HomeMy WebLinkAboutO-2010-3233 Certificates of Obligation Series 2010 and General Obligation Refunding Bonds- )nl v ---
ORDINANCE NO. 3233
-- AN ORDINANCE CONSENTING TO A PROPOSED BOND RESOLUTION
AND CONTINUING DISCLOSURE AGREEMENT
TO BE ADOPTED BY THE
— LA PORTE AREA WATER AUTHORITY
WHEREAS, the Board of Directors of the La Porte Area Water Authority (the
"Authority") has informed the City Council of the City of La Porte, Texas (the "City") that the
Authority desires to issue and sell its Contract Revenue Refunding Bonds, Series 2010, in the
aggregate principal amount not to exceed $4,500,000 (the "Bonds") in order to refund and
defease its Contract Revenue Refunding Bonds, Series 1999, for the purpose of achieving debt
— service savings; and
WHEREAS, the City has entered into a Water Supply Contract, dated as of November
23, 1987, as amended July 24, 2000 (the "Contract") with the Authority which allows the City to
purchase treated water from the Authority; and
— WHEREAS, the Authority has delivered to the City pursuant to Section 3.02 of the
Contract the proposed bond resolution attached hereto as Exhibit A (the "Bond Resolution") and
a schedule containing an estimate of the amounts described in such Section 3.02, attached hereto
-- as Exhibit B;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
-- OF MORGAN'S POINT, TEXAS:
Section 1. That the City Council of the City hereby consents, pursuant to Section
3.03 of the contract, to the adoption by the Authority of the Bond Resolution and the execution
by the City of the Continuing Disclosure Agreement substantially in the form attached hereto as
Exhibit C.
Section 2. That all filing, notice or time requirements or other conditions precedent to
the adoption of this Ordinance and the approval of the Bond Resolution are hereby waived and
the adoption of this Ordinance shall be all the action necessary for the City to consent and
approve the issuance of the Bonds by the Authority.
._ Section 3. That if any section, sentence, phrase, clause or any part of any section,
sentence, phrase or clause of this Ordinance shall for any reason be held invalid, such invalidity
shall not affect the remaining portions of the Ordinance, and it is hereby declared to be the
— intention of the City Council to have passed each section, sentence, phrase or clause, or part
thereof, irrespective of the fact that any other section, sentence, phrase or clause, or part thereof,
may be declared invalid.
Section 4. That the City Council hereby officially finds, determines, recites and
declares that sufficient written notice of the date, hour, place and subject matter of this meeting
�- of the City Council was posted at a place convenient to the public at the City Hall of the City for
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the time required by law preceding this meeting, as required by the Open Meetings Act, Chapter
551, Texas Government Code, as amended, and that this meeting has been open to the public as
required by law at all times during which this Ordinance and the subject matter thereof has been
discussed, considered and formally acted upon. The City Council further ratifies, approves and
confirms such written notice and the contents and posting thereof.
Section 5. That this Ordinance shall take effect and be in full force immediately upon
and after its adoption.
PASSED AND APPROVED THIS /&1y day of , 2010.
-- CITY OF LA PORTE, TEXAS
By:
a or
ATTEST:
By. d'!e
City Secretary
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EXHIBIT A
BOND RESOLUTION
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EXHIBIT B
ESTIMATE OF AMOUNTS PAYABLE
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EXHIBIT C
CONTINUING DISCLOSURE UNDERTAKING
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CONTINUING DISCLOSURE AGREEMENT
La Porte Area Water Authority
Contract Revenue Refunding Bonds
Series 2010
THIS CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement"),
dated as of May 13, 2010 (this "Disclosure Agreement"), is executed and delivered by the City
of La Porte, Texas (the "City"), and the La Porte Area Water Authority (the "Authority") in
connection with the issuance by the Authority of its Contract Revenue Refunding Bonds, Series
2010. The City, the Dissemination Agent and the Trustee covenant and agree as follows:
Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is
being executed and delivered by the City and the Authority for the benefit of the Holders and
Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in
complying with, and constitutes the written undertaking of the City for the benefit of the
Bondholders required by, Section (b)(5)(1) of Securities and Exchange Commission Rule 15c2-
12 under the Securities Exchange Act of 1934, as amended (17 C.F.R. § 240.15c2-12) (the
"Rule").
The City, as an "obligated person" within the meaning of the Rule, undertakes to provide
the following information as provided in this Disclosure Agreement:
(1) Annual Financial Information.
Section 2. Definitions. In addition to the definitions set forth in the Trust Indenture,
which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined
in this Section, the following capitalized terms shall have the following meanings:
"Annual Financial Information " means, in the case of the City, the financial information
or operating data, provided at least annually, of the type included in Exhibit A hereto, which
Annual Financial Infonnation may, but is not required to, be audited. Annual Financial
Information shall be prepared in accordance with Generally Accepted Accounting Principals.
"Beneficial Owners " means any person who has the power, directly or indirectly, to vote
or consent with respect to, or to dispose of ownership of, any Bonds, including persons holding
Bonds through nominees or depositories.
"Holders " means either the registered owners of the Bonds, or, if the Bonds are
registered in the name of The Depository Trust Company or another recognized depository, any
applicable participant in its depository system.
"Material Event" means any of the following events with respect to the Bonds, if
material:
(i) Principal and interest payment delinquencies;
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(ii) Non-payment related Events of Default under and as defined in the
Trust Indenture;
(iii) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(v) Substitution of credit or liquidity providers, or their failure to
perform;
(vi) Adverse tax opinions or events affecting the tax-exempt status of
the Bonds;
(vii) Modifications to rights of Bondholders;
(viii) Bond calls (other than mandatory sinking fund redemptions);
(ix) Defeasances;
(x) Release, substitution, or sale of property securing repayment of the
Bonds; and
(xi) Rating changes.
"MSRB" means the Municipal Securities Rulemaking Board.
"Participating Underwriters" means the original underwriters of the Bonds required to
comply with the Rule in connection with offering of the Bonds.
"Report Date " has the meaning set forth in Section 3(a) hereof.
Section 3. Provision of Annual Reports.
(a) While any Bonds are outstanding, the City shall provide the Annual
Financial Information on or before December 31 of each year (the "Report Date"),
beginning on or before December 31, 2010, to the MSRB. In addition, not later than 15
Business Days prior to said date, the City shall provide the Annual Financial Information
to the Authority. In each case, the Annual Financial Information may be submitted as a
single document or as a set of documents, and all or any part of such Annual Financial
Information may be provided by specific cross-reference to other documents previously
�- provided to the MSRB or filed with the Securities and Exchange Commission.
The City shall also provide notice to the MSRB of any failure to provide Annual
Financial Information by the applicable Report Date.
1
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Section 4. Reporting of Material Events. The City and the Authority hereby
acknowledge and agree that any reporting of Material Events in connection with the Bonds as
required by the Rule will be undertaken by the Authority by separate agreement.
Section 5. Termination of Reporting Obligation. The City's obligations under this
Disclosure Agreement shall automatically terminate once the Bonds are no longer outstanding.
Section 6. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the City and the Authority may amend this Disclosure Agreement and
any provision of this Disclosure Agreement may be waived by the parties hereto, if such
amendment or waiver is supported by an opinion of counsel expert in federal securities laws,
acceptable to the City and the Authority, to the effect that such amendment or waiver would not,
in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver
bad been effective on the date hereof but taking into account any subsequent change in or official
interpretation of the Rule, provided that the Authority shall have provided notice of such delivery
and of the amendment to the MSRB. Any such amendment shall satisfy, unless otherwise
permitted by the Rule, the following conditions:
(i) The amendment may only be made in connection with a change in
circumstances that arises from, a change in legal requirements, change in law or
change in the identity, nature or status of the obligated person or type of business
conducted;
_ (ii) This Disclosure Agreement, as amended, would have complied
with the requirements of the Rule at the time of the primary offering, after taking
into account any amendments or interpretations of the Rule, as well as any change
in circumstances; and
(iii) The amendment does not materially impair the interests of
Beneficial Owners and Holders of any of the Bonds, as determined either by
parties unaffiliated with the City and the Authority (such as counsel expert in
federal securities laws), or by approving vote of Bondholders pursuant to the
terms of the Bond Resolution at the time of the amendment. The initial Annual
Financial Information after the amendment shall explain, in narrative form, the
reasons for the amendment and the effect of the change, if any, in the type of
operating data or financial information being provided.
Section 7. Additional Information. Nothing in this Disclosure Agreement shall be
�. deemed to prevent the City from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Financial Information, in addition to that which is
-- required by this Disclosure Agreement. If the City chooses to include any information in any
Annual Financial Information in addition to that which is specifically required by this Disclosure
Agreement, the City shall have no obligation under this Disclosure Agreement to update such
-- information or include it in any future Annual Financial Information.
2
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Section 8. Default. In the event of a failure of the City to comply with any provision
of this Disclosure Agreement, the Authority may and, at the written direction of the Participating
Underwriter or the Holders of at least 25% in aggregate principal amount of Outstanding Bonds,
shall, or any Beneficial Owner or Holder of any of the Bonds may, seek mandate or specific
performance by court order, to cause the City to comply with its obligations under this
_ Disclosure Agreement; provided that the City shall be liable for monetary damages or any other
monetary penalty or payment for breach of any of its obligations under this Section. The sole
remedy under this Disclosure Agreement in the event of any failure of the City to comply with
this Disclosure Agreement shall be an action to compel performance.
Section 9. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the City, Authority, the Participating Underwriters and the Beneficial Owners and Holders of
any Bonds and shall create no rights in any other person or entity.
Section 10. Interpretation. It being the intention of the City and the Authority that
there be full and complete compliance with the Rule, this Disclosure Agreement shall be
construed in accordance with the written guidance and no -action letters published from time to
time by the Securities and Exchange Commission and its staff with respect to the Rule.
Section 11. Governing Law. This Disclosure Agreement shall be governed by the
laws of the State of Texas.
Section 12. Counterparts. This Disclosure Agreement may be executed in several
_ counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, the City and the Authority have each caused their duly
authorized officers to execute this Disclosure Agreement as of the day and year first written
above.
CITY OF LA PORTE, TEXAS
By:
Its:
Mayor
LA PORTE AREA WATER AUTHORITY
By:
Its:
3
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President
EXHIBIT A
ANNUAL DISCLOSURE REPORT
�- La Porte Area Water Authority
Contract Revenue Refunding Bonds
Series 2010
_ Report For Period Ending
TOP TEN WATER CUSTOMERS
The following table sets forth the top ten water customers of the City for fiscal year
ended , as derived from the City's [un]audited financial statements.
Customer Type of Business 20 Consumption in Gallons
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
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