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Home My WebLink AboutO-1991-1754 . . 'ORDINANCE NO. 1754 ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF LA PORTE, TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 1991, AND ALL OTHER MATTERS RELATED THERETO WHEREAS, there are presently outstanding the following obligations of the following series of the City of La Porte (the "Issuer" or the "City"), which are secured by a pledge by the Issuer to levy ad valorem taxes sufficient to pay principal of and interest on- such obligations as they become due: City of La Porte, Texas, General Obligation and' Refunding Bonds, Series 1980, dated as of August 1, 1980, maturing in the years 1994 through 1999, currently outstanding in the aggregate principal amount of $1,575,000, plus accrued interest (the "Refunded Series 1980 Bonds") ; College View Municipal Utility District Waterworks and Sewer System Combination Tax and Revenue Bonds, Series 1984, dated as of February 15, 1984, assumed by the Issuer through annexation of the territory with such district, maturing in the years 1995 through 2004, and currently outstanding in the aggregate principal amount of $1,750,000, plus accrued interest (the "Refunded Assumed Bonds"); and . City of La Porte, Texas, General Obligation Bonds, Series 1985, dated September 15, 1985, maturing in the years 1996 through 2005, currently outstanding in the aggregate principa~ amount of $2,500,000, plus accrued interest, and callable at any time (the "Refunded Series 1985 Bonds"); WHEREAS, the Issuer now desires to advance refund the Refunded Series 1980 Bonds, the Refunded Assumed Bonds, and the Refunded Series 1985 Bonds, currently outstanding in the aggregate principal amount of $5,825,000 (collectively, the "Refunded Obligations"); WHEREAS, Article 717k, Vernon's Texas Civil Statutes, as amended (the "Act"), authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof together with any other available funds or resources, directly with a place of payment (paying agent) for any of the Refunded Obligations, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrange- ments for the discharge and final payment of the Refunded Obligations; WHEREAS, the City Council of the Issuer (the "Council") deems it advisable to refund the Refunded Obligations in order to lower the annual debt service requirements of the Issuer and to restructure the Issuer's debt service in a manner which will permit the issuance of additional general obligation bonds without a tax rate increase or with a smaller increase than would otherwise be required; . e WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20 years of the date of the bonds hereinafter authorized; WHEREAS, it is now deemed necessary and advisable that said bonds be issued at this time, in the amounts, and for the purpose as herein shown; and WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to the Act and the Charter of the Issuer. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE, TEXAS, THAT: SECTION 1. AMOUNT AND PURPOSE OF THE BONDS. The bonds of City of La Porte (the "Issuer") are hereby authorized to be issued and delivered in the aggregate principal amount of $6,430,000, FOR THE PURPOSE OF PROVIDING FUNDS TO REFUND THE ISSUER'S REFUNDED OBLIGATIONS (as described in the preamble hereto). SECTION 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES OF BONDS. Each bond issued pursuant to this Ordinance shall be designated: "CITY OF LA PORTE, TEXAS, GENERAL OBLIGATION REFUNDING BOND, SERIES 1991", and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, dated April 15, 1991, in the respective denominations and principal amounts hereinafter stated, payable to the respective initial registered owners thereof (as designated in Section 11 hereof)', or to the registered assignee or assignees of said bonds or any portion or portions thereof (in each case, the "Registered Owner", "Owner", or "owner"). The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued and delivered pursuant to this Ordinance and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. The Bonds shall be numbered R- 1 upward, shall be in the denomination of $5,000 each or any integral multiple thereof, and shall mature and be payable serially on February 15 in each of the years and in the principal amounts, respectively as set forth in the following schedule: YEARS AMOUNTS YEARS AMOUNTS 1992 $ 90,000 1999 $ 740,000 1993 95,000 2000 450,000 1994 350,000 2001 440,000 1995 520,000 2002 425,000 1996 760,000 2003 415,000 1997 770,000 2004 400,000 1998 755,000 2005 220,000 2 . . SECTION 3. INTEREST. The Bonds scheduled to mature during the years, respectively, set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in this Ordinance to their respective dates of maturity or redemption prior to maturity at the following rates per annum: YEAR OF INTEREST YEAR OF INTEREST MA TURITY RATE MA TURITY RATE 1992 5.00% 1999 6.20% 1993 5.20% 2000 6.30% 1994 5.40% 2001 6.40% 1995 5.60% 2002 6.50% 1996 5.80% 2003 6.50% 1997 6.00% 2004 6.60% 1998 6.05% 2005 6.65% Said interest shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth in this Ordinance. SECTION 4. CHARACTERISTICS OF THE BONDS. (a) Reejstration, Transfer, and Exchane;e j Authentication. The Issuer shall keep or cause to be kept at the principal corporate trust office of First City, Texas - Houston, N.A., Houston, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer and exchange of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of' transfers and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may pre- scribej and the Paying Agent/Registrar shall make such registrations, transfers, and exchanges as herein provided. The Mayor and the City Secretary are authorized to enter into a Paying Agent/Registrar Agreement substantially in the form of Exhibit A, attached hereto. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. To the extent possible and under reasonable circumstances, all transfers of Bonds shall be made within three business days after request and presentation thereof. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, exchange and delivery of a substitute Bond or Bonds shall be paid as provided in the FORM OF BOND set forth in this Ordinance. Registration of assignments, transfers, and exchanges of Bonds shall be made in the manner provided and with the 3 e . effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in (c) below, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's Authentication Certificate, and no such Bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for transfer and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing transfer and exchange of any Bond or portion thereof, and the Paying Agent/ Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Vernon's Ann. Tex. Civ. St. Art. 717k-6, and particularly Section 6 thereof, the duty of transfer and exchange of Bonds as' aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said certificate, the transferred and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. (b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/ Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds. . (c) In General. The Bonds (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, sealed, executed, and authenticated, (vii) shall have the principal of and interest on the Bonds be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Bonds, all as pro- vided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance numbered R-l through R-14 (collectively, the "Initial Bonds") shall be delivered to the initial purchaser and are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in exchange for the Initial Bonds or any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF BOND. 4 e e (d) Substitute Payinlt Altent/Ree;istrar. The Issuer covenants with the registered owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying 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 Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/ Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. SECTION 5. FORM OF BONDS. The form of the Bonds, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment, the form of Statement of Insurance, and the form of Registra- tion Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. 5 . e [FORM OF BOND] [Form of Front Panel of Bond] NO. R- United States of America State of Texas " CITY OF LA PORTE, TEXAS, GENERAL OBLIGATION REFUNDING BOND SERIES 1991" PRINCIPAL AMOUNT INTEREST RATE MATURITY DATE ISSUE DATE April 15, 1991 CUSIP NO. REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE, specified above, THE CITY OF LA PORTE, a home rule city and municipal corporation of the State .of Texas. (the "Issuer"), hereby promises to pay to the Registered Owner, specified above, or registered assigns (hereinafter called the "registered owner") the Principal Amount, specified "above, and to pay interest thereon from the Issue Date, specified above, on August 15, 1991, and semiannually on each February 15 and August 15 thereafter to the Maturity Date, specified above, or the date of redemption prior to maturity, at the Interest Rate per annum, specified abovej except that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear inter- est from such next following interest payment date j provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in f':ll1. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at the principal corpor- ate trust office of First City, Texas - Houston, N. A., Houston, Texas, or its successor, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Regis- trar to the registered owner hereof on each interest payment date by check, dated as of such interest payment date, drawn by the Paying Agent/Regis- trar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond adopted on May 14, 1991 (the "Bond Ordinance") 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, first-class postage pre- 6 e e paid, on each such interest payment date, to the registered owner hereof, at its address as it appeared on the last business day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. THIS BOND is one of a Series of Bonds dated as of April 15, 1991, authorized in accordance with the Constitution and laws of the State of Texas in the original principal amount of $6,430,000 FOR THE PURPOSE OF PROVIDING FUNDS TO REFUND CERTAIN OF THE ISSUER'S OUTSTANDING OBLIGATIONS (as described in the preamble to the Bond Ordinance). REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH IN THIS SPACE. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature of the City Secretary of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond. CITY OF LA PORTE, TEXAS (facsimile sie.:na ture) City Secretary (facsimile sie.:na ture) Mayor [Form of Back Panel of Bond] THE BONDS are issued pursuant to the Bond Ordinance whereunder the Issuer covenants to levy a continuing direct annual ad valorem tax on taxable property within the Issuer, not to exceed $2.50 per assessed $100 valuation, as provided in Article XI, Section 5 of the Texas Constitution, for each year while any part of the Bonds are considered outstanding under the provisions of the Bond Ordinance, in sufficient amount to pay interest on each Bond as it becomes due, to provide a sinking fund for the payment of the principal of the Bonds when due, and to pay the expenses of assessing and collecting such tax, all as more specifically provided in the Bond Ordinance. Reference is hereby made to the Bond Ordinance for provisions with respect to the custody and application of the Issuer's funds, remedies in the event of a default hereunder or thereunder, and the other rights of the registered owner. THIS BOND IS TRANSFERABLE OR EXCHANGEABLE only upon presentation and surrender at the principal corporate office of the Paying Agent/Registrar. If this Bond is being transferred, it shall be duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner ,or his authorized representative, subject to the terms and conditions of the Bond Ordinance. 7 e e ANY ACCRUED INTEREST' DUE at maturity or upon the redemp- tion of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemp- tion and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and SinkIng Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. 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 principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, or the United States Postal Service is not open for business, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close, or the United States Postal Service is not open for business; and payment on such date shall have the same force and effect as if made on the original date payment was due. ON FEBRUARY 15, 1999, or on any date thereafter, the Bonds of this Series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000) at the redemption price of the principal amount of Bonds called for redemption, plus accrued interest thereon to the date fixed for redemption. If less than all of the Bonds are to be redeemed, the Issuer shall determine the maturity or maturities and the amounts "thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot Bonds, or portions thereof, within such maturity or maturities and in such principal amounts, for redemption. AT LEAST 30 days prior to the date for any such redemption, a notice of such redemption shall be 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. Such notice also shall be sent by the Paying Agent/Registrar by United States mail, first class, postage prepaid, at least 30 days prior to the date fixed for any such redemption, to the registered owner of each Bond, or portion thereof to be redeemed, at its address as it appeared on the Registration Books on the 45th day prior to such redemption date and to major securities depositories, national bond rating agencies, and bond information services; provided, however, that the failure to send, mail, or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond, and the publication of notice as described 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 Issuer with the Paying Agent/Registrar for the 8 . e payment of the required redemption price for this Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is made, all as provided above, this Bond, or the portion thereof which is to be so redeemed, thereby automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date fixed for its redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the redemption price plus accrued interest to the date fixed for redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this Bond or any portion hereof. If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Bond Ordinance. ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully. registered Bonds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancella- tion, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The 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 satisfac- tory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the registered owner. The person requesting such transfer and exchange shall pay the Paying Agent/Registrar's reasonable standard or customary fees and charges for transferring and exchanging any Bond or portion thereof. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the person requesting such assignment, transfer, or exchange, as a condition precedent to the exercise of such privilege. The foregoing notwithstanding, in the case of the exchange of a portion of a Bond which has been redeemed prior to maturity, 9 e e as provided herein, and in the case of the exchange of an assigned and transferred Bond or Bonds or any portion or portions thereof, such fees and charges of the Paying Agent/Registrar will be paid by the Issuer. The Paying Agent/Registrar shall not be required to make any such transfer or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date or (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Bonds. BY BECOMING the registered owner of this Bond, the regis- tered owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer. IT IS HEREBY CERTIFIED, RECITED, AND COVENANTED THAT this Bond has been duly and validly authorized, issued, and delivered; all acts, conditions, and things required o'r 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 ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due, and as such principal matures, have been levied and ordered to be levied against all taxable property in the Issuer, and have been pledged for such payment, within the limit prescribed by law. 10 e e [FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE]. · Printer - Do not print on Initial Bonds PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in exchange for, a bond, bonds, or a portion of a bond or bonds of a Series which originally was approved by the A ttorney General of 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 Signature [FORM OF STATEMENT OF INSURANCE] STATEMENT OF INSURANCE Municipal Bond Guaranty Insurance Policy No. (the "Policy") with respect to payments due for principal of and interest on this Bond has been issued by' AMBAC Indemnity Corporation ("AMBAC Indemnity") . The Policy has been d'elivered to the United States Trust Company of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The Policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from AMBAC Indemnity or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this Bond acknowledges and consents to the subrogation rights of AMBAC Indemnity as more fully set forth in the Policy. 11 e e [FORM OF ASSIGNMENT] ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered owner of this bond or duly authorized representative or attorney thereof, hereby assigns this bond to ,. I I (Assignee's Social Security or Taxpayer Identification Number) (print or typewrite Assignee's name and address, including zip code) and hereby irrevocably constitutes and appoints attorney to transfer the registration of this bond on the Bond Registration Books with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: The signature of the Registered Owner must be gua-. ranteed by a member of the New York Stock Exchange or a commercial bank or trust company. Registered Owner. NOTICE: This signature must correspond with the name of the Registered Owner appearing on the face of this bond in every particular way without alter- ation or enlargement or any change whatsoever. The following abbreviations, when used in the assignment above or on the face of the within Bond, shall be construed as though they were written out in full according to ~pplicable laws or regulations: TEN COM - TEN ENT - JT TEN- as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the list above. 12 e e [FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS]. .To be printed or attached to Initial Bonds only COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas COMPTROLLER'S SEAL [END OF FORMS] SECTION 6. T AX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely. for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the Issuer at an official' depository bank of the Issuer. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the Council shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of its Bonds as such principal matures (but never less than 2% of the original principal amount of said Bonds as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of the Issuer, with full allowance being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer for each year while any of the Bonds or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. SECTION 7. DISPOSITION OF BOND PROCEEDS. The proceeds of 13 e e the Bonds shall be placed into the Interest and Sinking Fund and the Escrow Fund of the Issuer as follows: (a) Interest and Sinkine: Fund. An amount equal to the accrued interest on the Bonds from the date of the Bonds to the date of delivery to the Initial Purchaser shall be deposited in the Interest and Sinking Fund. (b) Escrow Fund. The proceeds of the Bonds remaining after the above described deposit into the Interest and Sinking Fund shall be placed in the Escrow Fund (after created) to be used by the Issuer for the purposes described in the Escrow Agreement hereafter authorized. SECTION 8. REMEDIES OF OWNERS. In addition to all rights and remedies of any Owner of the Bonds provided by the laws of the State of Texas, the Issuer and the Council covenant and agree that in the event the Issuer defaults in the payment of the principal of or' interest on any of the Bonds when due, fails to make the payments required by this Ordinance to be made into the Interest and Sinking Fund, or defaults in the observance or performance of any of the covenants, conditions, or obligations set forth in this Ordinance, the owner of any of the Bonds shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the Council and other officers of the Issuer to observe and perform any covenant, obligation, or condition prescribed in this Ordinance. No delay or omission by any owner to exercise any right or power accruing to such owner upon default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein, and every such right or power may be exercised from time to time and as often as may De deemed expedient. The specific remedies mentioned in this Ordinance shall be available to any owner of any of the Bonds and shall be cumulative of all other existing remedies. SECTION 9. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section 10, 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 (A) lawful money of the United States of America sufficient to make such payment or (B) Government Obligations (hereinafter defined) which mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer 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 ad valorem taxes herein levied and pledged as provided 14 e e in t~s 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 Issuer also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. (c) The term "Government Obligations" as used in this Section, shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which may be United States Treasury obligations such as its State and Local Government Series, which may be in book-entry form. (d) 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 Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) In the event that the principal and/or interest due on the Bonds shall be paid by AMBAC. Indemnity Corporation, a Wisconsin domiciled stock insurance company ("AMBAC Indemnity") pursuant to the municipal bond guaranty insurance policy issed by AMBAC Indemnity insuring the payment when due of the principal of and interest on the Bonds as provided therein (the "Municipal Bond Guaranty Insurance Policy"), the Bonds shall remain outstanding for all purposes, not be defeased or otherwise satisfied, and not be considered paid by the City, and the assignment and pledge of the proceeds of taxes and all covenants, agreements, and other obligations of the City to the registered owners shall continue to exist and shall run to the benefit of AMBAC Indemnity, and AMBAC Indemnity shall be subrogated to the rights of such registered owners. SECTION 10. DAMAGED, MUTILATED. LOST, STOLEN. OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by 15 e' e 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 registered owner shall furnish to the Issuer 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 registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing prOVISIons of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Chare;e for Issuine; Replacement Bonds. Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of. this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer 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) Authority for Issuine; Replacement Bonds. In accordance with Section 6 of Vernon's Ann. Tex. Civ. St. Art. 717k-6, this Section 11 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 Issuer 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 4(a) of this Ordinance for Bonds issued in exchange for other Bonds. SECTION 11. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS j BOND COUNSEL'S OPINION, AND CUSIP NUMBERS. The Mayor of the Issuer is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings per- taining to the Bonds pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of McGinnis, Lochridge & Kilgore, Bond Counsel and the assigned CUSIP numbers may, at 16 e e the option of the Issuer, under this Ordinance, but solely for the convenience Bonds. be printed on the Bonds issued and delivered neither shall have any legal effect, and shall be and information of the registered owners of the SECTION 12. COVENANTS OF THE ISSUER. (a) General Covenants. The Issuer covenants and represents that: (i) The Issuer is a duly incorporated Home Rule City, having more than 5000 inhabitants, operating and existing under the Constitution and laws of the State of Texas, and is duly authorized under the laws of the State of Texas to create and issue the Bonds; all action on its part for the creation and issuance of the Bonds has been duly and effectively taken; and the Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations of the Issuer. in accordance with their terms; and (il) The Bonds shall be ratably secured in such manner that no one Bond shall have preference over other Bonds. (b) Specific Covenants. The Issuer covenants and represents that, whjle the Bonds are outstanding and unpaid, it will: (i) Levy an ad valorem tax that will be sufficient to provide funds to pay the current interest on. the Bonds and to provide the necessary sinking fund, all as described in this Ordinance; and (ii) Keep proper books of record and account in which full, true, and correct entries will be made of all dealings, activities, and transactions relating to the Funds created pursuant to this Ordinance, and all books, documents, and vouchers relating thereto shall at all reasonable times be made available for inspection upon request from any Owner. (c) Covenants Regarding Tax Exemption of Interest on the Bonds. The Issuer covenants to take any action to maintain, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the 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 Issuer specifically covenants as follows: (i) To take any action to assure that no more than 10% 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% of the proceeds are so used, that amounts, whether or not received by the Issuer 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 17 e e payment of more than 10% of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (il) To take any action to assure that in the event that the "private business use" described in subsection (i) hereof exceeds 5% of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any), then the amount in excess of 5% is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (ill) To take any action to assure that no amount which is greater than the lesser of $5,000,000 or 5% of the proceeds of the Bonds (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; (iv) 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(b) of the Code; (v) 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; (vi) 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 would produce a materially higher yield over the term of the Bonds, other than investment property acquired with -- (A) proceeds of the Bonds invested for a reasonable temporary period of three years or less, or in the case of a refunding a period of 30 days or less, until such proceeds are needed for the purpose for which the Bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.103-13(b)(12) of the Treasury Regulations, and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10% of the proceeds of the Bonds; (vii) To otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code 18 e e (relating to advance refundings); (viii) To pay to the United States of America at least once during each five year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90% of the "Excess Earnings," within the meaning of section 148{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% of the amount then required to be paid as a result of Excess Earnings under section 148{f) of the Code; and (ix) To maintain such records as will enable the Issuer 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 Issuer 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 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 Issuer 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 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 Issuer 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. In order to facilitate compliance with the above covenants (vii), (viii), and (ix), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person, including without limitation the Bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. SECTION 13. 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 19 e e Bonds will not be considered "private activity bonds" within the meaning of section 141 of the Code. SECTION 14. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to Masterson Moreland Sauer Whisman, Inc. (the "Initial Purchaser"), pursuant to the terms and provisions of the Purchase Contract attached hereto as Exhibit B and the Mayor is hereby authorized to execute and deliver such Purchase Contract. The Bonds shall initially be registered in the name of Masterson Moreland Sauer Whisman, Inc. The officers of the Issuer are hereby authorized and directed to execute and deliver such certificates, instructions, or other instruments as are required or necessary to accomplish the purposes of this Ordinance. SECTION 15. APPROVAL OF OFFICIAL STATEMENT. The Issuer hereby approves the form and content of the Official Statement relating to the Bonds, and any addenda, supplement, or amendment thereto and approves the distribution of such Official Statement in the reoffering. of the Bonds by the Initial Purchasers in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. It is further officially found determined and declared that the statements and representations contained in .said Official Statement are true and correct in all material respects to the best knowledge and belief of the Council. SECTION 16. CONSIDERATIONS OF REFUNDING. The Council hereby finds that by refunding the Refunded Obligations the Issuer will (i) lower the annual debt service .requirements with respect to its general tax obligations and (ii) restructure its debt service in a manner which will allow the issuance of additional bond issues without a tax rate increase or with a smaller increase than would otherwise be required. SECTION 17. NOTICE OF REDEMPTION TO PAYING AGENT AND REGISTERED OWNERS AND PUBLICA TION. The principal of and accrued interest on the Refunded Series 1980 Bonds shall be paid on the earliest redemption date, August 1, 1991, with proceeds of the Bonds, and the Refunded Series 1980 Bonds are hereby called for redemption on said date. The principal of and interest on the Refunded Assumed Bonds shall be paid on the earliest redemption date, February 15, 1994, and the Refunded Assumed Bonds are hereby called for redemption on said date. The principal of and interest on the Refunded Series 1985 Bonds shall be paid on the earliest redemption date, March 15, 1995, and the Refunded Series 1985 Bonds are hereby called for redemption on said date. First City , Texas - Houston, N .A., Houston, Texas, is hereby directed to make appropriate arrangements so that the principal of and accrued interest on such Refunded Obligations may be redeemed at said bank on such redemption dates. Unless notice is waived by the owners thereof, a copy of the Notices of Prior Redemption, substantially in the form attached hereto as Exhibit A, shall be delivered to the paying agent bank for the Refunded Obligations and a copy of such Notices of Prior Redemption shall be mailed to the registered owner thereof, or otherwise given as provided in the appropriate order, resolution, or ordinance authorizing the Refunded Obligations. 20 e e SECTION 18. ESCROW AGREEMENT. The discharge of the Refunded Obligations shall be effectuated pursuant to the terms and provIsions of the Escrow Agreement, the terms and provisions of which are hereby approved, subject to such insertions, additions, and modifications as shall be necessary (a) to carry out the program designed for the City by Masterson Moreland Sauer Whisman, Inc. and which shall be certified as to mathematical accuracy by Deloitte & Touche, Certified Public Accountants, whose Report shall be delivered with the Escrow Agreement, (b) to maximize the City's present value savings and/or minimize the City costs of refunding, (c) to comply with all applicable laws and regulations relating to the refunding of the Refunded Obligations, and (d) to carry out the other intents and purposes of this Ordinance, and the Mayor is hereby authorized to execute and deliver the Escrow Agreement on behalf of the City in multiple counterparts and the City Secretary is hereby authorized to attest thereto and affix the City's seal. SECTION 19. SOURCE OF CITY FUNDS USED IN REFUNDING. The amount of $151,352.08 available funds of the City are hereby appropriated and shall be deposited to the Escrow Fund which together with certain proceeds of the Bonds shall be used to refund the Refunded Obligations. SECTION 20. PURCHASE OF UNITED STATES TREASURY OBLIGA TIONS. To assure the purchase of the Escrowed Securities referred to in the Escrow Agreement, the Mayor, the City's Chief Financial Officer, and the Escrow Agent are hereby authorized to subscribe for, agree to purchase, and purchase non-callable obligations of the United States of America, in such amounts and maturitie.s and bearing interest at such rates as may be provided for in the Report, and to execute any and all subscriptions, purchase agreements, commitments, letters of authorization, and other documents necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are hereby ratified and approved. SECTION 21. MATTERS RELATED TO REFUNDING. In order that the Issuer shall satisfy in a timely manner all of its obligations under this Ordinance, the Mayor and all other appropriate officers and agents of the Issuer are hereby authorized and directed to take all other actions that are reasonably necessary to provide for the refunding of the Refunded Obligations, including without limitation, executing and delivering on behalf of the Issuer all certificates, consents, receipts, requests, notices, and other documents as may be reasonably necessary to satisfy the Issuer's obligations under this Ordinance and to direct the transfer and application of funds of the Issuer consistent with the provisions of this Ordinance. SECTION 22. ORDINANCE A CONTRACT; AMENDMENTS. This Ordinance shall constitute a contract with the Owners, from time to time, of the Bonds, binding on the Issuer and its successors and assigns, and shall not be amended or repealed by the Issuer as long as any Bond remains outstanding except as permitted in this Section. The Issuer may, without the consent of or notice to any owners, amend, change, or modify this Ordinance as may be required (i) by the provisions hereof, (ii) in connection with the issuance of any additional bonds, (iii) for the purpose of curing any ambiguity, inconsistency, or formal defect or omission herein, or (iv) in connection with any other change which is not to the prejudice of 21 e e the Owners. The Issuer may, with the written consent of the Owners of a majority in aggregate principal amount of Bonds then outstanding affected thereby, and the insurer of any Bonds amend, change, modify, or rescind any provisions of this Ordinance; provided that without the consent of all of the Owners affected, no such amendment, change, modification, or rescission shall (i) extend the tiple or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof to the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on additional bonds on a parity with the lien of the Bonds, (ii) give any preference of any Bond over any other Bond, (ill) extend any waiver of default to subsequent defaults, or (iv) reduce the aggregate principal amount of Bonds required for consent to any such amendment, change, modification, or rescission. Whenever the Issuer shall desire to make any amendment or addition to or rescission of this Ordinance requiring consent of the Owners, the Issuer shall cause notice of the amendment, addition, or rescission to be given as described above for a notice of redemption. Whenever at any time within one year after the date of the giving of such notice, the Issuer shall receive an instrument or instruments in writing executed by the Owners of a majority in aggregate. principal amount of the Bonds then outstanding affected by any such amendment, addition, or rescission requiring the consent of Owners of Bonds, which instrument or instruments shall refer to the proposed amendment, addition, or rescission described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Issuer may adopt such amendment, addition, or rescission in substantially such form, except as herein provided. No' Owner may thereafter object to the adoption of such amendment, addition, or rescission, or to any of the provisions thereof, and such amendment, addition, or rescission shall be fully effective for all purposes. SECTION 23. PAYMENT PROCEDURE PURSUANT TO MUNICIPAL BOND GUARANTY INSURANCE POLICY. As long as the bond guaranty insurance shall be in full force and effect, the City and the Paying Agent/Registrar agree to comply with the following provisions: (a) If payment of principal or interest due on the Bonds has not been made to the Paying Agent/Registrar in time to pay the registered owners of the Bonds, the Paying Agent/Registrar or any registered owner to whom such payment is due shall so notify AMBAC Indemnity Corporation, by telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by registered or certified mail. Such notice shall specify the amount of the anticipated deficiency, the Bonds to which such deficiency is applicable, and whether such Bonds will be deficient as to principal or interest, or both. AMBAC Indemnity, on the later of the date due for payment or within one business day after receipt of notice of nonpayment, will deposit sufficient money with the United States Trust Company of New York, as insurance trustee for AMBAC Indemnity or any successor insurance trustee (the "Insurance Trustee"). (b) The Paying Agent/Registrar shall, after glvmg notice to AMBAC Indemnity as provided in (a) above, make available to AMBAC 22 e e Indemnity and, at AMBAC Indemnity's direction, to the Insurance Trustee, the registration books of the City maintained by the Paying Agent/Registrar, and .all records relating to the Funds and Accounts maintained under this Ordinance. (c) The Paying Agent/Registrar shall provide AMBAC Indemnity and the Insurance Trustee with a list of registered owners of Bonds entitled to receive principal or interest payments from AMBAC Indemnity under the terms of the municipal bond guaranty insurance policy issued by AMBAC Indemnity insuring the payment when due of the principal of and interest on the Bonds as provided therein (the "Municipal Bond Guaranty Insurance Policy"), and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered owners of Bonds entitled to receive full or partial interest payments from AMBAC Indemnity and (ii) to pay prin- cipal upon Bonds surrendered to the Insurance Trustee by the registered owners of Bonds entitled to receive full or partial principal payments from AMBAC Indemnity. (d) The Paying Agent/Registrar shall, at the time it. provides notice to AMBAC Indemnity pursuant to (a) above, notify registered owners of Bonds entitled to receive the payment of principal or interest thereon from AMBAC Indemnity (i) .as to the fact of such entitlement; (ii) that AMBAC Indemnity will remit to them all or a part of the interest payments next coming due; (iii) that should they be entitled to receive full payment of principal from AMBAC Indemnity, they must present and surrender their Bonds together with any appropriate instrument of assignment for payment to the Insurance Trustee, and not the Paying Agent/Registrar; and (iv) that should they be entitled to receive partial payment of principal from AMBAC Indemnity, they must present and surrender their Bonds for payment thereon first to the Paying Agent/Registrar, who shall note on such Bonds the portion of the principal paid by the Paying Agent/Registrar, and then, along with an. appropriate instrument of assignment, to the Insurance Trustee, which will then pay the unpaid portion of principal. The Insurance Trustee shall disburse to registered owners of Bonds, or the Paying Agent/Registrar, the payment due less any amount held by the Paying Agent/Registrar for payment of principal of or interest on Bonds and legally available therefor. (e) In the event that the Paying Agent/Registrar has notice that any payment of principal of or interest on a Bond which has become due for payment and which is made to a registered owner by or on behalf of the City has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent/Registrar shall, at the time AMBAC Indemnity is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from AMBAC Indemnity to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent/Registrar shall furnish to AMBAC Indemnity its records evidencing the payments of principal of and interest on the Bonds which have been made by the Paying Agent/Registrar and 23 e . subsequently recovered from registered owners and the dates on which such payments were made. (f) In addition to those rights granted AMBAC Indemnity under this Ordinance, AMBAC Indemnity shall, upon remittance and transfer of Bonds or appropriate instruments of assignment, become the owner thereof, and to evidence such ownership (i) in the case of claims for past due interest, the Paying Agent/Registrar shall note AMBAC Indemnity right's as owner on the Registration Books upon receipt from AMBAC Indemnity of proof of the payment of interest thereon to the registered owners of the Bonds and (il) in the case of claims for past due principal, the Paying Agent/Registrar shall note AMBAC Indemnity's rights as owner on the Registration Books upon surrender of the Bonds by the registered owners thereof together with proof of the payment of principal thereof. SECTION 24. NOTICES TO BE GIVEN TO AMBAC INDEMNITY. While the Municipal Bond Guaranty Insurance Policy is in effect, the City shall furnish to AMBAC Indemnity: (a) as soon as practicable after the filing thereof, a copy of any financial statement of the City and a copy of any audit and annual report of the City; (b) a copy of any notice to be given to the registered owners of the Bonds, including, without limitation, notice of any redemption of or defeasance of Bonds,. and any certificate rendered pursuant to this Ordinance relating to the security for the Bonds; and (c) such additional information it may reasonably request. The City will permit AMBAC Indemnity to discuss the affairs, finances, and accounts of the City or any information AMBAC Indemnity may reasonably request regarding the security for the Bonds with appropriate officers of the City. The City will permit AMBAC Indemnity to have access to and to make copies of all books and records relating to the Bonds at any reasonable time. Notwithstanding any other provision of this Ordinance the Paying Agent/Registrar shall immediately notify AMBAC Indemnity if at any time there is insufficient money to make any payments of principal and/or interest as required hereunder. SECTION 25. MISCELLANEOUS. (a) Titles Not Restrictive. The titles assigned to the various sections of this Ordinance are for convenience only and shall not be considered restrictive of the subject matter of any section or of any part of this Ordinance. (b) Inconsistent Provisions. All ordinances, orders, and resolutions, or parts thereof, which. are in conflict or inconsistent with any provision of this Ordinance are hereby repealed and declared to be inapplicable, and the provisions of this Ordinance shall be and remain controlling as to the matters prescribed herein. 24 e e (c) Severabillty.. If' any word, phrase, clause, paragraph, sentence, part, portion, or provision of this Ordinance or the application thereof to any person or circumstances shall be held to be Invalid, the remainder of this Ordinance shall nevertheless be valid and the Council hereby declares that this Ordinance would have been enacted without such invalid word, phrase, clause, paragraph, sentence, part, portion, or provisions. (d) Governing; Law. This Ordinance shall be construed and enforced in accordance with. the laws of the State of Texas. (e) Effective Date. This Ordinance shall take effect and be in full force and effect from and after the date of its passage, and it is so ordained. PASSED AND APPROVED this May 14, 1991. Yl_ - ~ 7;P;Y~ ---. ~y or/La~fie, Texas ATTEST: ~~d City Secretary, City of La Porte, Texas 25 e e EXHIBIT A PAYING AGENT IREGISTRAR AGREEMENT e e EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT TillS AGREEMENT is entered into as of Aprll 15, 1991 (the "Agreement"), by and between the CITY OF LA PORTE, TEXAS (the "Issuer"), and FIRST CITY, TEXAS - HOUSTON, N.A., Houston, Texas (the "Bank"), a national banking association duly organized and operating under the laws of the United States of America. WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of La Porte, Texas, General Obligation Refunding Bonds, Series 1991" (the "Securities"), such Securities to be issued in fully registered form only as to the payment of principal and interest thereon; and WHEREAS, the Securities are scheduled to be deliyered to the initial purchasers thereof on or about June 11, 1991; and WHEREAS, the Issuer hilS selected the Bank to serve .~s Paying Agent/Registrar in connection with the payment of the principal of, 'premium, if any, and interest on the Securities and with respect to the registration, transfer, and exchange thert!9f by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve 8S Paying Agent/Registrar for the Securities; NOW, THEREFORE, It is mutually'.agreed as follows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR SECTION 1.01. Appointment. The Issuer hereby appoints the Bank to serve as l'aying Agent with respect to the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (If any), and interest on the Securities as the same become due and payable to the registered owners thereof, all in accordance with this Agreement and the "Ordinance" (hereinafter defined). The Issuer hereby 'appoints the Bonk os Registrar with respect to the Securities. As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of Raid Securities and with respect to the transfer and exchange thereof as provided herein and in the Ordinance. The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities. SECTION 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days prior It e to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following FIsc~1 Year. In ndditlon, the Issuer agrees to reimburse the Dank upon Its request for an reasonable expenses, disbursements and advances Incurred or made by the Dank in accordance with any of the provisions hereof (Including the reasonable compensation and the expenses and disbursements of Its agents and counsel) . ARTICLE TWO DEFINITIONS SECTION 2.01. DeClnltl0J18. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means, If applicable, the date on and after which the principal or Rny or all Instnllments of Interest, or both, are due and payable on any Security which has become accelerated purs~ant to the terms of the Security. . . "Bank Office" means the principal corporate trust office of the Bank as indicated on the signature page hereof. The Bonk wlll notify the Issuer In writing of any change in location of the Bank Office. "Fiscal Year" means the fiscal year of the Issuer, ~~lding December 31. "Holder" and "Security Holder" each means the Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by the Mayor of the Issuer, the Director of Finance of the Issuer, the City Manager, or the City Secretary of the Issuer, anyone or more of said officials, dellvered to the Bank. "Legal Holiday" means a day on which the Bank is required or authorized to be closed. "Ordinance" means the ordinance of the governing body of the Issuer pursuant to which the Securities are Issued, certified by the City Secretary or any other officer of the Issuer and delivered to the Bank. "Person" means any Individual, corporation, partnership, joint venture, association, joint stock compnny, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, Cor the purposes of this definition, any muUlated, lost, destroyed, or stolen Security for which a replacement Security has been registered and delivered In lieu thereof pursuant to Section 4.06 hereof and the Ordinance). 2 It tit "Redemption Date" when used with respect to any Bond to be redeemed means the date fixed for Buch redemption pursuant to the terms of the Ordinance. "Responsible Officer" when used with respect to the Bank means the Chairman or Vice-Chairman of the Board of Directors, the Chairman or Vlce- chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust OfClcer or Assistant Trust Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other. officer to whom such matter Is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means' a register maintained by' the Dank on behalf of the Issuer providing Cor the registration and transfer of the Securities. "Slated Maturity" means the date specified in the Ordinance the' principal of a Security Is scheduled to be due and payable. C SECTION 2.02. Other' DeCJnlt1ons. The terms "Bank," Issuer," and "Securities (Security)" have the meanings assigned to them In the recital paragraphs of this Agreement. . The term "Paying Agent/Registrar" refers to the Bank'in the performance of the duties and (unctions of" this Agt:eement. ARTICLE TIIREE PAYING AGENT SECTION'.3.0i. Duties of Paylnc Agent. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to It for such pu rpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each Security at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon surrender of the Security to the Bank at the Bank Office. As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the Interest on each Security when due, by computing the amount of interest to be paid each Holder and preparing and sending checks by United States mail, first class postage prepaid, on each payment. date, to the Holders of the Securities (or their Predecessor Securities) on the respective Record Date, to the address appearing on the Security Register or by such other method, acceptable to the Bank, requested In writing by the Holder at the Holder's risk and expense. SECTION 3.02. Payment Dates. The ISAuer hereby instructs the Dank to pay the principal of and interest on the Securities on the dates specified In the Ordinance. 3 e - ARTICLE FOUR REGISTRAR SECTION 4.01. Security Register - Transfers and Excbanltes. The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holders of the Securities, the transfer, exchange, and replacement of the Securities, and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. All transfers, exchanges, and replacement of SecurIties shall be noted in the Security Register. Every" Security surrendered Cor tralJsfer or exc"h~nge shall be duly endorsed or be accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National AssocIation of Securities Dealers, in form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly "authorIzed in writing. The Bank may request any supporting documentation it feels necessary to efCect a re-registratlon, transfer, or exchange of the SecurIties. To the extent possible and under reasonable circumstances, the Dank agrees that, In relation to an exchange or transfer of Securities, the exchange or transfer by the Holders . thereof" will be completed and new Securities delivered to the Holder or the assignee of the Holder in not more than three business days after the receipt of the Securities to be cancelled in an exchange or transfer and the written instrument of trnnsfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. SECTION 4.02. Certificates. The Issuer shall provide an adequate Inventory of printed Securities to facilitate transfers or exchanges thereof. The Bank covenonts that the Inventory of printed Securities wlll be kept In safekeeping pending their use, and reasonable care wlll be exercised by the Dank In maintaining such Securities In safekeeping, which shall be not less thon the care maintained by the Dank for debt securities of other political subdivisions or corporations for which it serves as registrar, or that Is maintained for its own securities. SECTION 4.03. Form of Security Register. The Dank, as Registrar, will maintain the Security Register relating to the registration, payment, transfer, and exchange of the Securities In accordance with the Bank's general practices and procedures in efCect from time to time. The Bank shall not be oblIgated to malntnin such Security Register In nny form other than those which the Bank has currently available and currently utUizes at the time. I The Security Register may be maintained In written form or In any other form capable or being converted Into written form within a reasonable time. 4 e e SECTION 4.04. List of Security Holders. The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the Information contained In the Security Register. The Issuer may also Inspect the information contained in the Security Register at any time the Dank is customarily open for business, provided that reasonable time Is allowed the Bank to provide an up-to-date listing or to convert the information Into written form. " Unless required by law, the Dank will not release or disclose the contents of the Security Register to any person other thon to, or at the written request of, an authorized officer or employee oC the Issuer, except upon receipt of a court order or as otherwise required by law. Upon receipt of a court order and prior to the release or disclosure of the contents of the Security Register, the Bank will noUCy the Issuer so that the Issuer may contest the court order or such release or disclosure of the contents of the Sec~~lty Register. SECTION 4.05. Return or Cancelled Certificates. The Bank will, at such reasonable intervals as it determines, surrender to the Issuer, Securities In Heu of which or in exchange for which other Securities have been issued, or which have been paid. SECTION 4.08. Mutll8ted, Destroyed, Lost, or Stolen Securities. The Issuer hereby instructs the Bank, subject to the applicable provisions of the Ordinance, to deliver and issue Securities In exchange for or in Heu of mutilated, destroyed, lost, or stolen Securities as long as the same does not result in an over issuance. In case any Security sholl be muHlated, or destroyed, lost, or stolen, the Bank, in its discretion, may execute and deliver a replacement Security of like form and tenor, and in the same denomination and bearing a number not contemporaneo~~Jy outstanding, In exchange and substitution for such mutilated Security, or in "lieu of and in substitution for such destroyed, lost, or stolen Security, only after (I) the flUng by the Holder thereof with the Bank of evidence satisfactory to the Bank of the destruction, loss, or theft of such Security, and of the authenticity of the ownership thereof and (U) the furnishing to the Dank of indemnification in an amount satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such indemnity and with the preparation, execution, and delivery of a replacement Security shall be borne by the Holder of the Security mutilated, or destroyed, 10s t, or stolen. SECTION 4.07. Transaction Information to Issuer. The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish the Issuer information as to the Securities it has paid pursuant to Section 3.01, Securities it has delivered upon the transfer or exchange of any Securities pursuant to Section 4.01, and Securities it has delivered in exchange Cor or in lieu of mutilated, destroyed, lost, or stolen Securities pursuant to Section 4. 06 . s e e ARTICLE FIVE THE BANK SECTION 5.01. Duties or Bank. The Dank undertakes to perform the duties set forth herein and agrees to use reasonable care In the performance thereof. SECTION 5.02. ReUance OD Documents, Etc. (a) The Bank may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates or opinions furnished to the Bank. (b) The Dank shall not be liable Cor any error of judgment made in good faith by a Responsible Officer, unless It shall be proved that the Bank was negllgent in ascertaining the pertinent facts. (c) No provisions of this Agreement shall require' 'the Bank to expend or risk its own funds or otherwise incur any financial Ilablllty for performance of any of its duties hereunder, or in the exercise of any of Its rights or powers, If it shall have reasonable grounds for believing that re"payment of such funds or adequate Indemnity saUsfactory to it against such risks or liablllty is not assured to it... (d) 'rhe Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, Instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by It to be genuine and" to have been signed or presented by the proper party or p.arties. Without limiting the generality of the foregoing statement, the Dank need not examine the ownership of any Securities, but is protected in acting upon receipt of Securities containing an endorsement or Instruction of transfer or power of transfer which appears on Its face to be ~'gned by the Holder or An agent of the Holder. The Bank shall not be bound to make any investigation into the facts or matters stated In a resolution, certificate, statement, Instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by Issuer. (e) The Dank may consult with counsel, and the written advice of such counselor any opinIon of counsel shall be full and complete authorization and protection wIth respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon. (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 or Issuer. The recitals contained herein with respect to the Issuer and in the Securities shall be taken as the statements of the Issuer, and the Bank assumes no responsiblllty for their correctness. The Dank shall in no event be liable to the Issuer, any Holder or Holders of any Security t or any other Person for any amount due on any Security from its own funds. 6 e e. SECTION &.04. May Hold Securities. The Bank, In its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Issuer with the same rights It would have if It were not the Paying Agent/~egistrar, or any other agent. SECTION 5.05. Money Held by Bank. The Bank shall deposit any money received Crom the Issuer Into a trust account to be held In a fiduciary capacity for the payment of the Securities, with such money In the account that exceeds the deposit Insurance, available to the Issuer, provided by the Federal Deposit Insurance Corporation to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas to secure and be pledged as collateral for trust accounts until the principal and Interest on such securities have been presented for pnyment and paid to the owner thereof. Payments made from such trust account shall be .made by check drawn on such trust account. . All funds at any time and from time to time provided to or held by the Bank hereunder shall be deemed, construed, and considered for all' purposes as being provided to or held by the Bank in trust and as a trustee Cor the benefit of the Security Hol4ers. The Bank acknowledges, covenants, and represents that It Is acting herein In a fiduciary capacity In relation to such funds, and Is not accepting, holding, administering, or applying such Cunds as a banking depository, but solely as trustee and fiduciary Cor and on behalf of the Security thereto, except as trustee pursuant to the terms of this Agreement. The Holders shall be entitled to the same" p'referred claim and first lien on the funds so provided as are enjoyed by the beneficiaries of trust funds generally. The funds provided' to the "ank hereunder shall not be subject to warrants, drafts, or checks drawn by the Issuer and, except as expressly provided herein, shall not be subject to compromise, setoCf, or other charge or dlmh)~tlon by the Bank. The Bank shall be under no liabillty for Interest on any money received by it hereunder. Subject to the unclaimed property laws oC the State of Texas and any provisions In the Ordinance to the contrary, any money deposited with the Bank for the payment of the principal, premium (If any), or Interest on any Security and remaining unclaimed Cor four years after final maturity of the Security has become due and pnyable will be paid by the Bank to the Issuer, and the Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all Uabillty of the Bank with respect to such money shall thereupon cease. . SECTION 5.08. Indeliln1flcatlon. To the extent permitted by law, the Issuer agrees to Indemnify the Bank for, and hold it harmless against, any loss, liability, or expense Incurred without negligence or bad faith on Its part, arising out of or In connection with Its acceptance or administration of Its duties hereunder, including the cost and expense against any claim or liabillty in connection with the exercise or performance of any of its powers or duties under this Agreement. 1 e e SECTION 6.07. Interpleader. The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over Its person as well as funds on deposit, In either a Federal or State District Court located in the State and County where either the Bank Office or the administrative offices of the Issuer Is located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to In Section 8.03 of this Agreement shall constitute adequate service. The Jssuer and the Bank further agree that the Bank has the right to file a Dill of Interpleader In any court of competent jurisdiction to determine the rights of any Person claiming any interest herein. SECTION 6.08. Depository Trust Company Services. It is hereby represented and warranted that, In the event the Securities are otherwIse qualified ond accepted for "Depository Trust CompRny" services or equivalent depository trust services by other organizations, the Bank has the capability and" to the extent within Its control, will comply wlfh the "Operational Arrangements," effective August 1, 1981, which establishes requirements for securities to be eligible for such type depository trust services, Including, but not limited to, requIrements for the timeliness of payments and funds availability, transfer turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS SECTION 8.01. Amendment. This Agreement may be amended only by an agreement In writing signed by both of the parties hereto. SECTION 8.02. AssIgnment. This "Agreement may not be assigned by either party without the prior written consent of the other. SECTION 8.03. NoUces. Any request, demand, authorization, direction, notice, consent','" waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or the Dank shall be 'mailed or delivered to the Issuer or the Bank, respectively, at the addresses shown on the signature page of this Agreement. SECTION 8.04. Effect of Headings. The Article and Section headings herein are (or convenience o~ly and shall not affect the construction hereof. SECTION 8.05; Successors and AssIgns. All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether so expressed or, not. SECTION 8.08. SeverablUtf. In case any provision herein shRIl be Invalid, Hlegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not In any way be affected or Impaired thereby. SECTION 8.07. Benefits or Agreement. Nothing herein, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder. 8 - e SECTION 8.08. Entire Agreement. This Agreement and the Ordinance constitute the entire agreemen.t between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between his Agreement and the Ordinance, the Ordinance shall govern. SECTION 8.09. 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 8.10. Termination. This Agreement will terminate on the date of final payment of the principal of and interest. on the Securities to the Holders thereof or may be earlier terminated by either party upon 60 days written notice; provided, however, an early termination of this Agreement by either party shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted and (b) notice has been given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually agree that the effective date of an early termination of this Agreement shall not occur at any time which would disrupt, delay, or otherwise adversely.affect the payment of the Securities. Upon an early termination of this Agreement, the Bank agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The provisions of Section 1.02 and of Article Five' shall survive and remain in full force and effect following the termination of this Agreement. SECTION 8.11. Governing Law: This Agreement shall be construed in accordance wit~ and governed by the laws of the State of Texas. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of day and year first above written. FIRST CITY, TEXAS - HOUSTON, N. A. Houston, Texas By ^-.Q}.),.~.ot)..J..._ ).....1, (J. tl)l.~ Title .CORPORATE TRUST OFFICER A tteit . By Title Address: 1301 Fannin - 21st Floor Houston, Texas 77002 Attest:. . &d By (!/~ '. City. Secretary CITY o~ PORTE,. TE2. BY~ Pfi'1 ~!~ /l-- { - Mayor [ISSUER SEAL] Address: 604 W. Fairmont Parkway La Porte, Texas 77572 9 . '.___' .1 .e. . BKHIBIT-- A e. ~IRsrCI~XR5. FIRST CITY BANOORJ'OIlA11(XII OF TEXAS . Trust P.O. fJox 809 HOU!\lOn, Texas 170m (713) 658-6011 MUNICIPAL PAYING JaM/REGISTRAR SERVICES SCHEDUlE OF FEES CrlY OF LAPORTE OOB, SERIES 1991 Initial Acceptance Per Issue Accepted: (One-Time Fee Payable at Closing) This charge covers carq>lete study and consideration of all usual docuoEnts authorizing and supporting the issuance of bonds, the acceptance of the account: and authentication of th~ bonds. . Armual Administration Per Issue: 1his .charge cover normal adm:lnistrative services per- fOnIEd. It is charged on a semi-annual basis. BoncD101der Account Maintenance Per Account Maintained: Annual Minim.m Per Issue: This charge includes maintaining of addresses of holders, placement and rem:wal to stops, posting of all certificates issued cancelled, furnishing of daily transfer reports, issuance of semi-annual interest checks, and withholding and tax reporting to IRS and bondholder. MLmicipa1 Bond Transfer and Re~istrar Charge per original issuance and registration: Charge per transfer and registration: Retirerent of Bonds For retireme.nt of maturity, or by call as a wilo1e: Per Bond Extraordinary Services $ 750.00 $1,500.00 $ 5.00 $ 200.00 $ $ 1.50 1.75 $ 5.20 . - . ...e e.... Charges for perfm:ming any service not specifically covered in this schedule will be detennined by an appraisal ~f the serVices rendered. Additional C1arges The fees shown in this schedule do not include counsel fees or any other expenses or disbursements. All out-of-pocket expenses such as stationery, binders, checks, forms, printing, and envelopes will be added at cost, to the regular fee for services. Postage, registered mail and insurance charges will be billed in addition to all other fees and charges. Billing AccOlmts are billed on a semi-anmJB.1 basis. Atoounts billed are considered due on receipt. . .' -2- e EXHIBIT B PURCHASE CONTRACT e e e EXHIBIT B $6,430,000 CITY OF LA PORTE General Obligation Refunding Bonds, Series 1991 BOND PURCHASE AGREEMENT May 14, 1991 City Council City of La Porte 604 W. Fairmont Parkway La Porte, Texas 77571 Dear Mayor and Members of the City Council: The undersi~ned (the "Underwriter"), offers to enter into this Bond Purchase A~reement with City of La Porte (the "CIty"). This offer is made subject to the City's acceptance of this Bond Purchase Agreement on or before 9:00 p.m., Central Daylight Savings Time on May, 14, 1991. 1. Purchase and Sale of the Bonds. Upon the terms and conditions and upon the basis of the representations set forth herein, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell and deliver to the Underwriter an aggregate of $6,430,000.00 principal amount of City of La Porte General Obli~ation Refunding.Bonds, Series 1991 (the "Bonds"). The Bonds shall be dated Apnl 15, 1991, shall have the maturities and bear interest at the rate or rates per annum as shown on the cover page of the Official Statement (hereinafter defined), such interest being payable on August 15, 1991, and semiannually thereafter on February 15 and August 15 in each year until maturity or prior redemption. The purchase price for the Bonds shall be $6,396,507.36 (representing the par amount of the Bonds of $6,430,000, less an ori~inal issue dIscount of $2,729.70, less an underwriter's fee of $91,653.22 and plus mterest accrued on the Bonds from their date to the date of the payment for and delivery of the Bonds (the "Closing") of $60,890.28). Exhibit A hereto is the Official Statement, including the cover page and AppendIces thereto, of the Ci!y, dated May 14, 1991, with respect to the Bonds. The Official Statement, includmg the cover page and Appendices thereto, as further amended only in the qlanner hereinafter provided, is hereinafter called the "Official Statement." . e e Delivered to the City herewith is a corporate check of Mason Road Bank, payable to the City, in the amount of $128,600, as security for the performance by the Underwriter of their obligations to accept delivery of and pay for the Bonds at the Closing in accordance with the provisions of this Bond Purchase Agreement. If this offer is accepted by the City, SaId check shall be held by the City uncashed until the Oosing. Concurrently with the delivery of and payment for the Bonds at the Oosing, such check shall be returned uncashed to the Underwriter. In the event the City does not accept this offer, or upon the City's failure to deliver the Bonds at the Closing, or if the conditions to the obligations of the Underwriter contained in this Bond Purchase Agreement shall be unsatisfied (unless waived by the Underwriter), or if such obligations shall be terminated for any reason permitted by this Bond Purchase Agreement, the check shall be immediately returned to the Underwriter. In the event that the Underwriter fails (other than for a reason permitted under this Bond Purchase Agreement) to accept delivery of and pay for the Bonds at the Closing, the check shall be cashed by the City and the City shall retain the amount of the check as full liquidated damages for such failure and for any and all defaults hereunder of the part of the Underwriter, and shall constitute full release and discharge of all claims and rights hereunder of the City against the Underwriters. The Underwriter hereby agrees not to stop or cause payment on said check to be stopped unless the City has breached any of the terms of this Bond Purchase Agreement. 2. Bond Ordinance. The Bonds shall be as described in and shall be issued and secured under the provisions of the Bond Ordinance adopted by the City on May 14, 1991 (the "Bond Ordinance"). The Bonds shall be secured and payable as provided in the Bond Ordinance. 3. Public Offering. It shall be a condition of the obligations of the City to sell and deliver the Bonds to the Underwriter, and of the obligations of the Underwriter to purchase and accept delivery of the Bonds, that the entire principal amount of the Bonds authorized by the Bond Ordinance shall be sold and delivered by the City and accepted and paid for by the Underwriter at the Closing. The Underwriter agrees to make a bona fide public offering of all of the Bonds, at prices not in excess of the initial public offering prices, as set forth on the cover page of the Official Statement, plus interest accrued thereon from the date of the Bonds and confirm in writing to the City the principal amount of each maturity and the corresponding price for each maturity at which the Bonds were sold pursuant to such bona fide public offering. 4. Omcial Statement. The City hereby authorizes the Escrow Agreement, hereinafter defIDed, the Bond Ordinance and the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and sale of the Bonds. The City confirms its consent to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement dated May 6, 1991 (the "Preliminary Official Statement") in connection with the public offering and sale of the Bonds. 5. Representation, Warranties and Agreements of City. On the date hereof, the City represents, warrants and agrees as follows: -2- e e (a) The City is a political subdivision of the State of Texas and has full legal right, power and authority (i) to issue the Bonds and to enter into the escrow agreement described in the Bond Ordinance (the "Escrow Agreement") and this Bond Purchase Agreement, (ii) to authorize and approve the Preliminary Official Statement and the Official Statement and to authorize and approve their distribution by the Underwriter, (Hi) to enter into this Bond Purchase Agreement, (iv) to adopt the Bond Ordinance and to carry out and consummate the actions contemplated thereby, and (v) to carry out and consummate all other transactions contemplated by each of the aforesaid documents; (b) The City has complied, and will be at the date of Closing in compliance, in all material respects, with the Constitution and laws of the State of Texas in connection with the authorization, issuance and sale of the Bonds; (c) By official action of the City prior to or concurrently with the acceptance hereof, the City has duly adopted the Bond Ordinance, has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations contained in the Bonds, the Escrow Agreement and this Bond Purchase Agreement and has duly authorized and approved the performance by the City of its obligations contained in the Bond Ordinance, the Escrow Agreement and in thIS Bond Purchase Agreement; (d) The City is not in breach of or default under any applicable law or adminIstrative regulation of the State of Texas or the United States or any applicable judgment or decree or any loan agreement, note, resolution, agreement or other instrument, except as may be disclosed in the Official Statement, to which the City is a party or is otherwise subject, which would have a material and adverse effect uJ?on the business or financial condition of the City; and the execution and delIvery of the Escrow Agreement and this Bond Purchase Agreement by the City and the execution and delivery of the Bonds and the adoption of the Bond Ordinance by the City and compliance with the provisions of each thereof will not violate or constitute a material breach of or default under any existing law, administrative regulation, judgment, decree or any agreement or other instrument to which the City is a party or, to the knowledge of the City, is otherwise subject; (e) Except for the approval of the Bonds by the Attorney General of Texas and the registration thereof by the Comptroller of Public Accounts of the State of Texas, all approvals, consents and orders of any governmental authority or agency having jurisdiction which approval, consent or order would constitute a condition precedent to the performance by the City of its obligation to issue the Bonds hereunder will have been obtained prior to the Closing; (f) At the time of the City's acceptance hereof the Official Statement does not, and at the time of Closing, the Official Statement will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; -3- . e (g) The audited financial statements of the City contained in the Official Statement present fairly the financial position of the City as of September 30, 1990, and the results of its operations for the year then ended, in conformity with generally accepted accounting principles; (h) Between the date of this Bond Purchase Agreement and Closing, the City will not, without the prior written consent of the Underwriter, issue any additional bonds, notes or other obligations for borrowed money payable in whole or in part from ad valorem taxes, and the City will not incur any material liabilities, direct or contingent, nor will there be any adverse change of a material nature in the financial position of the City; (i) Except as described in the Official Statement, no litigation is pending or, to the knowledge of the City, threatened in any court affecting the corporate existence of the City, the title of its officers to their respective offices, or seeking to restrain or enjoin the issuance or delivery of the Bonds, the levy or the collection of taxes pledged or to be pled~ed to pay the principal of and interest on the Bonds, or in any way contestIng or affecting the issuance, execution, delivery payment, security or validity of the Bonds, or in any way contesting or affecting the validity or enforceability of the Bond Ordinance, the Escrow Agreement, or this Bond Purchase Agreement, or contesting the powers of the City, or any authority for the Bonds, the Bond Ordinance, the Escrow ~reement, or this Bond Purchase Agreement or contesting in any way the completeness, accuracy or fairness of the Preliminary Official Statement or the Official Statement; (j) The City will cooperate with the Underwriter, at the Underwriter's request and expense, in arrangin~ for the qualification of the Bonds for sale and the determination of their elIgibility for investment under the laws of such jurisdictions as the Underwriter designates, and will use its best efforts to continue such qualifications in effect so long as required for distribution of the Bonds; provided, however, that the City will not be required to execute a general consent to service of process or to qualify to do business in connection with any such qualification in any jurisdiction; (k) The description contained in the Official Statement of the Bonds, the Escrow Agreement and the Bond Ordinance accurately reflect the provisions of such Instruments, and the Bonds, when validly executed, authenticated and delivered in accordance with the Bond Ordinance and sold to the Underwriter as provided herein, will be validly issued and outstanding direct obligations of the City entitled to the benefits of, and subject to the limitations contained in, the Bond Ordinance; and (I) If prior to the Closing an event occurs affecting the City which is materially adverse for the purpose for which the Official Statement is to be used and is not disclosed in the Official Statement, the City shall notify the Underwriter, and if in the opinion of the City or the Underwriter such event requires a supplement or amendment to the Official Statement, the City will supplement or amend the Official Statement in a form and in a manner approved by the Underwriter. 6. Closing. At 10:00 A.M., Central Daylight Savings Time, on June 11, 1991 (the "Closing"), or such later time as shall be agreeable to the Underwriter and -4- e e the City, the City will deliver the initial bond or bonds (as defined in the Bond Order) to the Underwriter and, provided the Underwriter shall have given written instructions to the Registrar for the Bonds as hereinafter provided, will have available for immediate exchange the Bond in definitive form, duly executed and authenticated, together with the other documents hereinafter mentioned, and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Paragraph 1 hereof in immediately available funds. Delivery and payment as aforesaid shall be made at the offices of First City, Texas-Houston N.A, in Houston, Texas, or such other place, as shall have been mutually agreed upon by the City and the Underwriter. The Bonds (except for the initial bonds which may be typed) shall be printed or lithographed; shall be prepared and delivered as fully registered bonds in the denominations of $5,000 or any integral multiple thereof; shall be registered in the names as shall be requested by written instructions of the Underwriter to the Registrar for the Bonds at least five business days prior to the Closing; and, if the Underwriter shall so request, shall be made available to the Underwriter at least one business day before the Closing for the l?urpose of inspection in Houston, Texas, or such other place as shall be mutually satisfactory to the City and the Underwriter. 7. Conditions. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the representations and warranties of the City contained herein and to be contained in the documents and instruments to be delivered at the Closing, and upon the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of Closing. Accordingly, the Underwriter's obligations under this Bond Purchase Agreement to purchase and pay for the Bonds shall be subject to the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions: (a) The representations and warranties of the City contained herein shall be true, complete and correct in all material respects on the date hereof and on and as of the date of Closing, as if made on the date of Closing; (b) At the time of the Closing, the Bond Order and the Escrow Agreement shall be in full force and effect, and the Bond Ordinance and the Escrow Agreement shall not have been amended, modified, or supplemented and the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to by the Underwriter; (c) At the time of the Closing, all official actions of the City related to the Bond Ordinance shall be in full force and effect and shall not have been amended, modified or supplemented; (d) The City shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; -5- . . . (e) At or prior to the Closing, the City shall have subscribed to the United States Treasury for the purchase of State and Local Government Treasury Obligations required to be deposited with the Escrow Agent (as hereinafter defined) pursuant to and as defined in the Escrow Agreement and the subscription for the securities to be escrowed shall have been honored by the Bureau of Public Debt of the United States Treasury Department on the Date of Closing; and (f) At or prior to the Closing, the Underwriter shall have received each of the following documents: (1) The Official Statement of the City executed on behalf of the City by the Mayor of the City; (2) The Bond Ordinance certified by the City Secretary under its seal as having been duly adopted by the City and as being in effect, with such changes or amendments as may have been agreed to by the Underwriter; (3) The opinion, dated the date of Closing, of McGinnis, Lochridge & Kilgore, Bond Counsel, in form and substance acceptable to the Underwriter concerning the validity of the Bonds under Texas law and the excludability from gross income, for federal tax purposes, of interest on the Bonds; (4) An opinion or certificate, dated on or J?rior to the date of Closing, of the Attorney General of Texas, approvIng the Bonds as required by law; (5) A certificate, dated the date of Closing, signed by the Mayor of the City in his official capacity, to the effect that (i) the representations and warranties of the City contained herein are true and correct in all material respects on and as of the date of Closing, as if made on the date of closing; (ii) except to the extent disclosed in the Official Statement, no litigation is pending or, to the knowledge of such persons, threatened in any court to restrain or enjoin the issuance or delivery of the Bonds, or the levy or collection of the taxes pledged or to be pledged to pay the principal of and interest on the Bonds, or the pledge thereof, or in any way contesting or affecting the validity of the Bonds, the Bond Ordinance, the Escrow Agreement, or this Bond Purchase Agreement, or contesting the powers of the City or contesting the authorization of the Bonds or the Bond Ordinance, or contesting in any way the accuracy, completeness or fairness of the Preliminary Official Statement or the Official Statement (but in lieu of or in conjunction with such certificate, the Underwriter may, in its sole discretIOn, accept certificates or opinions of counsel of the City that, in his or her opinion, the issues raised in any such pending or threatened litigation are without substance or that the contentions of all plaintiffs therein are without merit); (iii) to the best of his knowledge, no event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any respect; (iv) there has not -6- e . been any material and adverse change in the affairs or financial condition of the City since September 30, 1990 the latest date as to which audited financial information is available; (6) A certificate, dated the date of Closing, of an appropriate official of the City to the effect that, on the basis of the facts, estimates and circumstances in effect on the date of delivery of the Bonds, it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended; (7) A copy of a special report prepared by the independent Certified Public Accountants named in the Official Statement, addressed to the City, Bond Counsel and the Underwriter verifying the arithmetical computations of the adeQ.uacy of the maturing principal and interest on the escrowed securitIes and uninvested cash on hand under the Escrow Agreement to pay, when due, the principal of and interest on the bonds bein~ refunded and the computation of the yield with respect to such seCUrIties and the Bonds; (8) Such additional legal opinions, certificates, instruments and other documents as Bond Counselor the Underwriter may reasonably request to evidence the truth, accuracy and completeness, as of the date hereof and as of the date of Closing, of the City's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance and satisfaction by the District at or prior to the date of Closing of all agreements then to be performed and all conditions then to be satisfied by the City. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed to be in comJ?liance with the provisions hereof if, but only if, they are satisfactory to the Underwnter. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds, as set forth in this Bond Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate, and neither the Underwriter nor the City shall be under further obligation hereunder, except that the respective obligations of the City and the Underwriter set forth in Paragraphs 8 and 10 hereof shall continue in full force and effect. 8. Termination. The Underwriter may terminate its obligation to purchase the Bonds at any time before Closing if any of the following should occur: (a) (i) Legislation shall have been enacted by the Congress of the United States, or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to either House of the Congress by any Committee of such House, or (ii) a decision shall have been rendered by a court established under Article III of the Constitution of the -7- e e United States or by the United States Tax Court, or (Hi) an order, ruling or regulation shall have been issued or proposed by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or any other agency of the United States, or (iv) a release or official statement shall have been Issued by the President of the United States or by the Treasury Department of the United States or by the Internal Revenue Service, the effect of which, in any such case described in clause (i), (ii), (iii), (iv), would be to impose, directly or indirectly, federal income taxation upon interest received on obligations of the general character of the Bonds or upon income of the general character to be derived by the City, other than any imposition of federal income taxes upon interest received on obligations of the general character as the Bonds on the date hereof and other than as disclosed in the Official Statement, in such a manner as in the judgment of the Underwriter would materially impair the marketability reduce the market price of obligations of the general character of the Bonds. (b) Any action shall have been taken by the Securities and Exchange Commission or by a court of competent jurisdiction which would require registration of any security under the Securities Act of 1933, as amended, or qualification of any indenture under the Trust Indenture Act of 1939, as amended, in connection with the public offering of the Bonds, or any action shall have been taken by any court or by any governmental authority of competent jurisdiction suspending the use of the Preliminary Official Statement or the Official Statement or any amendment or supplement thereto, or any proceeding for that purpose shall have been imtiated or threatened in any such court or by any such authority. (c) (i) The Constitution of the State of Texas shall be amended or an amendment shall be proposed, or (ii) legislation shall be enacted, or (iii) a decision shall have been rendered as to matters of Texas law, or (iv) any order, ruling or regulation shall have been issued or proposed by or on behalf of the State of Texas by an official, agency or deJ?artment thereof, affecting the tax status of the City, its property or income, Its bonds (includin~ the Bonds) or the interest thereon, whIch in the judgment of the Underwnter would materially affect the market price of the Bonds. (d) (i) A general suspension of trading in securities shall have occurred on the New York Stock Exchange, or (ii) the United States shall have become engaged in hostilities which have resulted in the declaration, on or after the date of this Bond Purchase Agreement, of a national emergency or war, the effect of which, in either case described in clause (i) and (ii), is, in the judgment of the Underwriter, so material and adverse as to make it impractIcable or inadvisable to proceed with the public offering or the delivery of the Bonds on the terms and in the manner contemplated in this Bond Purchase Agreement and the Official Statement. (e) An event described in Paragraph 5(1) hereof occurs which, in the opinion of the Underwriter, requires a supplement or amendment to the OfficIal Statement and the City Will not cooperate in the preparation and distribution of a supplement or amendment. (f) A general banking moratorium shall have been declared by authorities of the United States, the State of New York or the State of Texas. -8- . . _. . 9. Expenses. (a) At or promptly following the Closing, the City shall pay (and the Underwriter shall be under no obligation to pay), any expenses mcident to the performance of the City's obligations hereunder, mcludmg but not limited to: (i) the cost of the preparation, printing and distribution of the Preliminary Official Statement and the Official Statement (ii) the cost of the preparation and printing of the Bonds; (Hi) the fees and expenses of Bond Counsel to the City; and (iv) Fees and expenses of the Escrow Agent for the refunded bonds; (v) Fees and expenses of the paying agent for the Bonds; (vi) the insurance premium for municipal bond insurance on the bonds; (vii) the fees and disbursements of the Attorney General of Texas and the Ci!y's accountants, advisors, and any other experts or consultants retained by the CIty, including the fee of the independent certified accountants named in the Official Statement for the preparation of the verification report relating to the refunding. (b) The Underwriter shall pay: (i) all advertising expenses in connection with the offering of the Bonds; (ii) the cost of the preparation and printing of all the underwriting documents, including this Bond Purchase Agreement; and (ill) all other expenses incurred by it in connection with its offering and distribution of the Bonds. (c) In the event that the Bonds are not purchased by the Underwriter, except as otherwise permitted in Paragraph 7 hereof, the Underwriter shall be responsible for the payment of all costs and expenses of the City incident to the authorization, issuance and delivery of the Bonds. 10. Notices. Any notice or other communication to be given to the City under this Bond Purchase Agreement may be given by delivering the same in writing at the address for the City set forth above, and any notice or other communication to be ~ven to the Underwriter under this Bond Purchase Agreement may be given by delIvery the same in writing to Masterson Moreland Sauer Whisman, Inc., 333 Clay Street, Suite 4000, Houston, Texas 77002, Attention: Drew K. Masterson. The approval of the Underwriter when required hereunder or the determination of their satisfaction as to any document referred to herein shall be in writing, signed by the Underwriter and delivered to the City. 11. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the City and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have the right hereunder or by virtue hereof. The City's representations, warranties and agreements contained in this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of the Underwriter and (ii) delivery of any payment for the Bonds hereunder; and the City's representation and warranties contained in Paragraph 5 of this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of any termination of this Bond Purchase Agreement. -9- , . -tt ~- 12. Effective Date. This Bond Purchase Agreement shall become effective upon the execution of the acceptance hereof by the Mayor of the City and shall be valid and enforceable as of the time of such acceptance. Very truly yours, ~~~mc Accepted: This 14th day of May, 1991 CITY OF LA PORTE By. ~A~ P' Nffiyor Attest: ..~. ~ Ity ecretary -10- . EXHIBIT C ESCROW AGREEMENT e e e EXHIBIT C ESCROW AGREEMENT THIS ESCROW AGREEMENT, dated as of-June 1, 1991 (herein, together with any amendments or supplements hereto, called the "Agreement") is entered into by and between the CITY OF LA PORTE, TEXAS (herein called the "Issuer") and FIRST CITY, TEXAS - HOUSTON, N. A., Houston, Texas, as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent"). The addresses of the Issuer and the Escrow Agent are shown on Exhibit "A" attached hereto and made a part hereof. WIT N E SSE T H: WHEREAS, the Issuer' heretofore has issued or assumed and there presently remain outstanding the obligations described in Exhibit "B" attached hereto (the "Refunded Obligations"); and WHEREAS, the Refunded Obligations are scheduled to bear interest at such rates and be payable at such times and in such amounts as are set forth in Exhibit "C" attached hereto and made a part hereof; and WHEREAS, when firm banking arrangements have been made for the payment of all principal and interest of the Refunded Obligations when due, then the Refunded Obligations shall no longer be regarcled as outstanding except for the purpose of receiv,ing payment from the funds provided for such purpose; and WHEREAS, Vernon's Ann. Tex. Civ. St. Article 717k, as amended ("Article 717k") authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with any place of payment (paying agent) for any of the Refunded Obligations, and such deposit, if made before such payment dates and in suffi- cient amounts, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Article 717k further authorizes the Issuer to enter into an escrow agreement with any such paying agent for any of the Refunded Obligations with respect to the safekeeping, investment, administration, and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent may agree, provided that such deposits may be invested only in 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, and which may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of principal and interest on the Refunded Obligations when due; and WHEREAS, the Escrow Agent is a paying agent for the Refunded Obligations and this Agreement constitutes an escrow agreement of the kind authorized and required by Article 717k; and e . WHEREAS, Article 717k makes it, the duty of the Escrow Agent to comply with the terms of this Agreement and timely make available to the other places of payment (paying agents) for. the Refunded Obligations the amounts required to provide for the payment of the principal of and interest on such obligations when due, and in accordance with their terms, but solely from the funds, in the manner, and to the extent provided in this Agreement; and WHEREAS, the issuance, sale, and delivery of the "City of La Porte, Texas, General Obligation Refunding Bonds, Series 1991" (the "Refunding Obligations") have been duly authorized to be issued, sold, and delivered partially for the purpose of obtaining the funds required to provide for the payment of the principal of and interest on the Refunded Obligations when due; and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Obligations to the purchasers thereof, certain proceeds of the Refunding Obligations, together with certain other available funds of the Issuer, shall be applied to purchase certain direct obligations of the United States of America hereinafter defined as the "Escrowed Securities" for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance (if needed) in such Escrow Fund; and . . WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable at such times and in such amounts so as to provide money which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on the Refunded Obligations as it accrues and becomes payable and the principal of the Refunded Obligations as it becomes due and payable; and . WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent; and WHEREAS, the Escrow Agent is a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof; NOW, THEREFORE, in consideration of the mutual undertakings, promises, and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective represen ta tives and successors, as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement: 2 tI. . "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means the cash and noncallable United States Treasury obligations described in Exhibit "D" attached to this Agreement. Section 1.02. Other Definitions. The terms "Agreement", "Issuer", "Escrow Agent", "Refunded Obligations", and "Refunding Obligations", when they are used in this Agreement, shall have the meanings assigned to them in the preamble to this Agreement. Section 1.03. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable . law . ARTICLE II DEPOSIT OF FUNDS AND ESCROWED SECURITIES Concurrently with the sale and delivery of the Refunding Obligations the Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the money and Escrowed Se.curities described herein, and the Escrow Agent .shall, upon the receipt thereof, acknowledge such receipt to the Issuer in writing. ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the "City of La Porte, Texas, General Obligation Refunding Bonds Escrow Fund" (the "Escrow Fund"). The Escrow Agent hereby agrees that upon receipt thereof it will deposit to the credit of the Escrow Fund the funds and the Escrowed Securities described in Exhibit "D" attached hereto. Such deposit, all proceeds there- from, and all cash balances from time to time on deposit therein (a) shall be the property of the Escrow Fund, (b) shall be applied only in strict con- formity with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the payment of the principal of, redemption premium, if any, and interest on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.02 hereof. When the final transfers have been made for the payment of such principal of and interest on the Refunded Obligations, any balance then remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. Section 3.02. Payment of Principal and Interest; Money Transmitted to Issuer. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund, the amounts 3 . . required. to pay the principal of, redemption premium, if any, and interest on the Refunded Obligations to their redemption date in the amounts and at the times shown in Exhibit "e" attached hereto. Immediately following such payments the remaining money in the Escrow Fund less the amount specified in Section 7.03 shall be transmitted to the Issuer by the fastest available method. Section 3.03. Sufficiency of Escrow Fund. The Issuer represents that the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide money for transfer to the respective paying agent at the times and in the amounts required to pay the principal of, redemption premium, if any, and interest on the Refunded Obligations on the redemption date all as more fully set forth in Exhibit "E" attached hereto. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by each place of payment (paying agent) for the Refunded Obligations to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from any funds that are lawfully available therefor, additional funds in the amounts require~. to make such payments. Notice of any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04. Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities, and all other as~ets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Es'crowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded Obligations, and a special account thereof shall at all times be maintained on the books of the Escrow Agent. The owners of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof, and all other assets of the Es.crow Fund to which they are entitled as owners of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts, or checks drawn by the Issuer or, except to the extent expressly herein provided, by any paying agent. Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. . 4 e e ARTICLE IV LIMIT A TION ON INVESTMENTS Section 4.01. Investments. (a) Initial Investments. Except for the initial investment of proceeds of the Refunding Obligations in the Escrowed Securities and the reinvestments described in and contemplated by the report covering the Bonds, dated June 11, 1991, of Deloitte 8& Touche (the "Report") which are hereby specifically permitted, and except as in Section 4.01(b) and (c) specifically permitted, neither the Escrow Agent, the Issuer, nor any other entity shall have any right, power, or duty to invest or reinvest any money held hereunder, or to make substitutions of the Escrowed Securities, or to sell, transfer, or otherwise dispose of the Escrowed Securities. (b) Initial Substitution for Escrowed Securities. Concurrently with the sale and delivery of the Refunding Obligations, the Issuer;' at its option, may substitute cash or non-interest bearing direct obligations of the United States Treasury (I.e., Treasury obligations that mature and are payable in a stated amount on the maturity date thereof, and for which there are no. payments other than the payment made on the maturity date) for non-interest bearing Escrowed Securities, if any, listed in Exhibit "D" attached hereto, but only if such cash and/or substituted. non-interest bearing direct obligations of the United States Treasury - (1) are in an amount, and/or mature in an amount, that, together with any cash substituted for such obligations, is equal to or greater than the amount payable on the maturity date of the obligations listed in Exhibit "D" for which such obligation is substituted, and (2) mature on or before the maturity date of the obligation listed in Exhibit "D" for which such obligation is substituted. If any such cash and/or obligations are so substituted for any Escrowed Securities, the Issuer may, at any time thereafter, substitute for such cash and/or obligations the same Escrowed Securities for which such cash and/or obligations originally were substituted. (c) Other Substitutions. At the direction of the Issuer, the Escrow Agent shall redeem all or any part of the Escrowed Securities and reinvest the proceeds thereof, together with all or any part of any cash held in the Escrow Fund, in noncallable direct obligations of the United States of America, provided that the Issuer delivers to the Escrow Agent the following: (1) an opinion by an independent certified public accountant that after such reinvestment the principal amount of substituted securities, together with the interest thereon and any other available cash in the Escrow Fund, will be sufficient to pay, as the same become due in accordance with Exhibit "e" attached hereto, the principal of, redemption premium, if any, and interest on the Refunded Obligations which have not previously been paid, and s e e (2) an unqualified opinion of nationally recognized municipal bond counsel to the effect that (i) such investment will not make the interest on the Refunding Obligations or the Refunded Obligations subject to federal income taxation, and (il) such reinvestment complies with the laws of the State of Texas and with all relevant documents relating to the issuance of the Refunding Obligations and the Refunded Obligations. Section 4.02. Excess Balances. The Escrow Agent may from time to time transfer amounts held in the Escrow Fund to or on the order of the Issuer provided that the Issuer delivers to the Escrow Agent the following: ARTICLE V APPLICATION OF CASH BALANCES Except as provided Sections 3.01, 3.02, 4.01, and 4.02 hereof, no with- drawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund. ARTICLE VI RECORDS AND REPORTS Section 6.01. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations, and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the owners of the Refunded Obligations. Section 6.02. Reports. While this Agreement remains in effect, the Escrow Agent annually shall prepare and send to the Issuer a written report summarizing all transactions relating to the Escrow Fund during the preceding 6 e e year, including, without limitation, credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VII CONCERNING THE PAYING AGENTS AND ESCROW AGENT Section 7.01. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder. Section 7.02. Limitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the principal of a~d interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agent shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer. and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. The Escrow Agent is not a par.ty to the proceedings authorizing the Refunding Obligations or the Refunded Obligations and is not responsible for nor bound by any of the provisions thereof (except as a place of payment and paying agent and/or a Paying Agent/Registrar therefor). In its capacity as Escrow Agent, ~t is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, condition, or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder.. The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect, or default, nor for any loss unless the same shall have been through its negligence or want of good faith. 7 e e Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire" into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, and to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and. in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7 .03. Compensation. (a) At the delivery of the Refunding Obligations, the Issuer shall pay to the Escrow Agent $16,000, the sufficiency of which is hereby acknowledged by the Escrow Agent, (a) as a fee for performing the services hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement and (b) for its services in its capacity as the paying agent for the Refunded Obligations. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder, the Issuer hereby agrees. to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred' by the Escrow Agent in performing such extraordinary services, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claini .or lien against the Escrow Fund for any fees for its services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. (b) In addition, listed on Exhibit F are the names of the paying agents for the Refunded Obligations, which are the places of payment (paying agents) for the Refunded Obligations. The Escrow Agent acknowledges that it has received full payment due each paying agent listed in Exhibit F for providing the services of paying agent and registrar for the Refunded Obligations. The Escrow Agent shall be obligated to make available to such other paying agents for the Refunded Obligations amounts from the Escrow Funds sufficient to pay when due the principal of, redemption premium, if any, and interest on any Refunded Obligations presented to them for payment, and to pay all charges of all paying agents for the Refunded Obligations for such paying agency services. (c) Upon receipt of the aforesaid specific sums stated in this Section 7.03 for Escrow Agent and paying agency fees, expenses, and services, the Escrow Agent shall acknowledge such receipt to the Issuer in writing. 8 e e Section 7.04. Successor Escrow Ae.:ents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for. any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder. In such event the Issuer, by appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the owners of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such owners or by their duly authorized attorneys- in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the owner of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be a corporation organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $5,000,000 and subject to the supervision or examination by Federal or State authority. Any successor Escrow Agent shall execute, acknowledge, and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers, and trusts of the Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers, and duties. The Escrow Agent shall pay over to its successor Escrow Agent a proportional part of the Escrow Agent's fee hereunder. ARTICLE VIII MISCELLANEOUS SectionS. 01. Notice. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed to the Issuer or the Escrow Agent at the address shown on Exhibit "A" attached hereto. The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten days prior notice thereof. Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have 9 e e no further obligations or responsibilities hereunder to the Issuer, the owners of the Refunded Obligations or to any other person or persons in connection with this Agreement. Notwithstanding any change in this Agreement permitted by Section 8.07, no changes to this Agreement may be made which alters the firm banking and financial arrangement for the payment of the Refunded Obligations. .. Section 8.03. Bindina: Aa:reement. This Agreement shall be binding upon the Issuer and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the owners of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives. Section 8.04. Severability. In case anyone or more of the provisions contained in this Agreement shall for any reason be held to be invalid, Illegal or unenforceable in any respect, such invalidity, 111egality or unenforceabiUty shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or 111egal or unenforceable provision had never been contained herein. Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Section 8.07. Chanltes in Altreement Generally Prohibited. This Agreement is made for the benefit of the Issuer and the holders or owners from time to time of the Refunded Obligations, anii it shall not be repealed, revoked, altered, or amended without the written consent of all such holders or owners and the written consent of the Escrow Agent; provided, however, that the Issuer and the Escrow Agent may, without the consent of, or notice to, such holders or owners and as shall not be Inconsistent with the terms and provisions of this Agreement amend this Agreement to cure any ambiguity or formal defect or omission in this Agreement. Notwithstanding the foregoing, this Agreement may not be amended without the prior written consent of any rating agency which has rated the Refunded Obligations and a final copy of any such amendment shall be sent to any such rating agency. Section 8.08. Counterparts. This Agreement may be executed in any number of counterparts, each of which shaH be deemed an original for all purposes, and all counterparts shall together constitute one and the same ins trumen t . EXECUTED as of the date first written above. ATTEST: (!~<.ttd City Secretary, City of La Porte, Texas (SEAL) e e FIRST CITY, TEXAS - HOUSTON, N. A. Houston, Texas By I~JJvA..J..)J. -. I,l w D. ~._f.tA.fl ~i;r:: CllRI'~:~~~:m&tR Name.: RICHARD R. r.."~T\~RIGIIf- Title. ASSISTAf;';;: :t.~ IJUESIDENT (SEAL) & TRUST UFFICER ESCROW AGREEMENT EXECUTION PAGE 11 e e EXHIBIT "A" ADDRESSES OF THE ISSUER AND ESCROW AGENT ISSUER City of La Porte, Texas 604 West Fairmont Parkway La Porte, TX 77571 Attention: City Manager ESCROW AGENT First City, Texas - Houston, N.A. 1301 Fannin Houston, TX 77002 Attention: Corporate Trust Department A-l e e EXHIBIT "B" DESCRIPTION OF THE REFUNDED OBLIGATIONS City of La Porte, Texas, General Obligation and Refunding Bonds, Series 1980 College View Municipal Utility District Waterworks and Sewer System Combination Tax and Revenue Bonds, Series 1984 City of La Porte, Texas, General Obligation Bonds, Series 1985 B-1 $1,575,000 $1,750,000 $2,500,000 . e EXHIBIT "c" DEBT SERVICE REQUIREMENTS OF THE REFUNDED OBLIGATIONS ................................. COMBINED OUTSTANDING DEBT SERVICE ......................................................---................... TOTAL ESCRDYED DAlE PRINCIPAL INIERESI DEBT SERVICE DEBT SERVICE .....---......................---....-...................................... "-Jun-9' 01-Aug-91 $62,437.50 162,437.50 11,637.437.50 1S-A\Ili-91 79,62S.00 79.62S.00 79.625.00 1S-Sep-91 11S,OOO.OO 115.000.00 115.000_00 01-'eb-92 62,437.50 62.437.50 1S-reb-92 79,625.00 79,62S.00 79,625.00 1S-M8r-92 11S,OOO.OO 11S.000.00 115.000_00 01 -Aug-92 62,437.50 62.437.50 15-Aug-92 79,625.00 79.62S.00 79.625_00 15-Sep-92 115,000.00 115,000.00 115,000.00 01-'eb-93 62,437.50 62.437.50 15-'eb-93 79,625.00 79,625.00 79,625.00 15-Mer-93 11S,OOO.OO 115,000.00 115,000.00 01 -Aug-93 62,437.50 62.437.50 15-Aug-93 79,625.00 79,625.00 79,62'.00 15-Sep-93 115,000.00 115,000.00 11S,OOO.OO 01 -reb-94 $2S0.000.00 62,437.50 312,437.50 1S-'eb-94 79,625.00 79,625.00 1,829,625.00 1S-M8r-94 115,000.00 115,000.00 115,000.00 01-Aug-94 53,062.50 53,062.50 15-Aug-94 79,625.00 79,625.00 15-Sep-94 115,000.00 115,000.00 "',000.00 01-'eb-95 250,000.00 53,062.50 303,062.50 15-'eb-95 175,000.00 79,625.00 254,625.00 15-M8r-95 115,000.00 115,000.00 2,61S,OOO.00 01-A\Ili-95 43,687.50 43,687.50 15-Aug-95 71,925.00 71,925.00 1'-Sep-95 115,000.00 115,000.00 01-Feb-96 250,000.00 43,687.50 293,687.50 15-Feb-96 175,000.00 71,925.00 246,925.00 15-M8r-96 250,000.00 . 115,000.00 36S,OOO.00 01-Aug-96 33,687.50 33,687.50 1S-Au9.96 ~,137.S0 ~,137.S0 15-Sep-96 103,7S0.00 103,750.00 01-reb-97 275.000.00 33,687.50 308,687.50 "-'eb-97 175,000.00 ~,137 .50 239,137.50 15-M8r-97 250,000.00 103,750.00 353,750.00 01 -Aug-97 22,687.50 22,687.'0 15-Aug-97 56,262.50 56,262.'0 15-Sep-97 92,312.50 92,312.50 01-Feb-98 275,000.00 22,687.50 297,687.50 15-'eb-98 175,000.00 56,262.50 231,262.50 "-M8r-98 250,000.00 92,312.'0 342,312.'0 01-Aug-98 ",343.75 .11 ,343.75 "-Aug-98 48,300.00 48,300.00 15-Sep-98 80,750.00 80,750.00 01-reb-99 275,000.00 11 ,343. 75 286,343.75 "-'eb-99 17',000.00 48,300.00 223,300.00 "-MBr-99 2'0,000.00 80,750.00 3]0.750.00 01-Aug-99 "-Aug-99 40,250.00 40,250.00 C-l e ....----...----.-----.....-...... COHBINED OUTSTANDING DEBT SERVICE e .....-.-...._.-................-....~._..-................................... DATE PRINCIPAL INtEREST TOTAL ESCR~D DEBT SERVICE DEBT SERVICE .....---.....--.....................---........--......----................. lS-Sep-99 lS-Feb-2000 lS-Mer.2000 lS-Aug-2000 lS-Sep-2000 15-Feb-2001 lS-Mer-2001 lS-Aug-2001 lS-Sep-2001 lS-Feb-2002 lS-Mer-2002 lS-Aug.2002 lS-Sep-2002 lS-Feb-2003 15-Mar.2003 lS-Aug-2003 lS-Sep-2003 15-Feb-2004 15-Mer-2004 1S-Aug-2004 15-Sep-2004 1S-Mer.200S lS-Sep-2005 0.00 175.000.00 250,000.00 0.00 0.00 175.000.00 250,000.00 0.00 0.00 175.000.00 250,000.00 0.00 0.00 175,000.00 250,000.00 0.00 0.00 175.000.00 250,000.00 0.00 0.00 250.000.00 0.00 69.000.00 40.250.00 69.000.00 32.112.50 57.125.00 32.112.50 57.125.00 23.975.00 45.2S0.00 23.975.00 4S.2S0.00 15.750.00 33.250.00 15.750.00 33.250.00 7.525.00 21.2S0.00 7.525.00 21,2S0.00 0.00 10.625.00 10.625.00 0.00 69.000.00 215.250.00 319.000.00 32.112.50 57.125.00 207.112.50 307.125.00 23,975.00 45,2S0.00 198.975.00 295.250.00 15,750.00 33.2S0.00 190.750.00 283.2S0.00 7,525.00 21.250.00 182.52S.00 271,250.00 0.00 10.62S.00 260,625.00 0.00 .....----..-......--................--.................--................... TOTAL 15.825.000.00 14.237.662.50110.062.662.50 '7.285,187.50 ......=....e.e....B.................~....................................... C-2 . e .....---............................ REFUNDED DEBT SERVICE . SERIES 1980 ............................................................................................ DATE PRINCIPAL courON INTEREST TOTAL DEBT SERVICE ESCRMD : DEBT SERVICE .......-..._._.....--_..__..........~~-_..................................................... 1t-Jun-91 O'-Aug-9' 162,437.50 162,437.50 It.637.437.50 01-Fl!b-92 62,437.50 62,437.50 01-Aug-92 62,437.50 62,437.50 01-Fl!b-93 62,437.50 62.437.50 O'-Aug-93 62,437.50 62,437.50 01-Fl!b-94 1250,000.00 7.5001 62,437.50 312,437.50 01 -Aug-94 53,062.50 53,062.50 O'-hb-95 250,000.00 7.5001 53,062.50 303,062.50 01-lIug-95 43,687.50 43,687.50 01-hb-96 250.000.00 8.0001 43,687.50 293.687.50 01-Aug-96 33,687.50 33,687.50 01-hb-97 275,000.00 8.0001 33,687.50 308,687.50 O'-lIug-97 22,687.50 22,687.50 01-hb-98 275,000.00 8.2501 22,687.50 297, 687. SO 01-Aug-98 ",343.75 ",343.75 O'-hb-99 275,000.00 8.2501 11,343.75 286,343.75 01-Aug-99 .....---............---..............---.........-........................................... TorAl ",575,000.00 1703,562.50 12,278,562.50 ",637.437.50 ....::::....:.=:s::=...............====~e==..~..=......~=s.................................. ...-.-...----------......-....... DEBT SERVICE TO CAll . SERIES 1980 ....-.............-.....................................-................_...~.............. .....--....-................................................................................ DATE M"TURlNG PRINCIPAL (1) INTEREST (1) . PRINCIPAL TO CAll CAll PREHnJM (2) ESCRMD DEB' IERVICE .....-............-................---.............-.-.--................................... 11-Jun-9' 01-Aug-91 S62,437.50 S1,575,000.00 11.637.437.50 ...e=B=....e...e==..................====.................................................... TOTAL S62,437.50 S1,575,OOO.00 11.637.437.50 C-3 e e REFUNDED DEBT SERVICE . SERIES 1984 __._e................__._.....___.......__............__.......................-......-..... TOTAL ESCROWED DATE PRINCIPAL COOPON INTEREST DEBT SERVICE I DEBT SERVICE ...............--.................---............-.......................................... 11-Jun-91 15-Aug-91 579,625.00 179,625.00 15'Feb-92 79,625.00 79,625.00 15-Aug-92 79,625.00 79,625.00 15-Feb-93 79,625.00 79,625.00 15-Aug-93 79,625.00 79,625.00 15-Feb-94 79,625.00 79,625.00 15-Aug-94 79,625.00 79,625.00 15-Feb-95 '175,000.00 8.800X 79,625.00 254,625.00 15-Aug-95 71,925.00 71,925.00 15-Feb-96 175,000.00 8.900X 71,925.00 246,925.00 15-Aug-96 64,137.50 64,137 .50 15-Feb-97 17,5,000.00 9.000X 64,137.50 239,137.50 15-Aug-97 56,262.50 56,262.50 15-Feb-98 175,000.00 9.1001 56,262.50 231,262.50 15-Aug-98 48,300.00 48,300.00 15-Feb-99 175,000.00 9.2001 48,300.00 223,300.00 15-Aug-99 40,250.00 40,250.00 15-Feb-2000 175,000.00 9.3001 40,250.00 215,250.00 15-Aug-2000 32,112.50 3Z,112.50 15'Feb-2001 175,000.00 9.300X 32,112.50 207,112.50 15-Aug-2001 23,975.00 23,975.00 15-Feb-2002 175,000.00 9.400" 23,975.00 198,975.00 15.Aug-2002 15,750.00 15,750~00 15-Feb-2003 175,000.00 9.400X 15,750.00 190,750.00 15-Aug-2003 7,525.00 7,525.00 15-Feb-2004 175,000.00 8.6001 7,525.00 182,525.00 15-Aug-2004 179,625.00 79,625.00 79,625.00 79,625.00 79,625.00 1,829,625.00 \ TOTAL ",750,000.00 ...--.-----......-----.............---.-........--.......................................... 51,357,475.00 53,107,475.00 S2,227,750.00 .==:===:===:~:=:====.=.s......==..=====.es===e=zB......e.................................... --..------.-.....--.......--....-- DEBT SERVICE TO CAll . SERIES 1984 _..__._..~..__._-.._..__.-..........--...................................................... DATE "ATURING PRINCIPAL (1J PRINCIPAL TO CAll CAll PREMIUM (2) INIEREST (1) ...........--......-........................................................................ ESCROWED DElT SERVICE "'Jun-91 15-Aug-91 15-Feb-92 15-Aug-92 15-Feb-93 15-Aug-93 15-Feb-94 579,625.00 79,625.00 79,625.00 79,625.00 79,625.00 79,625.00 ",750,000.00 179,625.00 7'9,625.00 79,625.00 79,625.00 79,625.00 1,829,625.00 TOTAL S477,750.00 51,750,000.00 ......---................................-...............--................................. S2,227,750.00 ...esees..aes.=e..e................e~.=.......e............................................. C-4 e e ....--.............................. REFUNDED DEBT SERVICE . SERIES 1985 ............................................................................................ TOTAL ESCROIIED DATE PRINCIPAL . COUPON INTEREST DEBT SERVICE DEBT SERVICE I .........---.....-.......................................................................... "-Jun-9' 15-Sep-91 "15,000.00 1115,000.00 '115,000.00 15 -"8,.-92 115,000.00 115.000.00 115.000.00 15-Sep-92 115,000.00 115,000.00 115.000.00 15-"n,.-93 115,000.00 115,000.00 115.000.00 15-Sep-93 115,000.00 115,000.00 115,000.00 15-"8,.-94 115,000.00 115,000.00 115,000.00 15-Sep-94 115,000.00 115,000.00 115,000.00 15-"8,.-95 115,000.00 115,000.00 2,615,000.00 15-Sep-95 115,000.00 115,000.00 15-"8,.-96 '250,000.00 9.0001 115.000.00 365.000.00 15-Sep-96 103.750.00 103,750.00 15-M8r-97 250,000.00 9.1501 103.750.00 353.750.00 15-Sep-97 92,312.50 92,312;50 15-M8r-98 250.000.00 9.2501 92,312.50 342.312.50 15-Sep-98 80.750.00 80.750.00 15-M8r-99 250,000.00 9.4001 80,750.00 330,750.00 15-Sep-99 69,000.00 69.000.00 15-"8r-2000 250.000.00 9.5001 69,000.00 319.000.00 15-Sep-2000 57,125.00 .57,125.00 15-M8r-2001 250,000.00 9.5001 57,125.00 307,125.00 15-Sep-2001 45.250.00 45.250.00 15-M8r-2002 250.000.00 9.6001 45,250.00 295.250.00 15-Sep-2002 33,250.00 33.250.00 15-M8r-2003 250,000.00 9.6001 33,250.00 283.250.00 15-Sep-2003 21.250.00 21,250.00 15-Mer-20D4 250.000.00 8.5001 21,250.00 271,250.00 15-Sep-2004 10,625.00 10.625.00 15-Mer-2005 250.000.00 8.5001 10,625.00 260,625.00 15-Sep-2005 ....._-_.....~...--~..__.......-................-........................................... TOTAL S2,500.000.00 S2.176,625.00 14.676.625.00 13,420,000.00 ...sBe.....ses~.e:e.................~B.e.................................................... DEB' SERVICE TO CAll . SERIES 1985 ............................................................................................ DATE "A TURI NG PRINCIPAL (1) INTEREST (1) PRINCIPAL TO CAll CAll PREMIUM (2) ESCRCNED DElT SERVICE ............................................................................................ 11-Jun-91 15-Scp-91 15-Mnr-92 15-Sep-92 15-M8r-93 15-Sep-93 15-M8r-94 15.Sep.94 15-Mer-95 S115,000.00 115,000.00 115,000.00 115,000.00 115,000.00 115,000.00 115,000.00 115.000.00 12,500,000.00 1115,000.00 115.000.00 115,000.00 115.000.00 115.000.00 115.000.00 115,000.00 2,615,000.00 ....................................~....................................................... TOTAL S920,000.00 S2.500,000.00 13,420.000.00 ................=........................................................................... C-5 e e EXHIBIT "D" ESCROW DEPOSIT I. CASH $38.20 II. GOVERNMENTAL OBLIGATIONS - UNITED STATES TREASURY SECURITIES State and Local Government Series DATE PRINCIPAL COOPON INtEREST SLGS CASH FUN 'RESENT VALUE SLGS CASH FUll AT 6.3215081 -----.......--....---........................ .........-----............................................................................... 11-Jun-91 01 -Aug-91 S1,637,500.00 11,637,500.00 11,623,406.49 15-Aug-91 59,400.00 S20,206.31 79,606.31 78,7.30.38 15-Sep-91 69,700.00 45,222.83 114,922.83 113,070.35 15-Feb-92 23,400.00 56,266.81 79,666.81 76,376.15 15-Mer-92 28,300.00 86,677.10 114,977.10 109,657.73 15-Aug-92 23,400.00 56,266.81 79,666.81 74,036.05 15-Sep-92 28,300.00 86,677.10 114,977.10 106,297.92 15-Feb-93 23,400.00 56,266.81 79,666.81 71,767.65 15-Mer-93 28,300.00 86,6n.10 114,9n.10 103,041.04 15-Aug-93 23,300.00 56,266.81 79,566;81 69,481.43 15-Sep-93 28,400.00 86,677.10 115,on .10 99,970.83 15-Feb-94 1,773,300.00 6.346X' 56,266.81 1,829,566.81 . 1,548,71 1 .70 15-Mer-94 28,400.00 6.600X 86,677.10 115,077.10 96,907.81 15-Sep-94 29,200.00 6.700X 85,739.90 114,939.90 93,826.65 15-Mer-95 2,530,200.00 6.7001 84,761.70 2,614,961.70 2,069,217.81 .....-----.--...------...........--------....---.-....---.......--.......................... TOTAL S6,334,500.00 S950,650.29 17,285,150.29 16,334,500.00 ~.===.B........~...................=====.....a=.......as.................................... D-l e e EXHIBIT "E" ESCROW FUND CASH FLOW SLGS CASH fLOW EStAO\IED DE" SEAYI tE ENDING 'ALANCE DA IE ...................-......................................... "-Jun-9' 138.20 01-A",-91 1',637,500.DO 11,637,437.50 100.70 15-A",-91 79,606.31 79,625.00 12.01 15-Sep-91 114,922.83 115,000.00 4.84 15-hb-92 79,666.81 79,625.00 46.65 15-Mer.92 114,977.10 115,000.00 23.75 15.Aug-92 79,666.81 79,625.00 65.56 15.Sep-92 114,977.10 115,000.00 42.66 15-feb-93 79,666.81 79,625.00 84.47 15.Mlr.93 114,977.10 115,000.00 61.57 15-Aug-93 79,566.81 79,625.00 3.38 15-Sep.93 115,077.10 115,000.00 80.48 15-reb-94 1,829,566.81 1,829,625.00 22.29 15-Mlr.94 . 115,077.10 115,000.00 99 . 39 15-Sep.94 114,939.90 115,000.00 39.29 15-Mlr-95 2,614,961.70 2,615,000.00 0.99 ............................................................. TOTAL $7,285,150.29 $7,285,187.50 1~.99 ............................................................. E-l . EXHIBIT "F" e PAYING AGENTS FOR REFUNDED OBLIGATIONS Refunded Obli~tion City of La Porte, Texas, General Obligation and Refunding Bonds, Series 1980 College View Municipal Utility District Waterworks and Sewer System Combination Tax and Revenue Bonds, Series 1984 City of La Porte, Texas, General Obligation Bonds, Series 1985 F-l Payine; Ae;ent(s) Bayshore National Bank, La Porte, Texas or First City Bank of La Porte, La Porte, Texas (now La Porte State Bank) First City National Bank of Houston, Houston, Texas (now First City, Texas - Houston, N .A.) First City National Bank of Houston, Houston, Texas (now First City, Texas - Houston, N.A.) e EXHIBIT D REDEMPTION NOTICES e e e EXHIBIT D NOTICE OF PRIOR REDEMPTION To the Holders of THE FOLLOWING NAMED SERIES OF CITY OF LA PORTE, TEXAS, GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 1980 NOTICE IS HEREBY GIVEN that City of La Porte, Texas, (the "Issuer") has called for redemption on the date below, the following described outstanding General Obligation and Refunding Bonds (the "Bonds") of the Issuer as follows: SERIES 1980, DATED AUGUST 1, 1980, ON AUGUST 1, 1991, AT PAR MATURITY DATES (AUGUST) 1994 1995 1996 1997 1998 1999 PRINCIPAL AMOUNT $250,000 250,000 250,000 275,000 275,000 275,000 CUSIP NOS. · 504084GP3 504084GQ1 504084GR9 504084GS7 504084GT5 504084GU2 NOTICE IS FURTHER' GIVEN that due and proper arrange- ments have been made for providing Bayshore National Bank, La Porte, Texas, the Paying Agent for the Bonds called for redemption, with funds sufficient to pay the redemption price of the Bonds equal to the principal amount of the Bonds and the interest thereon to the redemption date. In the event the Bonds, or any of them are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. If due provision for the payment of the redemption price is made, then the Bonds automatically shall be deemed to have been redeemed prior to their scheduled maturity, and they shall not bear interest after the redemption date, and they shall not be regarded as being outstanding except for the right of the owner thereof to receive the redemption price from the Paying Agent. THIS NOTICE is issued and given pursuant to the redemp- tion provIsIons in the proceedings authorizing the issuance of the Bonds and in accordance with the recitals and provisions of each of the Bonds. D-l e e NOTICE IS FURTHER GIVEN THAT the Bonds will be payable at and should be submitted either in person or by certified or registered mail to the following, address: Bayshore National Bank 1001 Highway 146 South La Porte, Texas 77571 (in person) OR P.O. Box 998 La Porte, TX 77572-0998 (by mail) EXECUTED UNDER MY HAND and seal of office this June 11, 1991. /s/ Norman Malone Mayor, La Porte, Texas IMPORTANT NOTICE: IN COMPLIANCE WITH THE INTEREST AND DIVIDEND COMPLIANCE ACT OF 1983, PAYING AGENTS ARE REQUIRED TO WITHHOLD 20% OF GROSS PAYMENTS TO BONDHOLDERS WHO FAIL TO PROVIDE A VALID TAXPAYER IDENTIFICATION NUMBER ON OR BEFORE THE DATE UPON WHICH BONDS ARE PRESENTED FOR PAYMENT. BONDHOLDERS ARE ADDITIONALLY SUBJECT TO A PENALTY OF $50.00. FOR FAILURE TO PROVIDE SUCH NUMBER. PLEASE PROVIDE A TAXPAYER IDENTIFICATION NUMBER WHEN PRESENTING BONDS FOR REDEMPTION, AND PLEASE SUBMIT WITH SUCH SECURITIES A SUBSTITUTE FORM W-9 TO AVOID THIS WITHHOLDING FROM YOUR PAYMENT. Any questions regarding this notice may be addressed to (713) 471-4400. BA YSHORE NATIONAL BANK, AS ESCROW AGENT . The above referenced CUSIP numbers are provided for the convenience of the Bondholders. Neither the Paying Agent, the Escrow Agent, nor the Issuer are responsible for any error of any nature relating to CUSIP numbers. D-2 e NOTICE OF PRIOR REDEMPTION e To the Holders of THE FOLLOWING NAMED SERIES OF COLLEGE VIEW MUNICIPAL UTILITY DISTRICT WATERWORKS AND SEWER SYSTEM COMBINATION TAX AND REVENUE BONDS, SERIES 1984 NOTICE IS HEREBY GIVEN that City of La Porte, Texas (the "Issuer") has called for redemption on the date described below, the following described outstanding Combination Tax and Revenue Bonds (the "Bonds") assumed by the Issuer as follows: SERIES 1984, DATED FEBRUARY 15, 1984, ON FEBRUARY 15, 1994, AT PAR MATURITY DATES (AUGUST) 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 PRINCIPAL AMOUNT ~175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 175,000 CUSIP NOS. · 194518CKO 194518CL8 194518CM6 194518CN4 194518CP9 194518CQ7 194518CR5 194518CS3 194518CTl 194518CU8 NOTICE IS FURTHER GIVEN that due and proper arrange- ments have been made for providing First City, Texas - Houston, N .A. of Houston, Texas, the Paying Agent for the Bonds called for redemption, with funds sufficient to pay the redemption price of the Bonds equal to the principal amount of the Bonds and the interest thereon to the redemption date. In the event the Bonds, or any of them are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. If due provision for the payment of the redemption price is made, then the Bonds automatically shall be deemed to have been redeemed prior to their scheduled maturity, and they shall not bear interest after the redemption date, and they shall not be regarded as being outstanding except for the right of the owner thereof to receive the redemption price from the Paying Agent. THIS NOTICE is issued and given pursuant to the redemp- tion provisions in the proceedings authorizing the issuance of the Bonds and in accordance with the recitals and provisions of each of the Bonds. D-3 e e NOTICE IS FURTHER GIVEN THAT the Bonds will be payable at and should be submitted either in person or by certified or registered mail to the following address: ' First City, Texas - Houston, N. A. Attn: Redemption Department/Corporate Trust 1301 Fannin, Suite 2215 Houston, TX 77002 (in person) OR P.O. Box 3856 Houston, TX 77253 (by mail) EXECUTED UNDER MY HAND and seal of office this June 11, 1991. / s / Norman Malone Mayor, La Porte, Texas IMPORTANT NOTICE: IN COMPLIANCE WITH THE INTEREST AND DIVIDEND COMPLIANCE ACT OF 1983, PAYING AGENTS ARE REQUIRED TO WITHHOLD 20% OF GROSS PAYMENTS TO BONDHOLDERS WHO FAIL TO PROVIDE A VALID TAXPAYER IDENTIFICATION NUMBER ON OR BEFORE THE DATE UPON WHICH BONDS ARE PRESENTED FOR PAYMENT. BONDHOLDERS ARE ADDITIONALLY SUBJECT TO A PENALTY OF $50.00 FOR FAILURE TO PROVIDE SUCH NUMBER. PLEASE PROVIDE A TAXPAYER IDENTIFICATION NUMBER WHEN PRESENTING BONDS FOR REDEMPTION, AND PLEASE SUBMIT WITH SUCH SECURITIES A' SUBSTITUTE FORM W-9 TO AVOID THIS WITHHOLDING FROM YOUR PAYMENT. Any questions regarding this notice may be addressed to (713) 658-7641. FIRST CITY, TEXAS - HOUSTON, N. A. , AS ESCROW AGENT . The above referenced CUSIP numbers are provided for the convenience of the Bondholders. Neither the Paying Agent, the Escrow Agent, nor the Issuer are responsible for any error of any nature relating to CUSIP numbers. D-4 . NOTICE OF PRIOR REDEMPTION e To the Holders of THE FOLLOWING NAMED SERIES OF CITY OF LA PORTE, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1985 NOTICE IS HEREBY GIVEN that City of La Porte, Texas, a political subdivision of the State of Texas (the "Issuer") has called for redemption on the date described below, the following described outstanding General Obligation Bonds (the "Bonds") of the Issuer as follows: SERIES 1985, DATED SEPTEMBER 15, 1985, ON MARCH 15, 1995, AT PAR MATURITY DATES (AUGUST) 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 PRINCIPAL AMOUNT ~250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 CUSIP NO. · 504084HR8 504084HS6 504084HT4 504084HU1 504084HV9 504084HW7 504084HX5 504084HY3 504084HZO 504084JA3 NOTICE IS FURTHER .GIVEN that due and proper arrange- ments have been made for providing First City, Texas - Houston, N .A. of Houston, Texas, the Paying Agent for the Bonds called for redemption, with funds sufficient to pay the redemption price of the Bonds equal to the principal amount of the Bonds and the interest thereon to the redemption date. In the event the Bonds, or any of them are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. If due provision for the payment of the redemption price is made, then the Bonds automatically shall be deemed to have been redeemed prior to their scheduled maturity, and they shall not bear interest after the redemption date, and they shall not be regarded as being outstanding except for the right of the owner thereof to receive the redemption price from the Paying Agent. THIS NOTICE is issued and given pursuant to the redemp- tion provisions in the proceedings authorizing the issuance of the Bonds and in accordance with the recitals and provisions of each of the Bonds. D-5 e. . NOTICE IS FURTHER GIVEN THAT the Bonds will be payable at and should be submitted either in person or by certified or registered mail to the following' address: First City, Texas - Houston, N.A. Attn: Redemption Department/Corporate Trust 1301 Fannin, Suite 2215 Houston, TX 77002 (in person) OR P.O. Box 3856 Houston, TX 77253 (by mail) EXECUTED UNDER MY HAND and seal of office this June 11, 1991. /s/ Norman Malone Mayor, La Porte, Texas IMPORTANT NOTICE: IN COMPLIANCE WITH THE INTEREST AND DIVIDEND COMPLIANCE ACT OF 1983, PAYING AGENTS ARE REQUIRED TO WITHHOLD 20% OF GROSS PAYMENTS TO BONDHOLDERS WHO FAIL TO PROVIDE A .VALID TAXPAYER IDENTIFICATION NUMBER ON OR BEFORE THE DATE UPON WHICH BONDS ARE PRESENTED FOR PAYMENT. BONDHOLDERS ARE ADDITIONALLY SUBJECT TO A PENALTY OF $50.00 FOR FAILURE TO PROVIDE SUCH NUMBER. PLEASE PROVIDE A TAXPAYER IDENTIFICATION NUMBER WHEN PRESENTING BONDS FOR REDEMPTION, AND PLEASE SUBMIT WITH SUCH SECURITIES A' SUBSTITUTE FORM W-9 TO AVOID THIS WITHHOLDING FROM YOUR PAYMENT. Any questions regarding this notice may be addressed to (713) 658-7641. FIRST CITY, TEXAS - HOUSTON, N. A. , AS ESCROW AGENT . The above referenced CUSIP numbers are provided for the convenience of the Bondholders. Neither the Paying Agent, the Escrow Agent, nor the Issuer are responsible for any error of any nature relating to CUSIP numbers. D-6