upon the passage of any amendatory ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance, and the respective rights, duties and obligations under this Ordinance of the City and all the holders of then outstanding Bonds shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such amendments. 16 e e (e) Any consent given by the holder of a Parity Bond pursuant to the provisions of this section shall be irrevocable for a period of six months from the date of the first publication of the notice provided for in this section, and shall be conclusive and binding upon all future holders of the same Parity Bond during such period. Such consent may be revoked at any time after six-months from the date of the first publication of such notice by the holder who gave such consent, or by a successor in title, by filing notice thereof with the Paying Agent and the city, but such revocation shall not be effective if the holders of 51% in aggregate principal amount of the then outstanding Bonds as in this section defined have, prior to the attempted revocation, consented to and approve the amendment. (f) For the purpose of this section the fact of the holding of Bonds issued in registered form without coupons and the amounts and numbers of such Bonds and the date of their holding same shall be proved by the Registration Books of the Paying Agent/Registrar. For purposes of this Section, the holder of a Parity Bond shall be the owner thereof as shown on such Registration Books. The City may conclusively assume that such ownership continues until written notice .to the contrary is served upon the city. (g) The foregoing prov1s1ons of this Section notwith- standing, the City by action of the City Council may amend this Ordinance for anyone or more of the following purposes: (1) To add to the covenants and agreements of the City in this Ordinance contained, other covenants and agreements thereafter to be observed, grant additional rights or remedies to bondholders, or to surrender, restrict, or limit any right or power herein reserved to or conferred upon the city; (2) To make such provisions for the purpose of curing any ambiguity, or curing, correcting, or supplementing any defective provision contained in this Ordinance, or in regard to clarifying matters or questions arising under this Ordinance, as are necessary or desirable and not contrary to or inconsistent with this Ordinance and which shall not adversely affect the interests of the holders of the Bonds: (3) To modify any of the provisions of this Ordinance in any other respect whatever, provided that (i) such modification shall be, and be expressed to be, effective only after all Bonds outstanding at the date of the adoption of such modification shall cease to be outstanding, and (ii) such modification shall be specifically referred to in the text of all Additional Bonds issued after the date of the adoption of such modification. section 13. DAMAGED, MUTILATED, LOST, STOLEN OR DESTROYED BONDS. (a) In the event any outstanding Bond is damaged, 17 . . . . e e 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) Application for replacement of damaged, mutilated,' lost, stolen, or destroyed Bonds shall be made to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the applicant 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 harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the applicant shall furnish to the City and to the Paying Agent/Registrar evidence to their 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 applicant shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) 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, if any, or interest on the Bond, the City may authorize the payment of the same (without surrender thereof expect 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) Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the 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) In accordance with section 6 of Article 717k-6, V.A.T.C.S., 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 Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in section 5 (d) of this Ordinance for Bonds issued in exchange for other Bonds. Section 14. DEFEASANCE OF THE BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired, and no 18 .' . . longer outstanding (a "Defeased Bonds") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this section 14, 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 terms 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 (1) lawful money of the united states of America sufficient to make such payment or (2) 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, and which may be book entry form (herein "Government Obligations") which mature as to principal and interest in such amounts and at such time 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 aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the revenue 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 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) until all Defeased Bonds shall have become due and payable, the paying Agent/Registrar shall perform 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 15. TAX COVENANTS. The city covenants to take any action to assure, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Code, the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the city covenants as follows: 19 . . e e (a) to take any action to assure that no more 'than 10 percent of the proceeds of the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use", as defined in section 141(b) (6) of the Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received by the City, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b) (2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent 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; (c) to take any action to assure that no amount which is greater than the lesser of,$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) 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; (d) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(a) of the Code; (e) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (f) 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 term of the Bonds, other than investment property acquired with -- ( 1) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less until such proceeds are needed for the purpose for which the bonds are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1.103-13(b) (12) of the Treasury Regulations, and 20 . . e . (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds: (g) 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); (h) to pay to the united states of America at least once during each five-year period (beginning on the dat& of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings", within the meaning of section 148(f) of the Code and to pay to the United states of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code; and (i) to maintain such records as will enable the city to fulfill its responsibilities under this section and section 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. It is the understanding of the city that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.s. Department of the 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 exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the 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 exemption from federal income taxation of interest on the Bonds under section 103 of the Code. Section 16. SALE OF BONDS. Publ ic advertisement for the sale of the Bonds and bids to purchase the Bonds having been received pursuant thereto, it is hereby found and declared that the bid submitted by . is the best bid received; and the sale of the Bonds to the named best bidder, at a price equal to the principal amount of the Bonds plus accrued interest thereon from the date thereof to the date of actual delivery, plus a cash premium of $ , subject to the unqualified approving opinion, as to the legality of the Bonds of 21 . . . . the Attorney General of the state of Texas, and the market opinion of McCall, Parkhurst & Horton, bond attorneys, is hereby authorized, ratified, approved, and confirmed. When the Bonds have been approved by the said Attorney General and registered by the Comptroller of Public Accounts of the state of Texas, they shall be delivered to the purchasers upon receipt of the full purchase price. section 17. PROCEEDS OF SALE. The proceeds of the Bonds, except the accrued interest thereon, shall be deposited into a Construction Account to be established by the City for the purposes for which the Bonds are issued, and the accrued interest shall be deposited to the Interest and Sink~ng Fund. It is further provided, however, that any interest earnings on bond proceeds which are required to be rebated to the United States of America pursuant to Section 15 hereof in order to prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Ordinance. section 18. APPROVAL AND REGISTRATION OF BONDS. The Mayor of the City is hereby authorized to have control of the Bonds 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 Registra- tion certificate. The Bonds thus registered shall remain in the custody of the Mayor (or his designee) until delivered to the purchaser thereof. sectiQn 19. FURTHER PROCEDURES. The Mayor, the city Secretary, and all other officers, employees, and agents of the City, and each of them, shall be and they are hereby expressly authorized, empowered, and directed form time to time and at any time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance. The Official Statement, dated June 21, 1989, and other documents used in connection with the sale of the Bonds are hereby approved and the Mayor of the City is hereby directed and authorized to execute on behalf of the city, and the city Secretary is hereby authorized to attest, the Official statement and other sale documents. section 20. PAYING AGENT/REGISTRAR AGREEMENT. The Paying Agent/Registrar Agreement, dated July 15, 1989, between the City and First City, Texas - Houston, N.A., Houston, Texas is hereby approved, and the Mayor is authorized to execute and the city Secretary is authorized to attest same. 22 . . . e .' section 21. SEVERABILITY. The provisions of this Ordinance are severable; and in case anyone or more of the provisions of this Ordinance or the application thereof to any person or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of any such invalid provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby. section 22. MISCELLANEOUS PROVISIONS. A. Titles Not Restrictive. The titles assigned to the various sections of this Ordinance are for convenience only and shall not be considered restrictive of the subject matter of'any section or of any part of this Ordinance. B. Inconsistent Provisions. All 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 city Council hereby declares that this Ordinance would have been enacted without such invalid word, phrase, clause, paragraph, sentence, part, portion, or provisions. D. Governinq Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas. section 22. IMMEDIATE EFFECT. This Ordinance shall take effect immediately upon its adoption. PASSED AND APPROVED this itJ.1 HI /f!1 . ,.'" --- , f!L~ city Secretary, city of La Porte Texas (CITY SEAL) 23