HomeMy WebLinkAbout02-13-12 Regular Meeting of La Porte City Council
LOUIS RIGBY
DARYL LEONARD
Mayor
Councilmember District 3
JOHN ZEMANEK
TOMMY MOSER
Councilmember at Large A
Councilmember District 4
DOTTIE KAMINSKI
JAY MARTIN
Councilmember at LargeB
Councilmember District 5
MIKE MOSTEIT
MIKE CLAUSEN
Councilmember District 1
Councilmember District 6
CHUCK ENGELKEN
Mayor Pro-Tem,Councilmember District 2
CITY COUNCIL MEETING AGENDA
Notice is hereby given of a Regular Meetingof the La Porte City Council to be held February 13,
2012,beginning at 6:00 p.m.in the Council Chambers of City Hall, 604 West Fairmont Parkway,
LaPorte, Texas, for the purpose of considering the following agenda items. All agenda items are
subject to action. The City Council reserves the right to meet in a closed session on any agenda
item should the need arise and if applicable pursuant to authorization by Title 5, Chapter 551, of
the Texas Government Code.
1.CALL TO ORDER
2.INVOCATION
–The invocation will be givenbyDon Hill,Light of ChristChurch.
3.PLEDGE OF ALLEGIANCE
–The Pledge of Allegiancewill be led by Councilmember Chuck
Engelken.
4.PRESENTATIONS, PROCLAMATIONS and RECOGNITIONS
(a)
Recognition –“Employee of the (Fourth) Quarter” Robyn Gallion(Police Officer) –Mayor
Rigby
(b)
Recognition –“Employee of the Year” –Walter Lee (Meter Reader Supervisor) –Mayor
Rigby
(c)
Recognition –“Manager of the Year” –Clarence Anderson(Animal Control Division
Supervisor) –Mayor Rigby
5.PUBLIC COMMENTS
(Limited to five minutesper person.)
Rob Rollins, 3014 Bayou Dr. –Use of Five Points for a Vendors Market
TishaRollins, 3014 Bayou Dr. –Use of Five Points for a Vendors Market
6.CONSENT AGENDA
(a)
Consider approval or other action of the minutes of the City Council meeting held on
January 23, 2012–P. Fogarty
(b)
Consider approval or other action awarding Bid # 12008 for heavy equipment –D. Mick
(c)
Consider approval or other action regarding a resolution of the City Council of the City of
LaPorte electing not to require the remittance of a PEG Fee by holders of a state issued
certificated franchise authority–M. Dolby
(d)
Consider approval or other action regarding an ordinance amendingthe City of La Porte
Fiscal Year 2011-2012 Budget –M. Dolby
(e)
Consider approval or other action authorizing the Mayor to execute an Interlocal Agreement
with La Porte Independent School District and San Jacinto College for holding ofJoint
Elections –P. Fogarty
f)
Consider approval or other action regarding an ordinance calling the 2012 General Election
of the City of La Porte, Texas for May 12, 2012, providing for a joint election with the
LaPorte Independent School District,and calling arun-off election, if necessary, for
June9, 2012–P. Fogarty
7.AUTHORIZATIONS/ORDINANCES/RESOLUTIONS
Consider approval or other action on a resolution authorizing the appointment of a financing team
to proceed with bond refunding parameters and an ordinance to allow the City to advance refund a
portion of the City’s debt.
(a)
Consider approval or other action regarding a resolution approving proceedings to
authorize bonds, including the engagement of professionals in connection with the
issuance and sale of such bonds and preparation of financing documents and a
preliminary official statement, and making other provisions regarding such bonds –
M. Dolby
(b)
Consider approval or other action regarding an ordinance assigning a designee to
refund general obligation bonds –M. Dolby
(c)
Consider approval or other action awarding Bid# 12007 for Fire Station No. 1 –D. Ladd
8.PUBLIC HEARINGS AND ASSOCIATED ORDINANCES
(a)Public Hearing
to receive public input on Special Conditional Use Permit (SCUPNo. 11-
90000007) for ACT Independent Turbo Services, Inc.–T. Tietjens
(b)
Consider approval or other action on recommendation of the Planning and Zoning
Commission of an ordinance amending Chapter 106 “Zoning” of the Code of Ordinances of
the City of La Porte for the purpose ofgranting a Special Conditional Use Permit (SCUP
No. 11-90000007)for developing a 30-acre industrial complex with a turbo machinery
repair services facility, shops, offices and an administration building –T. Tietjens
9.DISCUSSION OR OTHER ACTION
(a)
Discussion or other action regarding the Concert Series–S. Barr
(b)
Discussion or other action regarding installation of a permanent, stationary, outdoor sound
meter in south La Porte–L. Rigby
10.COMMITTEE REPORTS
(a)
Receive Report of La Porte Development Corporation Board–Councilmember Engelken
11.STAFF REPORTS
(a)
Receive Drainage Report –J. Garza
12.ADMINISTRATIVE REPORTS
(a)
Planning & Zoning Meeting, Thursday, February 16, 2012, re Comp Plan
(b)
Zoning Board of Adjustment Meeting,Thursday February 23, 2012
(c)
City employee cook-off –Friday & Saturday, February 24 & 25, 2012
(d)
City Council Meeting, Monday,February 27, 2012
(e)
City Council Meeting, Monday,March 12, 2012
(f)
Drainage and Flooding Committee, Monday,March 19, 2012
(g)
Fiscal Affairs Committee Meeting, Monday,March 26, 2012
(h)
City Council Meeting, Monday,March 26, 2012
(i)
City Council Budget Retreat, Saturday, April 14, 2012
(j)f
Electioniling period –February 4, 2012 –March 5, 2012
13.COUNCIL COMMENTS
regarding matters appearing on the agenda; recognition of community
members, city employees, and upcoming events; inquiry of staff regarding specific factual
information or existing policies–Councilmembers, Engelken, Mosteit,Clausen, Martin,Moser,
Kaminski,Zemanek,Leonard and Mayor Rigby.
14.EXECUTIVE SESSION
The City Council reserves the right to meet in closed session on any agenda item should the need
arise and if applicable pursuant to authorization by Title 5, Chapter 551, of the Texas Government
Code.
15.RECONVENE
into regular session and consider action, if any, on items discussed in executive
session.
16.ADJOURN
I
n compliance with the Americans with Disabilities Act, the City of La Porte will provide for reasonable accommodations
for persons attending public meetings. To better serve attendees, requests should be received 24 hours prior to the
meeting. Please contact Patrice Fogarty, City Secretary, at 281.470.5019.
CERTIFICATION
I certify that a copy of the February 13, 2012, agenda of items to be considered by the City Council was posted on
the City Hall bulletin board on February 7, 2012.
Patrice Fogarty, City Secretary
I certify that the attached notice and agenda of items to be considered by the City Council was removed by me from
the City Hall bulletin board on the ____ day of ________________, 2011.
____________________________________Title: _______________________________
Council Agenda Item
February 13, 2012
1.CALL TO ORDER
2.INVOCATION –
The invocation will be givenby Don Hill,Light of ChristChurch
3.PLEDGE OF ALLEGIANCE –
The Pledge of Allegiance will be led by Councilmember
Chuck Engelken
4.PRESENTATIONS, PROCLAMATIONS and RECOGNITIONS
(a)
Recognition –“Employee of the (Fourth) Quarter” Robyn Gallion (Police Officer)
–Mayor Rigby
(b)
Recognition –“Employee of the Year” –Walter Lee (Meter Reader Supervisor) –
Mayor Rigby
(c)
Recognition –“Manager of the Year” –Clarence Anderson (Animal Control
Division Supervisor) –Mayor Rigby
5.PUBLIC COMMENTS
(Limited to five minutes per person.)
Rob Rollins, 3014 Bayou Dr. –Use of Five Points for a Vendors Market
Tisha Rollins, 3014 Bayou Dr. –Use of Five Points for a Vendors Market
***********************************************************************************
Officer Robyn Gallion
Employee of the Quarter
In light of his unselfish and enduring efforts which led to La Porte Police
Department’s most successful National Night Out event on record, La Porte Police
Officer Robyn Gallion was nominated for, and is hereby recognized as, the 2011
th
employee of the 4 quarter. As a Police Area Representative assigned to the Police
Department’s Support Services Division, Officer Gallion was tasked with coordinating
the overall festivities for the community’s October 4, 2011 National Night Out event.
In this capacity, Officer Gallion acted as the Police Department’s primary liaison for
the event, which hosted over 20 private and governmental entities, various City,
County, and State dignitaries, and over 500 La Porte citizens. Additionally, by
enlisting the help of the LaPorte Citizens Police Academy Alumni Association
volunteers, Officer Gallion was able to coordinate a team-effort, using minimal
amounts of on-duty police resources, by augmenting personnel needed to provide
dozens of police department tours, emergency services displays and demonstrations,
refreshments, and various neighborhood block parties throughout the City of La
Porte. Robyn's efforts for National Night Out resulted in highest-attended and
perhaps most enjoyable of La Porte Police Department’s public outreach events to
date.
In the broader sense, Officer Gallion’s performance in the Support Services Division
is well above average and he is respected by his peers for his continual efforts. His
learning capacity and desire for self-improvement appear to influence nearly every
project he works on. He has natural public speaking ability and always interacts with
the public in a positive way. Officer Gallion is generous with his time and consistently
ensures that projects he is involved in are first-rate. While he has only been a
member of the Support Services Division for 8 months, Officer Gallion shows great
promise and demonstrates all of the characteristics needed to be an exceptional
community service representative.
As such, it is with great pride that the City of La Porte recognizes Officer Robyn
Gallion as the City’s 2011 employee of the fourth quarter.
Walter Lee, Meter Reader Supervisor
Employee of the Year
It is with great pride that the City of La Porte recognizes Walter Lee, Meter Reader
Supervisor, as the City’s 2011 employee of the year.
Since being promoted to Meter Reader Supervisor in November 2010, Walter Lee
has elevated the performance, morale, and customer service of this division to a new
level. Walt’s duties include re-reading meters, discontinuing meter service,
connecting meters for new service, performing repair and maintenance on meters,
as well as assigning and prioritizing work orders and service requests, training staff
and responding to customer complaints.
At the time Walter assumed the supervisor position, meter re-reads were taking a
week or more to complete, work orders were two weeks behind, and morale was
low. Walt jumped right in and began systematically addressing these areas of
concern.
Today, almost half of the non-working meters have been eliminated, over 400
meters have been replaced, work orders are up-to-date, re-reads are completed
within two days, and service requests are handled in a timely manner. Walter has
taken time to properly train staff on repairing water leaks, locating previously “lost”
meters, quickly assessing a customer complaint, and resolving issues quickly and
efficiently.
Walt has a team oriented philosophy, which promotes cooperation among his
employees, as well as other divisions. He has done a phenomenal job in upgrading
the meter reader division’s reputation and bridging barriers with other departments.
Walt’s hard work and cheerful attitude have been recognized by his co-workers and
customers. In the last two months, citizens have been so impressed with his
customer service that they took the time to contact the City to praise his work ethic
and courteous manner.
This recognition is well deserved and Walt is a true asset to the City of La Porte.
La Porte Police Department
rd
3001 North 23Street
La Porte, Texas 77571
281-471-3810 Fax: 281-470-1590
It is with great pride that we recognize our Animal Control Division Supervisor,
Clarence Anderson, as the City of La Porte’s distinguished Manager of the Year for
2011.
Clarence has served the City of La Porte’s Animal Control Division for 26 years, with
the last 10 years as the Division’s Supervisor. He is well respected among his peers
for his dedication to duty, strong work ethic, and extensive experience. In 2011,
under Clarence’s supervision, members of the Division responded to approximately
3,000 calls for service, and picked up over 2,400 vicious and/or at-large animals
within the City limits of La Porte.
The most notable of Clarence’s 2011 accomplishments, however, includedhis strong
drive to reduce the number of animals being euthanized at the Shelter, increasing the
number of new home placements for abandoned animals, and increasing the adoption
rate by 35% over the previous year.
To aid in this effort, Clarence initiated three different programs. First, members of the
Animal Control Division, supplemented by citizen volunteers, spent countless
weekends displaying La Porte shelter animals at area pet supply stores and public
facilities. Second, Clarence applied for andreceived a grant from LyondellBasell,
where Lyondell employees designed and built a beautiful outdoor social interaction
area, which is now attached to the south side of the Shelter. Finally, Clarence
spearheaded the creation of a charitable fund, where area volunteers coordinated
various fundraising activities, and raised in excess of $2500 for the enhancement of
the Shelter’s adoption efforts.These initiatives resulted in908 animals that were
saved and placed in loving homes.
As you can see, Clarence is a precious asset to the La Porte Police Department’s
Animal Control Division and the City of La Porte as a whole. His leadership has been
nothing short of extraordinary, while his dedication and level of care forthe people
and pets of La Porte are truly inspiring. Please join me in congratulating Clarence for
being named our 2011 Manager of the Year.
Steve Gillett Kenith Adcox
Interim City Manager Chief of Police
LOUIS RIGBY
DARYL LEONARD
Mayor
Councilmember District 3
JOHN ZEMANEK
TOMMY MOSER
Councilmember at Large A
Councilmember District 4
DOTTIE KAMINSKI
JAY MARTIN
Councilmember at LargeB
Councilmember District 5
MIKE MOSTEIT
MIKE CLAUSEN
Councilmember District 1
Councilmember District 6
CHUCK ENGELKEN
Mayor Pro Tem
Councilmember District 2
MINUTES OF THE REGULAR MEETING OF THE
CITY COUNCILOF THE CITY OF LA PORTE
JANUARY 23, 2012
Monday, January 23,2012,
The City Council of the City of La Portemet in aregularmeetingonat the
6:00p.m
City Hall Council Chambers, 604 West Fairmont Parkway, La Porte, Texas, at . to consider the
followingitems of business:
1.CALL TO ORDER
Mayor Rigbycalled the meeting to order at 6:00p.m. Members of Council present:
Councilmembers Zemanek, Kaminski, Mosteit, Engelken, Leonard, Moser, Martin and Clausen.
Also present were City Secretary Patrice Fogarty,Interim City Manager Steve Gillett, Assistant City
Manager Traci Leach and Assistant City Attorney Clark Askins.
2.INVOCATION
-The invocation was given byFather Gary Rickles, St. Mary’s Catholic Church.
3.PLEDGE OF ALLEGIANCE
-The Pledge of Allegiance was led by Councilmember Daryl Leonard.
4.PUBLIC COMMENTS
(Limited to five minutesper person.)
Chuck Rosa, 812 S. Virginia St., La Porte, addressed Council with concerns regardingthe Planning
and Zoning Commission, and asked Patrice Fogarty to pass out information he provided to council.
Tony Villarreal, 3903 Barracuda Lane, La Porte, addressed Council concerning the mediation with
the Port of Houston.Mr. Villarreal also commented on the continued noise and air pollution.
5.CONSENT AGENDA
–Consent agenda items are considered routine by the City Council and will
be enacted by one motion. ACouncilmember may remove any item for discussionand/or separate
action.
(a)
Consider approval or other action of the minutes of the Special City Council meeting held on
January 4, 2012, andRegularCity Council meeting held on January 9, 2012–P. Fogarty
(b)
Consider approval or other action to accept Forest Service Grant and amend the Fire
Department budget to allow for ten percent (10%) matchto purchase additional personal
protective equipment –D. Ladd
(c)
Consider approval or other action awarding RFP #12504 for radio equipmentfor Fire
Department–D. Ladd
CouncilmemberEngelkenmoved to approve the consent agenda as presented. Councilmember
MOTION PASSED.
Leonard seconded.
Ayes: Mayor Rigby, Councilmembers Mosteit, Clausen, Zemanek,
Engelken, Moser, Kaminski, Martinand Leonard
Nays:None
Absent:None
Page 1of 4
January 23, 2012, City Council Meeting Minutes
6.AUTHORIZATIONS
(a)
Consider approval or other action regarding an amendment to the current Meet and Confer
Agreement between the La Porte Police Officers’ Association and the City of La Porte –K.
Adcox
Chief of Police Ken Adcox presented a summary.
Councilmember Engelken moved to approve an amendment to the current Meet and Confer
Agreement between the La Porte Police Officers’ Association and the City of La Porte.
MOTION PASSED.
Councilmember Leonard seconded.
Ayes:Mayor Rigby, Councilmembers Leonard, Mosteit, Clausen,
Zemanek, Engelken, Moser, Kaminski and Martin
Nays:None
Absent:None
(b)
Consider approval or other action awarding a design services contract for design and
construction phase monitoring for improvements to Lomax Park, for a cost not to exceed
$130,000.00 –S. Barr
Director of Parks and Recreation Stephen Barr presented a summary.
Councilmember Mosteit moved to approve awarding a design services contract for design and
construction phase monitoring for improvements to Lomax Park, for a cost not to exceed
MOTION PASSED.
$130,000.00. CouncilmemberKaminskiseconded.
Ayes:Mayor Rigby, Councilmembers Leonard, Mosteit, Clausen,
Zemanek, Engelken, Moser, Kaminski and Martin
Nays:None
Absent:None
7.DICUSSION OR OTHER ACTION
(a)
Discussion or other action regarding revised proposed drainage benefits from the Pasadena
Convention Center improvements –T. Tietjens
Planning Director Tim Tietjens discussed revised proposed drainage benefits for the City of
La Portefrom the Pasadena Convention Center improvements.
It was the consensus of Council to move forward with therevisedproposed drainage
benefits stemming from the Pasadena Convention Center improvements.
(b)
Discussion or other action regarding proposed water interconnect between the City of La
Porte and the City of Shoreacres –Mayor Rigby
Interim City Manager Steve Gillettdiscussed the proposed water interconnect between the
City of La Porte and the City of Shoreacres.The City of Shoreacres will pay for construction
and hardware, and the City of La Porte’s Public Works Dept. will be responsible for opening
the interconnect when called upon and needed.
Councilmember Clausen moved togo forward with the proposed water interconnect
between the City of La Porte and the City of Shoreacres Councilmember Martin seconded.
MOTION PASSED.
Page 2of 4
January 23, 2012, City Council Meeting Minutes
Ayes:Mayor Rigby, Councilmembers Leonard, Mosteit, Clausen,
Zemanek, Engelken, Moser, Kaminski and Martin
Nays:None
Absent:None
8.COMMITTEE REPORTS
(a)
Receive Report of Fiscal Affairs Committee –Councilmember Engelken
Councilmember Engelkenprovided a report from the Fiscal Affairs Committee.The next
Fiscal Affairs Committee meeting will be March 26, 2012, at 5:00 p.m.
(b)
Receive Report of Drainage and Flooding Committee –Councilmember Mosteit
Councilmember Mosteitprovided a report from the Drainage and Flooding and Drainage
Committee.Senior Engineer Julian Garza reported the next Drainage and Flooding
Committee meeting will be held March 19, 2012.
9.STAFF REPORTS
(a)
Receive update and provide staff with direction regarding permit fees and Blue Tarps –D.
Wilmore.
Chief Building Official Debbie Wilmore provided an update onBlue Tarps and requested
direction regarding permit fees.
Councilmember Moser commented to continue waiving permit fees allowing citizens to
repair roofs when affordable and to replace old tarps with new ones.
Councilmember Martin requested a list of homes occupied and list of citizens in need of a
tarp but cannot afford one.
It was the consensus of Council to continuewaiving fees for all Ike-related permits.
(b)
Receive report regarding random city survey –T. Leach
Assistant City Manager Traci Leach provided a report regarding the current City surveyand
how recipients are randomly selected.
10.ADMINISTRATIVE REPORTS
(a)
City Council Meeting, Monday, February 13, 2012
(b)
City Council Meeting, Monday, February 27, 2012
(c)
Council Retreat, Saturday, April 14, 2012
Interim City Manager Steve Gillett requested input on items for discussion at the April Council
Retreat.
11.COUNCIL COMMENTS
regarding matters appearing on the agenda; recognition of community
members, city employees, and upcoming events; inquiry of staff regarding specific factual
information or existing policies –Councilmembers Moser, Kaminski, Zemanek, Leonard, Engelken,
Mosteit, Clausen, Martin, and Mayor Rigby.
Councilmember Martin congratulated Walter Lee on his recent award of “Employee of the Quarter.”
Page 3of 4
January 23, 2012, City Council Meeting Minutes
Mayor Rigby wished Councilmember Clausen and Assistant City Manager Traci Leach a Happy
Birthday.
12.EXECUTIVE SESSION
The City Council reserves the right to meet in closed session on any agenda item should the need
arise and if applicable pursuant to authorization by Title 5, Chapter 551, of the Texas Government
Code, including, but not limited to, the following:
Texas Government Code, Section 551.072 –
Deliberation regarding purchase, exchange, lease,
or value of real property: Discussion of possible closure and/or useof street rights-of-way in
Bayfront Addition.
Texas Government Code, Section 551.072 –
Deliberation regarding purchase, exchange, lease,
or value of real property: Discussion of possible purchase of real estate located near new Fire
Station No. 1.
City Council recessed the regular meeting to convene an executive session at 7:40p.m.
13.RECONVENE
into regular session and consider action, if any, on items discussed in executive
session.
The regular meeting reconvened at 8:15p.m.
Regarding the Bayfront Addition item, Councilmember Engelkenmoved to direct staff not to move
forward with a lease but to come back with astreet closure for consideration.Councilmember
MOTION PASSED.
Zemanek seconded.
Ayes:Mayor Rigby, Councilmembers Leonard, Mosteit, Clausen,
Zemanek, Engelken, Moser, Kaminski and Martin
Nays:None
Absent:None
Regarding the property near the new Fire Station No. 1, Council directed staff to go back to the
property owner for a sale price.
14.ADJOURN
There being no further business, at 8:17p.m. Councilmember Engelken moved to adjourn the meeting.
Respectfully submitted,
_______________________________
Patrice Fogarty, City Secretary
th
Passed and approved on the 13of February, 2012.
________________________________
Mayor Louis R. Rigby
Page 4of 4
January 23, 2012, City Council Meeting Minutes
REQUEST FOR CITY COUNCIL AGENDA ITEM
Budget
Agenda Date Requested:February13, 2012
Source of Funds: Motor Pool
Requested By:David Mick
Account Number: Various
Department:Public Works
Amount Budgeted:$ 402,200.00
Report: XResolution:Ordinance:
Amount Requested: $ 386,926
Exhibits:Page 266, Approved FY 11_12 Budget
Budgeted Item:YES
Exhibits: Bid Tabulation and Bidders List Bid # 12008
Exhibits
SUMMARY & RECOMMENDATION
Sealed proposalsfor Bid #12008werereceived on January 9, 2012. The list of vendors notified
and those returning bids are attached. Bid Items 1 and 3 will be rebid. Staff is in the process of
revising the specifications and communicating with potential bidders for both items. Low bid for
equipmentmeeting specifications or best value are as follows:
BIDDERBID ITEM (Qty)BIDBUDGETUSER
Romco
Motor Grader (1)$187,680$190,000Streets
1
Equipment
Briggs EquipmentTractor-loader/Backhoe
$ 78,420$ 82,000Streets
(1)
Sunbelt Industrial Solid Waste &
6000# Fork Lift (2)$ 47,753$ 53,200
TrucksPurchasing
Hi Way Equipment12-ton Pneumatic Roller
$ 73,073$ 77,000Streets
(1)
TOTALS:$386,926$ 402,200
1
Second low bid selectedfor motor grader. Apparent low bidderdid not meet specifications for
wheel length, cutting depth, moldboard thickness, others.
Action Requested of City Council:
Consider approval or other action to award BidItems 2, 4, 5, and 6 from Bid No.12008Items in
the amounts bid by Lowest Qualified Bidders meeting specifications.
Approved for City Council Agenda
Steve Gillett, Interim City ManagerDate
REQUEST FOR CITY COUNCIL AGENDA ITEM
Appropriation
Agenda Date Requested:February 13, 2011
Source of Funds:
Michael Dolby,CPA Finance Director
Requested By:
Account Number:
FINANCE
Department:
Amount Budgeted:
Report: Resolution:Ordinance:
Amount Requested:
Exhibits: Resolution
Exhibits:
Budgeted Item:
Exhibit
SUMMARY & RECOMMENDATION
The City of La Porte currently collects a 1% fee from telecommunication companies for public,
educational, and governmental (PEG) programmingas part of the franchise fee collected from
the City’s franchise cable provider, Comcast.Under chapter 66 of the Texas Utilities Code, a
PEG fee may be spent only as permitted by federal law,which provides that expenditures must
be for capital costs-such as cameras, fixtures, lighting, and otherprogramming equipment.
Senate Bill 1087, effective September 1, 2011 requires cities to establish a separate account for
the PEG fee revenue and to maintain a record of each deposit to and disbursement from the PEG
fee, including a record of the payee and the purpose of each disbursement.
Staff reviewed the requirements of this fee and determined that the city hasexpended sufficient
funds for this program and there are no future projectsrequiring funding from this program.
Therefore, staff recommends approval ofa resolution electing not to require remittance of a PEG
fee by telecommunication companies.
Action Required by Council:
Consider approval or other action of a resolution electing not to require the remittance of a PEG
fee by holders of a state issued certificate of franchise authority.
Approved for City Council Agenda
Steve Gillett,Interim City ManagerDate
REQUEST FOR CITY COUNCIL AGENDA ITEM
Appropriation
Agenda Date Requested:February13, 2012
Source of Funds:N/A
Requested By:Michael Dolby, CPA
Account Number:N/A
Department: Finance
Amount Budgeted:N/A
Report: Resolution:Ordinance:XX
Amount Requested:N/A
Exhibits:
Ordinance
Budgeted Item:YESNO
Exhibits:
Excerpt from FY 2012Adopted Budget
& Amended Budget(Exhibit A & B)
Exhibits:
Explanations / Backup for Amendment
SUMMARY & RECOMMENDATION
The City Council adopted the Fiscal Year 2011-12Budget on September 12, 2011.
The Summary of Funds, which is shown below, represents the amendments which council previously approved to
the FY 2011-12Budget. (*denotes funds with current changes)
PreviouslyProposed
Original BudgetAmended BudgetAmended Budget
General Fund $35,992,372$35,994,872$35,994,872
Grant Fund580,442580,442588,842*
Street Maintenance Sales Tax Fund1,050,0001,050,0001,050,000
Emergency Services District Sales Tax Fund705,000705,000705,000
Community Investment229,000229,000229,000
Hotel/Motel Occupancy Tax353,742353,742353,742
Economic Development Corporation1,806,7101,806,7101,791,710*
Tax Increment Reinvestment Zone1,703,7041,703,7041,703,704
Utility7,761,0337,761,0337,782,033*
Airport 133,779133,779133,779
La Porte Area Water Authority1,136,5071,136,5071,136,507
Motor Pool 2,658,1822,658,1822,658,182
Insurance Fund 5,334,6345,334,6345,334,634
Technology Fund0021,000*
General Capital Improvement 3,251,0203,251,0203,251,020
Utility Capital Improvement 931,447931,447931,447
Sewer Rehabilitation Capital Improvement 350,000350,000350,000
Drainage Improvement Fund195,000195,000195,000
2005 Certificates of Obligation Bond Fund67,55367,55367,553
2007 Certificates of Obligation Bond Fund408,133408,133408,133
2010Certificates of Obligation Bond Fund174,000174,000174,000
General Debt Service 3,746,2703,746,2703,746,270
Utility Debt Service 306,679306,679306,679
La Porte Area Water Authority Debt Service693,150693,150693,150
Total of All Funds $69,568,357$69,570,857$69,606,257
Action Required by Council:
Adopt Ordinance Amending Fiscal Year 2011-12Budgetfor:
A.A decrease of $15,000 in the Economic Development Fund for the radio station. The funds will fall to
fund balance.
B.$8,400 in the Grant Fund for a grant from the Texas Forest Service for personal protective equipment for
the fire department.
C.$21,000 in the Technology Fund to transfer funds to the Utility Fund to purchase updated Neptune
equipment for the meter reading program. The Utility Billing Division has sent over $21,000 over several
years to fund upgrades/replacements when needed. The Utility Fund will also need to be amended by this
amount in order to spend the funds.
Approved for City Council Agenda
Steve Gillett,Interim City ManagerDate
EXHIBIT A
(ORIGINAL BUDGET)
City of La Porte
Consolidated Summary of All Funds
FY 11-12FY 11-12
RevenuesExpenses
Governmental Fund Types:
General Fund35,532,52435,992,372
Grant Fund516,622580,442
Street Maintenance Sales Tax815,1891,050,000
Emergency Services District815,189705,000
Community Investment254,846229,000
Hotel/Motel Occupancy Tax392,000353,742
Economic Development Corporation1,632,3791,806,710
Tax Increment Reinvestment1,901,0001,703,704
Total Governmental Types41,859,74942,420,970
Enterprise:
Utility7,878,7007,761,033
Airport54,500133,779
La Porte Area Water Authority1,094,6491,136,507
Total Enterprise9,027,8499,031,319
Internal Service
Motor Pool2,136,3432,658,182
Insurance Fund4,529,7245,334,634
Technology Fund170,848-
Total Internal Service6,836,9157,992,816
Capital Improvement:
General1,264,0473,251,020
Utility439,900931,447
Sewer Rehabilitation300,500350,000
Drainage Improvement Fund265,350195,000
2005 C/O Bond Fund-67,553
2007 C/O Bond Fund-408,133
2010 C/O Bond Fund2,000174,000
Other Infrastructure750-
Total Capital Improvement2,272,5475,377,153
Debt Service:
General3,548,4213,746,270
Utility297,661306,679
La Porte Area Water Authority693,150693,150
Total Debt Service4,539,2324,746,099
Total All Funds64,536,29269,568,357
EXHIBIT B
(AMENDED BUDGET)
City of La Porte
Consolidated Summary of All Funds
FY 11-12FY 11-12
RevenuesExpenses
Governmental Fund Types:
General Fund35,532,52435,994,872
Grant Fund525,022588,842
Street Maintenance Sales Tax815,1891,050,000
Emergency Services District815,189705,000
Community Investment254,846229,000
Hotel/Motel Occupancy Tax392,000353,742
Economic Development Corporation1,632,3791,791,710
Tax Increment Reinvestment1,901,0001,703,704
Total Governmental Types41,868,14942,416,870
Enterprise:
Utility7,899,7007,782,033
Airport54,500133,779
La Porte Area Water Authority1,094,6491,136,507
Total Enterprise9,048,8499,052,319
Internal Service
Motor Pool2,136,3432,658,182
Insurance Fund4,529,7245,334,634
Technology Fund170,84821,000
Total Internal Service6,836,9158,013,816
Capital Improvement:
General1,264,0473,251,020
Utility439,900931,447
Sewer Rehabilitation300,500350,000
Drainage Improvement Fund265,350195,000
2005 C/O Bond Fund-67,553
2007 C/O Bond Fund-408,133
2010 C/O Bond Fund2,000174,000
Other Infrastructure750-
Total Capital Improvement2,272,5475,377,153
Debt Service:
General3,548,4213,746,270
Utility297,661306,679
La Porte Area Water Authority693,150693,150
Total Debt Service4,539,2324,746,099
Total All Funds64,565,69269,606,257
Wolny, Shelley
From:Leach, Traci
Sent:Friday, February 03, 2012 2:15 PM
To:
Wolny, Shelley
Subject:Budget Amendment
WewereinformedatthepreviousEDCBoardmeetingthattheradiostationprojectthatisbudgetedintheEDCbudget
for$15,000willnotbehappeningthisyear.
Assuch,pleaseamendthebudgettoeliminatethisprojectfromthebudgetandallowthosefundstorolltoEDCfund
balance.
Thankyou
1
REQUEST FOR CITY COUNCIL AGENDA ITEM
Budget
Agenda Date Requested:January 23, 2012
Source of Funds: General Fund
Requested By:Donald Ladd
Account Number:03450515222003
Department:Fire
Amount Budgeted: $ 840.00
Report: XResolution:Ordinance:
Amount Requested:$ 840.00
Exhibits:Grant Award
Budgeted Item:YES
Exhibits:
Exhibits
SUMMARY & RECOMMENDATION
The La Porte Fire Department has been awarded a grant from the Texas Forest Service in the
amount of $8,400.00. This grant was awarded for the sole purpose of purchasing Personal
Protective Equipment. The Grant is a 90/10 grant,meaning that the City would pay $840.00 for
their share of the grant matching program. The Fire Department has the matching funds in the
Protective Clothing Account 034-5051-522-2003.The grant will be used to buy new fire boots
and new sleeve mate style fire gloves for all firefighters.
Action Required by Council:
Consider approval or other action to acceptthe Forest Service Grant and amend the Fire
Department budget to allow for the 10% City match to purchase the additional protective
equipment.
Approved for City Council Agenda
Steve Gillett, Interim City ManagerDate
November 3, 2011
Micheal Dolby
City of La Porte
604 W. Fairmont Pkwy
La Porte, TX 77571
Micheal,
Here is thepricing you requested for the drive-by unitfrom Neptune:
MRX920 Drive-by unit$7,500.00 ea.
Toughbook Laptop (optional)$3,500.00 ea
CE5320B Handheld with receiver$5,500.00 ea
CE cradle$575.00 ea
MRX920 Annual Maintenance$1,000.00/yr
MRX920 come with a one year warranty..
The City of La Porte’s current N-Sight software will support the MRX920.
Training can be offered at $1,750 a day if necessary.
If there are questions, please call me at 817_832_9122.
Thank you,
Maurice de Vries
AMR System Specialist
HD Supply Watereworks
REQUEST FOR CITY COUNCIL AGENDA ITEM
Appropriation
Agenda Date Requested February 13, 2012
Source of Funds:N/A
Requested ByPatrice Fogarty
Account Number:
Department:City Secretary
Amount Budgeted:
ReportResolution:Ordinance:
Amount Requested:
Exhibits: Interlocal Agreement for Joint Elections
Budgeted Item:YESNO
Exhibits:
SUMMARY & RECOMMENDATION
For consideration is an Interlocal Agreement for Joint Electionsby andamong the City of
LaPorte, the La Porte Independent School District and San Jacinto College District. This
agreement stipulates capital expensereimbursement aspectsregarding electronic voting
equipment, together with maintenance and software updates, which the City purchased on behalf
of the three entities for $88,908.00.
LPISD will reimburse 40 percent of thiscost over a two-year period beginning January 2012,
with an annual payment of $17,781.60.Finance is in the process of invoicing LPISD. The
LPISD Board has approved this Interlocal Agreement, and a copy of the executed Agreement is
in the City Secretary’s office.
San Jacinto CollegeDistrict will reimburse 20 percent of this cost over a two-year period
beginning January 2012, with an annual payment of $8,890.00. The District’s Board will
consider the Interlocal Agreement at their February 6 meeting and will forward an executed copy
of the Agreement to the City Secretary’s office. Finance will invoice the District.
Additionally, this Agreement stipulates election duties and responsibilities for each entity such as
filings, postings, publications and election administration duties.
This Agreement is effective January 1, 2012, for a two-year term, and shall automatically renew
thereafter on a year-to-year basis.
Action Required by Council:
Consider approval or other action authorizingthe Mayor to sign and the City Secretary to attest
the Interlocal Agreement for Joint Elections.
Approved for City Council Agenda
Steve Gillett, InterimCity ManagerDate
REQUEST FOR CITY COUNCIL AGENDA ITEM
Appropriation
Agenda Date Requested February 13, 2012
Source of Funds:General Fund
Requested ByPatrice Fogarty
Account Number:001-6067-510-6004
Department:City Secretary
Amount Budgeted:5,000
ReportResolution:Ordinance:X
Amount Requested:5,000
Exhibits: Ordinance Calling General Election
Budgeted Item:YESNO
Exhibits:
SUMMARY & RECOMMENDATION
For your consideration is an ordinance ordering the general election of the City of La Porte to be
held on May 12, 2012, and calling for a run-off election, if necessary, on June 9, 2012.This
election will be a joint election between the City of La Porte and La Porte ISD.
The statutory deadline to order the general election is March 5, 2012. Passage of the ordinance
at this council meeting is wellwithin statutory requirements.
Action Required by Council:
Consider approval or other action to adopt ordinance ordering ageneral election on May 12,
2012, a joint election with LPISD, and a run-off election, if necessary, on June 9, 2012.
Approved for City Council Agenda
Steve Gillett, InterimCity ManagerDate
7. AUTHORIZATIONS/ORDINANCES/RESOLUTIONS
Consider approval or other action on a resolution authorizing the appointment of
a financing team to proceed with bond refunding parameters and an ordinance to
allow the City to advance refund a portion of the City’s debt.
REQUEST FOR CITY COUNCIL AGENDA ITEM
Appropriation
Agenda Date Requested:February 13, 2012
Source of Funds:N/A
Michael G. Dolby, Dir of Finance
Requested By:
Account Number:N/A
FINANCE
Department:
Amount Budgeted:
Report: xxResolution:Ordinance:xx
Amount Requested:N/A
Exhibits: Resolution
Budgeted Item:
Exhibits: Ordinance
Exhibits:Refunding Preliminary Plan & Analysis
SUMMARY & RECOMMENDATION
TheCity’s financial advisors RBC Capital Markets performed an analysis of outstanding debt to
identify refinancing opportunities on several issues that are callable. At this time,staffwould
like to issuerefunding bonds on several series that are callable in the near future. Refunding
debt during the current market conditions will yield the city a significant amount of savings.
The bond market for refunding is time sensitive and interest rate sensitive; therefore,the city
would like to utilize the best method available for selling the debt. Staff recommends using the
negotiated sales method, which allows the City to sale the bondsduring favorable conditions. La
Porte has utilized this method in the past and it has provided the City with favorable outcomes.
Staff is recommending using the same underwriters as before—Coastal Securities and First
Southwest, with Coastal being the lead underwriter.
The City’s Financial Advisors and Bond Attorneys are present this evening to answer any
questions.
Action Required by Council:
1.
Consider approval or other action of a resolution authorizing the appointment of a financing team
to proceed with the bond refunding.
2.Consider approval or other action on a parameters ordinanceto allow the City toadvance
refunda portion of the City’sdebt.
Approved for City Council Agenda
Steve Gillett,Interim City ManagerDate
RESOLUTION 2012-___
RESOLUTION APPROVINGPROCEEDINGS TO AUTHORIZE BONDS,
INCLUDING THE ENGAGEMENT OF PROFESSIONALS IN
CONNECTION WITH THE ISSUANCE AND SALE OFSUCH BONDS
AND PREPARATION OF FINANCING DOCUMENTS AND A
PRELIMINARY OFFICIALSTATEMENT; AND MAKING OTHER
PROVISIONS REGARDINGSUCH BONDS AND MATTERS INCIDENT
THERETO
WHEREAS, the City Council of the City wishes to direct appropriate City officials, RBC
Capital Markets, as the City's financial advisor, Andrews Kurth LLP, as the City’s Bond
Counsel, andCoastal Securities and First Southwest Company, as underwriters(collectively, the
“Financing Team”), to participate in the preparation of financing documents and the preparation
and distribution of a Preliminary Official Statement to be used in the public offering of the City’s
General ObligationRefunding Bonds, Series 2012(the “Bonds”),in an aggregate principal
amount of approximately$9,230,000, for the purpose of achieving debt service savings.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF LA PORTE, TEXAS:
ARTICLE I
AUTHORIZING PREPARATION OF FINANCING DOCUMENTS,
PRELIMINARY OFFICIAL STATEMENT AND ENGAGEMENT OF CERTAIN
PROFESSIONALS
The City Council hereby approves (1) the preparation of all financing documents
necessary or convenient for the issuance and sale of the Bonds, and (2) the preparation of a
Preliminary Official Statement for the offering of the Bonds.The prior engagement of RBC
Capital Markets, as Financial Advisor to the City, and Andrews Kurth LLP, as Bond Counsel to
the City, in connection with the Bonds is hereby recognized and confirmed.The City Council
hereby approves Coastal Securities and First Southwest Company as underwriters in connection
with the Bonds.
Furthermore, the City Council hereby authorizes the City Manager, Assistant City
Manager and Finance Directorto deem the Preliminary Official Statement “final” for purposes
of Rule 15c2-12 of the Securities Exchange Commission at such time as such document omits no
more than the information permitted by Subsection (b)(1) of Rule 15c2-12. Upon such action,
the Preliminary Official Statement may be distributed and used in connection with the offering
and sale of the Bonds.
ARTICLE II
MISCELLANEOUS
Section 2.1:Authorization of Other Matters Relating Thereto. The Mayor, the City
Manager, the Assistant City Manager, the Finance Director, the City Secretary or any one or
more of such officials (the "Officials") are hereby authorized and directed by the City Council to
do and perform all acts and things and to execute, acknowledge and deliver in the name, under
the seal and on behalf of the City all certificates, financing statements, instruments and other
documents, whether or not herein mentioned, as are necessary or desirable to carry out the terms
and provisions of this Resolution. The Officials and such other officials and employees of the
City as may be designated by the Officials are authorized to incur reasonable and necessary
expenses in connection with the sale and delivery of the Bonds and for presentations to rating
agencies and prospective purchasers thereof.
Section 2.2:Severability. If any section, paragraph, clause or provision of this
Resolutionshall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Resolution.
Section 2.3:Open Meeting. It is hereby found, determined and declared that a
sufficient written notice of the date, hour, place and subject of the meeting of the City Council at
which thisResolutionwas adopted was posted at a place convenient and readily accessible at all
times to the general public at the location and for the time required by law preceding this
meeting, as required by the Open Meetings Law, Chapter 551, Texas Government Code and that
this meeting has been open to the public as required by law at all times during which this
Resolutionand 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 2.4:Repealer. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 2.5:Effective Date. This Resolutionshall bein force and effect from and after
its passage on the date shown below.
[SIGNATURE PAGE FOLLOWS]
PASSEDAND APPROVED this February 13, 2012.
________________________________
Louis R. Rigby
Mayor
ATTEST:
________________________________
Patrice Fogarty
City Secretary
S-1
HOU:3188674.1
ORDINANCE AUTHORIZING AND ORDERING THE ISSUANCE, SALE
AND DELIVERY OF CITY OF LA PORTE, TEXAS, GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2012, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $___ MILLION; DELEGATING
TO AUTHORIZED REPRESENTATIVES THE AUTHORITY TO APPROVE
THE AMOUNT, INTEREST RATES, PRICE AND TERMS THEREOF AND
CERTAIN OTHER PROCEDURES AND PROVISIONS RELATED
THERETO; AUTHORIZING THE REDEMPTION PRIOR TO MATURITY OF
CERTAIN OUTSTANDING BONDS; AND MAKING OTHER PROVISIONS
REGARDING SUCH BONDS AND MATTERS INCIDENT THERETO
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE, TEXAS:
ARTICLE I.
FINDINGS AND DETERMINATIONS
Section 1.1.: Findings and Determinations. The City Council hereby officially finds and
determines that:
(a) The City of La Porte, Texas (the “City”), acting through its City Council, is
authorized by its Home Rule Charter and the Constitution and laws of the State of
Texas, particularly Chapter 1207 of the Texas Government Code, as amended (the
“Act”), to issue bonds for the purpose of refunding its outstanding obligations;
(b) The City, acting through its City Council, has heretofore issued and there remain
outstanding the obligations described in Schedule 1 attached hereto (the
“Refunding Candidates”);
(c) The City desires to refund all or a portion of the Refunding Candidates in advance
of their maturities in order to achieve net present value debt service savings for
the City;
(d) The City desires, pursuant to Section 1207.007 of the Act, to delegate to two or
more of the Authorized Representatives named herein the authority to effect the
sale of the Bonds, including the selection of the Refunding Candidates to be
refunded (such selected Refunding Candidates to be known herein as the
“Refunded Obligations”), within certain parameters herein described; and
(e) The City is authorized by the Act to accomplish such refunding by depositing
with an escrow agent a portion of the proceeds from the sale of the refunding
bonds authorized herein, together with any other legally available funds, which
shall be sufficient to provide for the payment of the Refunded Obligations on their
date of redemption, and such deposit shall constitute the making of firm banking
and financial arrangements for the discharge and final payment of the Refunded
Obligations;
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HOU:3189356.1
(f) The City desires to enter into an escrow agreement (the “Escrow Agreement”)
with The Bank of New York Mellon Trust Company, National Association,
Dallas, Texas, as escrow agent, as authorized in the Act, pursuant to which a
portion of the proceeds of the refunding bonds herein authorized, and other
legally available funds of the City, if any, will be deposited and applied in a
manner sufficient to provide for the full and timely payment of all principal of,
premium, if any, and interest on the Refunded Obligations; and
(g) Upon the issuance of the refunding bonds herein authorized and the creation of
the escrow referred to above, the Refunded Obligations shall no longer be
regarded as being outstanding, except for the purpose of being paid pursuant to
such Escrow Agreement, and the pledges, liens, trusts and all other covenants,
provisions, terms and conditions of the ordinances authorizing the issuance of the
Refunded Obligations shall be, with respect to the Refunded Obligations,
discharged, terminated and defeased.
ARTICLE II.
DEFINITIONS AND INTERPRETATIONS
Section2.1.: Definitions. As used herein, the following terms shall have the meanings
specified, unless the context clearly indicates otherwise:
“Act” shall mean Chapters 1207, Texas Government Code, as amended.
“Attorney General” shall mean the Attorney General of the State of Texas.
“Authorized Representatives” shall mean any two of the Mayor, the Assistant City
Manager and the Finance Director of the City.
“Bond” or “Bonds” shall mean any or all of the City of La Porte, Texas, General
Obligation Refunding Bonds, Series 2012, authorized by this Ordinance.
“Bond Insurance Policy” shall mean the municipal bond insurance policy or policies, if
any, issued by the Bond Insurer that guarantees the scheduled payment of principal of and
interest on the Bonds when due.
“Bond Insurer” shall have the meaning assigned in the Officers’ Pricing Certificate.
“City” shall mean the City of La Porte, Texas, and, where appropriate, its City Council.
“City Council” shall mean the governing body of the City.
“Code” shall mean the Internal Revenue Code of 1986, as amended.
2
HOU:3189356.1
“Comptroller” shall mean the Comptroller of Public Accounts of the State of Texas.
“DTC” shall mean The Depository Trust Company, New York, New York, or any
successor securities depository.
“DTC Participant” shall mean brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
“Debt Service Fund” shall mean the General Obligation Refunding Bonds, Series 2012,
Debt Service Fund established by the City and described in section 5.2 of this Ordinance.
“Escrow Agent” shall mean The Bank of New York Mellon Trust Company, National
Association, Dallas, Texas, and its successors in that capacity.
“Escrow Agreement” shall mean the agreement between the City and the Escrow Agent
relating to the deposit of funds to pay the Refunded Obligations.
“Fiscal Year” shall mean the City’s then designated fiscal year, which currently is the
twelve-month period beginning on the first day of October of a calendar year and ending on the
last day of September of the next succeeding calendar year and each such period may be
designated with the number of the calendar year in which such period ends.
“Interest Payment Date,” when used in connection with any Bond, shall mean September
15, 2012, and each March 15 and September 15 thereafter until maturity or earlier redemption of
such Bond, unless otherwise provided in the Officers’ Pricing Certificate.
“Issuance Date” shall mean the date of initial delivery of the Bonds to the Underwriters
in exchange for payment of the purchase price therefor.
“Officers’ Pricing Certificate” shall mean a certificate signed by the Authorized
Representatives and containing the information regarding the Bonds specified in Sections 3, 4
and 5 hereof and substantially in the form of Exhibit A hereto.
“Ordinance” shall mean this Ordinance and all amendments hereof and supplements
hereto.
“Outstanding,” when used with reference to the Bonds, shall mean, as of a particular date,
all Bonds theretofore and thereupon delivered pursuant to this Ordinance except: (a) any Bonds
canceled by or on behalf of the City at or before such date; (b) any Bonds defeased pursuant to
the defeasance provisions of this Ordinance or otherwise defeased as permitted by applicable
law; and (c) any Bonds in lieu of or in substitution for which a replacement Bond shall have been
delivered pursuant to this Ordinance.
3
HOU:3189356.1
“Paying Agent/Registrar” shall mean The Bank of New York Mellon Trust Company,
National Association, Dallas, Texas, and its successors in that capacity.
“Record Date” shall mean the close of business on the last business day of the calendar
month immediately preceding the applicable Interest Payment Date.
“Refunded Obligations” shall mean those obligations described as such in the Officers’
Pricing Certificate.
“Register” shall mean the registration books for the Bonds kept by the Paying
Agent/Registrar in which are maintained the names and addresses of, and the principal amounts
registered to, each Registered Owner of Bonds.
“Registered Owner” shall mean the person or entity in whose name any Bond is
registered in the Register.
“Report” shall mean the verification report prepared by Grant Thornton LLP, Certified
Public Accountants, verifying the accuracy of certain mathematical computations relating to the
Bonds and the refunding of the Refunded Obligations.
“Underwriters” shall mean, together, Coastal Securities and First Southwest Company.
Section2.2.: Interpretations. All terms defined herein and all pronouns used in this
Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles
and headings of the articles and sections of this Ordinance have been inserted for convenience of
reference only and are not to be considered a part hereof and shall not in any way modify or
restrict any of the terms or provisions hereof. This Ordinance and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the
validity of the Bonds and the validity of the levy of ad valorem taxes to pay the principal of and
interest on the Bonds.
ARTICLE III.
TERMS OF THE BONDS
Section3.1.: Amount, Purpose and Authorization. (a) The Bonds shall be issued in fully
registered form, without coupons, under and pursuant to the authority of the City’s Home Rule
Charter and the Act in the total authorized aggregate principal amount not to exceed TEN
MILLION AND NO/100 DOLLARS ($10,000,000) for the purpose of providing all or part of
the funds to refund the Refunded Obligations. Proceeds of the Bonds also will be used to pay
costs of issuing of the Bonds and refunding the Refunded Obligations.
(b) It is hereby found and determined that the refunding of the Refunded Obligations
and the issuance of the Bonds will benefit the City by reducing net present value debt service,
and that such benefit is sufficient consideration for the issuance of the Bonds.
Section3.2.: Designation and Date. The Bonds shall be designated as the “City of La
Porte, Texas, General Obligation Refunding Bonds, Series 2012,” shall be dated March 1, 2012,
4
HOU:3189356.1
Section3.2.: Designation and Date. The Bonds shall be designated as the “City of La
Porte, Texas, General Obligation Refunding Bonds, Series 2012,” shall be dated March 1, 2012,
and shall bear interest from the Issuance Date, unless otherwise provided in the Officers’ Pricing
Certificate.
Section 3.3.: Numbers, Denomination, Interest Rates and Maturities. Unless otherwise
provided in the Officers’ Pricing Certificate, the Bonds shall initially be issued bearing the
numbers and shall mature on March 15 in each of the years, principal amounts and bearing
interest at the rates set forth in the Officers’ Pricing Certificate, and may be transferred and
exchanged as set out in this Ordinance. Bonds delivered in transfer of or in exchange for other
Bonds shall be numbered in order of their authentication by the Paying Agent/Registrar, shall be
in the denomination of $5,000 or integral multiples thereof and shall mature on the same date
and bear interest at the same rate as the Bond or Bonds in lieu of which they are delivered.
Section 3.4.: Sale and Delivery of Bonds. As authorized by Section 1207.007 of the Act,
the Authorized Representatives are hereby authorized to act on behalf of the City in selling and
delivering the Bonds and carrying out the other procedures specified in this Ordinance including,
without limitation, determining the date on and price at which the Bonds will be sold, the
Issuance Date and dated date, the years in which the Bonds will mature, the aggregate principal
amount of the Bonds, the principal amount to mature in each year of maturity, the rate of interest
to be borne by each such maturity, any optional and mandatory sinking fund redemption
provisions, the aggregate principal amount of Refunded Obligations and the particular Refunding
Candidates to be Refunded Bonds, and all other matters not expressly provided in this Ordinance
relating to the issuance, sale and delivery of the Bonds, including the refunding of the Refunded
Obligations, all of which shall be specified in the Officers’ Pricing Certificate, substantially in
the form attached hereto as Exhibit A; provided that:
(a)the net effective interest rate on the Bonds shall not exceed the maximum rate
allowed by Chapter 1204, Texas Government Code, as amended;
(b)the sum of the principal amounts of the Bonds, which may not exceed the
maximum principal amount authorized in Section 3.1 hereof, plus any net
premium from the sale of the Bonds, must be sufficient to provide amounts
necessary to fund the costs and expenses of refunding the Refunded Obligations
and the estimated costs of issuance of the Bonds, including underwriters’
discount;
(c)the net present value savings to the City in debt service resulting from the
issuance of the Bonds shall be at least 4.00% of the principal amount of the
Refunded Obligations, as shown by a table of calculations prepared by the City’s
financial advisor and attached to the Officers’ Pricing Certificate;
(d)the maximum maturity of the Bonds shall not exceed March 15, 2025; and
(e)any finding by the Authorized Representatives relating to the sale and delivery of
the Bonds and the designation of Refunded Obligations shall have the same force
and effect as a finding or determination made by the Board.
5
HOU:3189356.1
The authority conferred by this Section shall expire at 5:00 p.m. on August 13, 2012.
Section 3.5.: Redemption Prior to Maturity. (a) Unless otherwise provided in the
Officers’ Pricing Certificate, the Bonds maturing on and after March 15, 2023, are subject to
redemption prior to maturity, at the option of the City, in whole or in part, on March 15, 2022, or
any date thereafter, at par plus accrued interest to the date fixed for redemption.
(b) The Bonds shall be subject to mandatory sinking fund redemption as provided in
the Officers’ Pricing Certificate.
(c) Bonds may be redeemed in part only in integral multiples of $5,000. If a Bond
subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be
redeemed, but only in integral multiples of $5,000. In selecting portions of Bonds for
redemption, each Bond shall be treated as representing that number of Bonds of $5,000
denomination which is obtained by dividing the principal amount of such Bond by $5,000. Upon
presentation and surrender of any Bond for redemption in part, the Paying Agent/Registrar, in
accordance with the provisions of this Ordinance, shall authenticate and deliver in exchange
therefor a Bond or Bonds of like maturity and interest rate in an aggregate principal amount
equal to the unredeemed portion of the Bond so surrendered.
(d) Notice of any redemption, identifying the Bonds or portions thereof to be
redeemed, shall be sent by United States mail, first class, postage prepaid, to the Registered
Owners thereof at their addresses as shown on the Register, not less than thirty (30) days before
the date fixed for such redemption. By the date fixed for redemption, due provision shall be
made with the Paying Agent/Registrar for the payment of the redemption price of the Bonds
called for redemption. If such notice of redemption is given, and if due provision for such
payment is made, all as provided above, the Bonds which are to be so redeemed thereby
automatically shall be redeemed prior to their scheduled maturities, they shall not bear interest
after the date fixed for redemption, and they shall not be regarded as being Outstanding except
for the purpose of being paid with the funds so provided for such payment.
Section3.6.: Manner of Payment, Characteristics, Execution and Authentication. The
Paying Agent/Registrar is hereby appointed the paying agent for the Bonds. The Bonds shall be
payable, shall have the characteristics and shall be executed, sealed, registered and authenticated,
all as provided and in the manner indicated in the FORM OF BOND set forth in Attachment C to
Exhibit A hereto. If any officer of the City whose manual or facsimile signature shall appear on
the Bonds shall cease to be such officer before the authentication of the Bonds or before the
delivery of the Bonds, such manual or facsimile signature shall nevertheless be valid and
sufficient for all purposes as if such officer had remained in such office.
The approving legal opinion of Andrews Kurth LLP, Houston, Texas, Bond Counsel,
may be printed on the back of the Bonds over the certification of the City Secretary, which may
be executed in facsimile. CUSIP numbers also may be printed on the Bonds, but errors or
omissions in the printing of either the opinion or the numbers shall have no effect on the validity
of the Bonds.
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Section3.7.: Special Record Date. If interest on any Bond is not paid on any Interest
Payment Date and continues unpaid for thirty (30) days thereafter, the Paying Agent/Registrar
shall establish a new record date for the payment of such interest, to be known as a Special
Record Date. The Paying Agent/Registrar shall establish a Special Record Date when funds to
make such interest payment are received from or on behalf of the City. Such Special Record
Date shall be fifteen (15) days prior to the date fixed for payment of such past due interest, and
notice of the date of payment and the Special Record Date shall be sent by United States mail,
first class, postage prepaid, not later than five (5) days prior to the Special Record Date, to each
affected Registered Owner as of the close of business on the day prior to mailing of such notice.
Section3.8.: Authentication. Except for the Bonds to be initially issued, which need not
be authenticated by the Paying Agent/Registrar, only such Bonds as shall bear thereon a
certificate of authentication, substantially in the form provided in Article IV of this Ordinance,
manually executed by an authorized representative of the Paying Agent/Registrar, shall be
entitled to the benefits of this Ordinance or shall be valid or obligatory for any purpose. Such
duly executed certificate of authentication shall be conclusive evidence that the Bond so
authenticated was delivered by the Paying Agent/Registrar hereunder.
Section3.9.: Ownership. The City, the Paying Agent/Registrar and any other person
may treat the person in whose name any Bond is registered as the absolute owner of such Bond
for the purpose of making and receiving payment of the principal thereof and interest thereon
and for all other purposes, whether or not such Bond is overdue, and neither the City nor the
Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. All
payments made to the person deemed to be the Registered Owner of any Bond in accordance
with this Section shall be valid and effective and shall discharge the liability of the City and the
Paying Agent/Registrar upon such Bond to the extent of the sums paid.
Section3.10.: Registration, Transfer and Exchange. The Paying Agent/Registrar is
hereby appointed the registrar for the Bonds. So long as any Bond remains Outstanding, the
Paying Agent/Registrar shall keep the Register at its office in Houston, Texas in which, subject
to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for
the registration and transfer of the Bonds in accordance with the terms of this Ordinance.
Each Bond shall be transferable only upon the presentation and surrender thereof at the
office of the Paying Agent/Registrar, accompanied by an assignment duly executed by the
Registered Owner or his authorized representative in form satisfactory to the Paying
Agent/Registrar. Upon due presentation of any Bond for transfer, the Paying Agent/Registrar
shall authenticate and deliver in exchange therefor, within seventy-two (72) hours after such
presentation, a new Bond or Bonds, registered in the name of the transferee or transferees, in
authorized denominations and of the same maturity and aggregate principal amount and bearing
interest at the same rate as the Bond or Bonds so presented and surrendered.
All Bonds shall be exchangeable upon the presentation and surrender thereof at the office
of the Paying Agent/Registrar for a Bond or Bonds, maturity and interest rate and in any
authorized denomination, in an aggregate principal amount equal to the unpaid principal amount
of the Bond or Bonds presented for exchange. The Paying Agent/Registrar shall be and is
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hereby authorized to authenticate and deliver exchange Bonds in accordance with the provisions
of this Section. Each Bond delivered by the Paying Agent/Registrar in accordance with this
Section shall be entitled to the benefits and security of this Ordinance to the same extent as the
Bond or Bonds in lieu of which such Bond is delivered.
All Bonds issued in transfer or exchange shall be delivered to the Registered Owners
thereof at the office of the Paying Agent/Registrar or sent by United States mail, first class,
postage prepaid.
The City or the Paying Agent/Registrar may require the Registered Owner of any Bond to
pay a sum sufficient to cover any tax or other governmental charge that may be imposed in
connection with the transfer or exchange of such Bond. Any fee or charge of the Paying
Agent/Registrar for such transfer or exchange shall be paid by the City.
The Paying Agent/Registrar shall not be required to transfer or exchange any Bond called
for redemption in whole or in part during the forty-five (45) day period immediately prior to the
date fixed for redemption; provided, however, that this restriction shall not apply to the transfer
or exchange by the Registered Owner of the unredeemed portion of a Bond called for redemption
in part.
Section3.11.: Book-Entry Only System. The definitive Bonds shall be initially issued in
the form of a separate single fully registered Bond for each of the maturities thereof. Upon
initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co.,
as nominee of DTC, and except as provided in Section 3.11 hereof, all of the Outstanding Bonds
shall be registered in the name of Cede & Co., as nominee of DTC. Upon delivery by DTC to
the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a
new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with
respect to interest checks being mailed to the Owner at the close of business on the Record Date,
the word “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC
Participant or to any person on behalf of whom such a DTC Participant holds an interest in the
Bonds. Without limiting the immediately preceding sentence, the City and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (a) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in
the Bonds, (b) the delivery to any DTC Participant or any other person, other than a Bondholder,
as shown on the Register, of any notice with respect to the Bonds, including any notice of
redemption or (c) the payment to any DTC Participant or any other person, other than a
Bondholder as shown in the Register, of any amount with respect to principal of Bonds,
premium, if any, or interest on the Bonds.
Except as provided in Section 3.10 of this Ordinance, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Register as the absolute owner of such Bond for the purpose of payment of
principal of, premium, if any, and interest on Bonds, for the purpose of giving notices of
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redemption and other matters with respect to such Bond, for the purpose of registering transfer
with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar
shall pay all principal of Bonds, premium, if any, and interest on the Bonds only to or upon the
order of the respective owners, as shown in the Register as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the City’s obligations with respect to payment of principal
of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No
person other than an owner shall receive a Bond evidencing the obligation of the City to make
payments of amounts due pursuant to this Ordinance.
Section 3.12.: Payments and Notices to Cede & Co. Notwithstanding any other
provision of this Ordinance to the contrary, as long as any Bonds are registered in the name of
Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and
interest on the Bonds, and all notices with respect to such Bonds shall be made and given,
respectively, in the manner provided in the representation letter of the City to DTC.
Section3.13.: Successor Securities Depository; Transfer Outside Book-Entry Only
System. In the event that the City or the Paying Agent/Registrar determines that DTC is
incapable of discharging its responsibilities described herein and in the representation letter of
the City to DTC, and that it is in the best interest of the beneficial owners of the Bonds that they
be able to obtain certificated Bonds, the City or the Paying Agent/Registrar shall (a) appoint a
successor securities depository, qualified to act as such under Section 17(a) of the Securities and
Exchange Act of 1934, as amended, notify DTC of the appointment of such successor securities
depository and transfer one or more separate Bonds to such successor securities depository or (b)
notify DTC of the availability through DTC of Bonds and transfer one or more separate Bonds to
DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall
no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee
of DTC, but may be registered in the name of the successor securities depository, or its nominee,
or in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in
accordance with the provisions of this Ordinance.
Section3.14.: Replacement Bonds. Upon the presentation and surrender to the Paying
Agent/Registrar of a damaged or mutilated Bond, the Paying Agent/Registrar shall authenticate
and deliver in exchange therefor a replacement Bond, of the same maturity, interest rate and
principal amount, bearing a number not contemporaneously outstanding. The City or the Paying
Agent/Registrar may require the Registered Owner of such Bond to pay a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection therewith and any other
expenses connected therewith, including the fees and expenses of the Paying Agent/Registrar
and the City.
If any Bond is lost, apparently destroyed or wrongfully taken, the City, pursuant to the
applicable laws of the State of Texas and ordinances of the City, and in the absence of notice or
knowledge that such Bond has been acquired by a bona fide purchaser, shall execute, and the
Paying Agent/Registrar shall authenticate and deliver, a replacement Bond of the same maturity,
interest rate and principal amount, bearing a number not contemporaneously outstanding,
provided that the Registered Owner thereof shall have:
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(a) furnished to the City and the Paying Agent/Registrar satisfactory evidence of the
ownership of and the circumstances of the loss, destruction or theft of such Bond;
(b) furnished such security or indemnity as may be required by the Paying
Agent/Registrar and the City to save and hold them harmless;
(c) paid all expenses and charges in connection therewith, including, but not limited
to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or
other governmental charge that may be imposed; and
(d) met any other reasonable requirements of the City and the Paying
Agent/Registrar.
If, after the delivery of such replacement Bond, a bona fide purchaser of the original
Bond in lieu of which such replacement Bond was issued presents for payment such original
Bond, the City and the Paying Agent/Registrar shall be entitled to recover such replacement
Bond from the person to whom it was delivered or any person taking therefrom, except a bona
fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor
to the extent of any loss, damage, cost or expense incurred by the City or the Paying
Agent/Registrar in connection therewith.
If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or
is about to become due and payable, the City in its discretion may, instead of issuing a
replacement Bond, authorize the Paying Agent/Registrar to pay such Bond.
Each replacement Bond delivered in accordance with this Section shall be entitled to the
benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which
such replacement Bond is delivered.
Section3.15.: Cancellation. All Bonds paid or redeemed in accordance with this
Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are
authenticated and delivered in accordance herewith, shall be canceled and destroyed upon the
making of proper records regarding such payment or redemption. The Paying Agent/Registrar
shall periodically furnish the City with certificates of destruction of such Bonds.
ARTICLE IV.
FORM OF BONDS
The Bonds, including the Form of Comptroller’s Registration Certificate, Form of Paying
Agent/Registrar’s Authentication Certificate, Form of Assignment and Form of Statement of
Insurance, if any, shall be in substantially the form attached hereto as Attachment C to Exhibit A,
with such omissions, insertions and variations as may be necessary or desirable, and not
prohibited by this Ordinance.
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ARTICLE V.
SECURITY FOR THE BONDS
Section5.1.: Pledge and Levy of Taxes. (a) To provide for the payment of principal of
and interest on the Bonds, there is hereby levied, within the limits prescribed by law, for the
current year and each succeeding year thereafter, while the Bonds or any part of the principal
thereof and the interest thereon remain outstanding and unpaid, an ad valorem tax upon all
taxable property within the City sufficient to pay the interest on the Bonds and to create and
provide a sinking fund of not less than 2% of the principal amount of the Bonds or not less than
the principal payable out of such tax, whichever is greater, with full allowance being made for
tax delinquencies and the costs of tax collection, and such taxes, when collected, shall be applied
to the payment of principal of and interest on the Bonds by deposit to the Debt Service Fund and
to no other purpose.
(b) The City hereby declares its purpose and intent to provide and levy a tax legally
sufficient to pay the principal of and interest on the Bonds, it having been determined that the
existing and available taxing authority of the City for such purpose is adequate to permit a
legally sufficient tax. As long as any Bonds remain outstanding, all moneys on deposit in, or
credited to, the Debt Service Fund shall be secured by a pledge of security, as provided by law
for cities in the State of Texas.
Section5.2.: Debt Service Fund. The General Obligation Refunding Bonds, Series 2012,
Debt Service Fund (the “Debt Service Fund”) is hereby created as a special fund solely for the
benefit of the Bonds. The City shall establish and maintain such fund at an official City
depository and shall keep such fund separate and apart from all other funds and accounts of the
City. Any amount on deposit in the Debt Service Fund shall be maintained by the City in trust
for the Registered Owners of the Bonds. Such amount, plus any other amounts deposited by the
City into such fund and any and all investment earnings on amounts on deposit in such fund,
shall be used only to pay the principal of, premium, if any, and interest on the Bonds.
Section5.3.: Further Proceedings. After the Bonds to be initially issued have been
executed, it shall be the duty of the Mayor to deliver the Bonds to be initially issued and all
pertinent records and proceedings to the Attorney General for examination and approval. After
the Bonds to be initially issued shall have been approved by the Attorney General, they shall be
delivered to the Comptroller for registration. Upon registration of the Bonds to be initially
issued, the Comptroller (or a deputy lawfully designated in writing to act for the Comptroller)
shall manually sign the Comptroller’s registration certificate prescribed herein to be affixed or
attached to the Bonds to be initially issued, and the seal of said Comptroller shall be impressed,
or placed in facsimile, thereon.
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ARTICLE VI.
CONCERNING THE PAYING AGENT/REGISTRAR
Section6.1.: Acceptance. The Bank of New York Mellon Trust Company, National
Association, Dallas, Texas, is hereby appointed as the initial Paying Agent/Registrar for the
Bonds pursuant to the terms and provisions of the Paying Agent/Registrar Agreement by and
between the City and the Paying Agent/Registrar. The Paying Agent/Registrar Agreement shall
be substantially in the form attached hereto as Exhibit B, the terms and provisions of which are
hereby approved, and the Mayor is hereby authorized to execute and deliver such Paying
Agent/Registrar 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. Such initial Paying
Agent/Registrar and any successor Paying Agent/Registrar, by undertaking the performance of
the duties of the Paying Agent/Registrar hereunder, and in consideration of the payment of any
fees pursuant to the terms of any contract between the Paying Agent/Registrar and the City
and/or the deposits of money pursuant to this Ordinance, shall be deemed to accept and agree to
abide by the terms of this Ordinance.
Section6.2.: Trust Funds. All money transferred to the Paying Agent/Registrar in its
capacity as Paying Agent/Registrar for the Bonds under this Ordinance (except any sums
representing Paying Agent/Registrar’s fees) shall be held in trust for the benefit of the City, shall
be the property of the City and shall be disbursed in accordance with this Ordinance.
Section6.3.: Bonds Presented. Subject to the provisions of Section 6.4, all matured
Bonds presented to the Paying Agent/Registrar for payment shall be paid without the necessity of
further instructions from the City. Such Bonds shall be canceled as provided herein.
Section6.4.: Unclaimed Funds Held by the Paying Agent/Registrar. Funds held by the
Paying Agent/Registrar that represent principal of and interest on the Bonds remaining
unclaimed by the Registered Owner thereof after the expiration of three years from the date such
funds have become due and payable (a) shall be reported and disposed of by the Paying
Agent/Registrar in accordance with the provisions of Title 6 of the Texas Property Code, as
amended, to the extent such provisions are applicable to such funds, or (b) to the extent such
provisions do not apply to the funds, such funds shall be paid by the Paying Agent/Registrar to
the City upon receipt by the Paying Agent/Registrar of a written request therefor from the City.
The Paying Agent/Registrar shall have no liability to the Registered Owners of the Bonds
by virtue of actions taken in compliance with this Section.
Section6.5.: Paying Agent/Registrar May Own Bonds. The Paying Agent/Registrar in
its individual or any other capacity, may become the owner or pledgee of Bonds with the same
rights it would have if it were not the Paying Agent/Registrar.
Section6.6.: Successor Paying Agents/Registrars. The City covenants that at all times
while any Bonds are Outstanding it will provide a legally qualified bank, trust company,
financial institution or other agency to act as Paying Agent/Registrar for the Bonds. The City
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reserves the right to change the Paying Agent/Registrar for the Bonds on not less than sixty (60)
days’ written notice to the Paying Agent/Registrar, as long as any such notice is effective not less
than 60 days prior to the next succeeding principal or interest payment date on the Bonds.
Promptly upon the appointment of any successor Paying Agent/Registrar, the previous Paying
Agent/Registrar shall deliver the Register or a copy thereof to the new Paying Agent/Registrar,
and the new Paying Agent/Registrar shall notify each Registered Owner, by United States mail,
first class, postage prepaid, of such change and of the address of the new Paying Agent/Registrar.
Each Paying Agent/Registrar hereunder, by acting in that capacity, shall be deemed to have
agreed to the provisions of this Ordinance.
ARTICLE VII.
PROVISIONS CONCERNING SALE AND
APPLICATION OF PROCEEDS OF BONDS
Section7.1.: Sale of Bonds; Insurance. The Bonds shall be sold and delivered to the
Underwriters at a price to be set forth in the Officers’ Pricing Certificate and in accordance with
the terms of the Bond Purchase Agreement, substantially in the form attached hereto as Exhibit
C. Upon completion of the terms of the Officers’ Pricing Certificate, the Authorized
Representatives are hereby authorized and directed to execute the Bond Purchase Agreement on
behalf of the City, and the Authorized Representatives and all other officers, agents and
representatives of the City are hereby authorized to do any and all things necessary or desirable
to satisfy the conditions set out therein and to provide for the issuance and delivery of the Bonds.
The City hereby acknowledges that the sale of the Bonds pursuant to the Bond Purchase
Agreement may be contingent upon the issuance of a policy of municipal bond insurance from
the Bond Insurer insuring the timely payment of principal of and interest on the Bonds. The
Authorized Representatives and other appropriate City officials are hereby authorized and
directed to execute such documents and certificates and to do any and all things necessary or
desirable to obtain such insurance, if any, and the printing on the Bonds of an appropriate legend
or statement regarding such insurance is hereby approved.
Section7.2.: Approval, Registration and Delivery. The Mayor is hereby authorized to
have control and custody of the Bonds and all necessary records and proceedings pertaining
thereto pending their delivery, and the Mayor and other officers and employees of the City are
hereby authorized and directed to make such certifications and to execute such instruments as
may be necessary to accomplish the delivery of the Bonds and to assure the investigation,
examination and approval thereof by the Attorney General and the registration of the initial
Bonds by the Comptroller. Upon registration of the Bonds, the Comptroller (or the
Comptroller’s certificates clerk or an assistant certificates clerk lawfully designated in writing to
act for the Comptroller) shall manually sign the Comptroller’s Registration Certificates
prescribed herein to be attached or affixed to each Bond initially delivered and the seal of the
Comptroller shall be impressed or printed or lithographed thereon.
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Section7.3.: Offering Documents; Ratings. The City hereby authorizes the preparation
of a Preliminary Official Statement and final Official Statement, in substantially the form of the
Preliminary Official Statement, with such modifications as shall be necessary to describe the
final terms of the Bonds, dated as of the sale date, relating to the Bonds, and any addenda,
supplement or amendment thereto, and approves the distribution of such Preliminary Official
Statement and Official Statement in the offer and sale of the Bonds and in the reoffering of the
Bonds by the Underwriters, with such changes therein or additions thereto as the officials
executing same may deem advisable, such determination to be conclusively evidenced by their
execution thereof. The Mayor is hereby authorized and directed to execute, and the City
Secretary is hereby authorized and directed to attest, the final Official Statement. The
Authorized Representatives are hereby authorized to deem the Preliminary Official Statement
“final” for purposes of Rule 15c2-12 of the Securities Exchange Commission at such time as
such document omits no more than the information permitted by Subsection (b)(1) of Rule 15c2-
12.
Further, the City Council hereby ratifies, authorizes and approves the actions of the
Mayor, the City’s financial advisor and other consultants in seeking ratings on the Bonds from
Standard & Poor’s Ratings Services and such actions are hereby ratified and confirmed.
Section7.4.: Application of Proceeds of Bonds. Proceeds from the sale of the Bonds
shall, promptly upon receipt by the City, be applied as follows:
(a)A portion of the proceeds shall be applied to pay expenses arising in connection
with the issuance of the Bonds and the refunding of the Refunded Obligations;
(b)A portion of the proceeds shall be used to establish an escrow fund to refund the
Refunded Obligations, as more fully provided in the Escrow Agreement; and
(c)any remaining proceeds shall be transferred to the Debt Service Fund.
Section7.5.: Tax Exemption. The City intends that the interest on the Bonds shall be
excludable from gross income of the owners thereof for federal income tax purposes pursuant to
Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended, (the
“Code”) and all applicable temporary, proposed and final regulations (the “Regulations”) and
procedures promulgated thereunder and applicable to the Bonds. For this purpose, the City
covenants that it will monitor and control the receipt, investment, expenditure and use of all
gross proceeds of the Bonds (including all property, the acquisition, construction or improvement
of which is to be financed directly or indirectly with the proceeds of the Bonds) and take or omit
to take such other and further actions as may be required by Sections 103 and 141 through 150 of
the Code and the Regulations to cause the interest on the Bonds to be and remain excludable
from the gross income, as defined in Section 61 of the Code, of the owners of the Bonds for
federal income tax purposes. Without limiting the generality of the foregoing, the City shall
comply with each of the following covenants:
(a) The City will use all of the proceeds of the Bonds to: (i) acquire United States
Treasury Securities (the “Escrowed Securities”) sufficient to pay the principal of,
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premium, if any, and interest on the Refunded Obligations, and (ii) to pay the
costs of issuing the Bonds except for amounts, if any, described in the Report (as
defined in the Escrow Agreement) as the rounding amount and the ending cash
balance in the Escrow Fund (as defined in the Escrow Agreement). All of the
proceeds of the Bonds will be used for the purposes set forth above.
(b) The City will not directly or indirectly take any action or omit to take any action,
which action or omission would cause the Bonds or the Refunded Obligations to
constitute “private activity bonds” within the meaning of Section 141(a) of the
Code.
(c) Principal of and interest on the Bonds will be paid solely from ad valorem taxes
collected by the City, investment earnings on such collections, and as available,
proceeds of the Bonds.
(d) Based upon all facts and estimates now known or reasonably expected to be in
existence on the date the Bonds are delivered, the City reasonably expects that the
proceeds of the Bonds and the Refunded Obligations (to the extent any of such
proceeds remain unexpended) will not be used in a manner that would cause the
Bonds or the Refunded Obligations or any portion thereof to be “arbitrage bonds”
within the meaning of Section 148 of the Code.
(e) At all times while the Bonds are outstanding, the City will identify and properly
account for all amounts constituting gross proceeds of the Bonds in accordance
with the Regulations. The City will monitor the yield on the investments of the
proceeds of the Bonds and, to the extent required by the Code and the
Regulations, will restrict the yield on such investments to a yield which is not
materially higher than the yield on the Bonds. To the extent necessary to prevent
the Bonds from constituting “arbitrage bonds,” the City will make such payments
as are necessary to cause the yield on all yield restricted nonpurpose investments
allocable to the Bonds to be less than the yield that is materially higher than the
yield on the Bonds.
(f) The City will not take any action or knowingly omit to take any action, if taken or
omitted, would cause the Bonds to be treated as “federally guaranteed”
obligations for purposes of Section 149(b) of the Code.
(g) The City represents that not more than fifty percent (50%) of the proceeds of any
new money portion of the Bonds or any new money issue refunded by, the
Refunded Obligations was invested in nonpurpose investments (as defined in
Section 148(f)(b)(A) of the Code) having a substantially guaranteed yield for four
years or more within the meaning of Section 149(g)(3)(A)(ii) of the Code, and the
City reasonably expected at the time each issue of the Refunded Obligations was
issued that at least eighty-five percent (85%) of the spendable proceeds of the
Bonds or the Refunded Obligations would be used to carry out the governmental
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purpose of such Bonds within the corresponding three-year period beginning on
the respective dates of the Bonds or the Refunded Obligations.
(h) The City will take all necessary steps to comply with the requirement that certain
amounts earned by the City on the investment of the gross proceeds of the Bonds,
if any, be rebated to the federal government. Specifically, the City will (i)
maintain records regarding the receipt, investment and expenditure of the gross
proceeds of the Bonds as may be required to calculate such excess arbitrage
profits separately from records of amounts on deposit in the funds and accounts of
the City allocable to other obligations of the City or moneys which do not
represent gross proceeds of any obligations of the City and retain such records for
at least six years after the day on which the last outstanding Bond is discharged,
(ii) account for all gross proceeds under a reasonable, consistently applied method
of accounting, not employed as an artifice or device to avoid, in whole or in part,
the requirements of Section 148 of the Code, including any specified method of
accounting required by applicable Regulations to be used for all or a portion of
the gross proceeds, (iii) calculate, at such times as are required by applicable
Regulations, the amount of excess arbitrage profits, if any, earned from the
investment of the gross proceeds of the Bonds and (iv) timely pay, as required by
applicable Regulations, all amounts required to be rebated to the federal
government. In addition, the City will exercise reasonable diligence to assure that
no errors are made in the calculations required by the preceding sentence and, if
such an error is made, to discover and promptly correct such error within a
reasonable amount of time thereafter, including payment to the federal
government of any delinquent amounts owed to it, including interest thereon and
penalty.
(i) The City will not indirectly pay any amount otherwise payable to the federal
government pursuant to the foregoing requirements to any person other than the
federal government by entering into any investment arrangement with respect to
the gross proceeds of the Bonds that might result in a reduction in the amount
required to be paid to the federal government because such arrangement results in
smaller profit or a larger loss than would have resulted if such arrangement had
been at arm’s length and had the yield on the issue not been relevant to either
party.
(j) The City will timely file or cause to be filed with the Secretary of the Treasury of
the United States the information required by Section 149(e) of the Code with
respect to the Bonds on such form and in such place as the Secretary may
prescribe.
(k) The City will not issue or use the Bonds as part of an “abusive arbitrage device”
(as defined in Section 1.148 10(a) of the Regulations). Without limiting the
foregoing, the Bonds are not and will not be a part of a transaction or series of
transactions that attempts to circumvent the provisions of Section 148 of the Code
and the Regulations, by (i) enabling the City to exploit the difference between tax
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exempt and taxable interest rates to gain a material financial advantage, or (ii)
increasing the burden on the market for tax-exempt obligations.
(l) Proper officers of the City charged with the responsibility for issuing the Bonds
are hereby directed to make, execute and deliver certifications as to facts,
estimates or circumstances in existence as of the Issue Date and stating whether
there are facts, estimates or circumstances that would materially change the City’s
expectations. On or after the Issue Date, the City will take such actions as are
necessary and appropriate to assure the continuous accuracy of the representations
contained in such certificates.
(m) The covenants and representations made or required by this Section are for the
benefit of the Bond holders and any subsequent Bond holder, and may be relied
upon by the Bondholder and any subsequent Bondholder and bond counsel to the
City.
In complying with the foregoing covenants, the City may rely upon an unqualified
opinion issued to the City by nationally recognized bond counsel that any action by the City or
reliance upon any interpretation of the Code or Regulations contained in such opinion will not
cause interest on the Bonds to be includable in gross income for federal income tax purposes
under existing law.
Notwithstanding any other provision of this Resolution, the City’s representations and
obligations under the covenants and provisions of this Section 7.5 shall survive the defeasance
and discharge of the Bonds for as long as such matters are relevant to the exclusion of interest on
the Bonds from the gross income of the owners for federal income tax purposes.
Section 7.6.: Escrow Agreement. The discharge and defeasance of the Refunded
Obligations shall be effectuated pursuant to the terms and provisions of the Escrow Agreement to
be entered into by and between the City and the Escrow Agent, which shall be substantially in
the form attached hereto as Exhibit D, 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 the Underwriters and the City’s Financial Advisor, (b) to
minimize the City’s 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 such
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 7.7.: Redemption Prior to Maturity of Refunded Obligations. To minimize the
City’s costs of refunding, the City hereby authorizes and directs that certain of the Refunded
Obligations shall be called for redemption prior to maturity in the amounts, at the dates and at the
redemption prices set forth in the Officers’ Pricing Certificate, and the Authorized
Representatives are hereby authorized and directed to take all necessary and appropriate action to
give or cause to be given a notice of redemption and/or a notice of defeasance to the holders or
paying agent/ registrars, as appropriate, of such bonds, and, if required, to publish such notices,
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all in the manner required by the documents authorizing the issuance of such Refunded
Obligations.
Section7.8.: Purchase of United States Treasury Obligations. To assure the purchase of
the Escrowed Securities referred to in the Escrow Agreement, the Authorized Representatives
and other officers and employees of the City are hereby authorized to subscribe for, agree to
purchase and purchase obligations of the United States of America, in such amounts and
maturities and bearing interest at such rates as may be provided for in the Report to be attached
to the Escrow Agreement, and to execute any and all subscriptions, purchase agreements,
commitments, letters of authorization and other documents necessary to effectuate the foregoing.
Any actions heretofore taken for such purpose are hereby ratified and approved.
Section 7.9.: Related Matters. In order that the City shall satisfy in a timely manner all
of its obligations under this Ordinance, the Mayor, City Secretary and all other appropriate
officers, agents, representatives and employees of the City are hereby authorized and directed to
take all other actions that are reasonably necessary to provide for the issuance and delivery of the
Bonds, including, without limitation, executing and delivering on behalf of the City all
certificates, consents, receipts, requests, notices, and other documents as may be reasonably
necessary to satisfy the City’s obligations under this Ordinance and to direct the transfer and
application of funds of the City consistent with the provisions of this Ordinance.
ARTICLE VIII.
CONTINUING DISCLOSURE UNDERTAKING
Section8.1.: Annual Reports. The City shall provide annually to the MSRB in an
electronic format prescribed by the MSRB, within six months after the end of each fiscal year,
financial information and operating data with respect to the City of the general type included in
the final Official Statement authorized by Section 7.3 of this Ordinance, being the financial
information and operating data described in the Official Statement in Tables 1-6 and 8-14 and in
Appendix B. Any financial statements so to be provided shall be (1) prepared in accordance
with the accounting principles described in Appendix B to the Official Statement and (2) audited,
if the City commissions an audit of such statements and the audit is completed within the period
during which they must be provided. If audited financial statements are not so provided, then the
City shall provide audited financial statements for the applicable fiscal year to the MSRB, when
and if audited financial statements become available.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to the MSRB or filed with the SEC.
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Section8.2.: Certain Event Notices. The City shall notify the MSRB, in a timely manner
not to exceed ten (10) business days, of any of the following events with respect to the Bonds or
the City:
(a)Principal and interest payment delinquencies;
(b)Non-payment related defaults, if material;
(c)Unscheduled draws on debt service reserves reflecting financial difficulties;
(d)Unscheduled draws on credit enhancements reflecting financial difficulties;
(e)Substitution of credit or liquidity providers, or their failure to perform;
(f)Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to the tax status of
the Bonds, or other material events affecting the tax status of the Bonds;
(g)Modifications to rights of holders of the Bonds, if material;
(h)Bond calls, if material, and tender offers;
(i)Defeasances;
(j)Release, substitution, or sale of property securing repayment of the Bonds, if
material;
(k)Rating changes;
(l)Bankruptcy, insolvency, receivership or similar event of the City;
(m)The consummation of a merger, consolidation, or acquisition involving the City
or the sale of all or substantially all of the assets of the City other than in the
ordinary course of business, the entry into a definitive agreement to undertake
such an action or the termination of a definitive agreement relating to any such
actions, other than pursuant to its terms, if material; and
(n)Appointment of a successor or additional Paying Agent/Registrar or the change of
name of Paying Agent/Registrar, if material.
The City shall notify the MSRB in an electronic format prescribed by the MSRB, in a
timely manner, of any failure by the City to provide financial information or operating data in
accordance with Section 8.1 of this Ordinance by the time required by such Section.
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Section8.3.: Limitations, Disclaimers and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Article for so long as, but only for so long as,
the City remains an “obligated person” with respect to the Bonds within the meaning of the Rule,
except that the City in any event will give the notice required by Section 8.2 of any Bond calls
and defeasance that cause the City to be no longer such an “obligated person.”
The provisions of this Article are for the sole benefit of the holders and beneficial owners
of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal
or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information, operating data, financial statements, and notices which it
has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide
any other information that may be relevant or material to a complete presentation of the City’s
financial results, condition, or prospects or hereby undertake to update any information provided
in accordance with this Article or otherwise, except as expressly provided herein. The City does
not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Article shall
constitute a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Article may be amended by the City from time to time to adapt the
changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Article, as so amended, would have permitted an underwriter to purchase or
sell the Bonds in the primary offering of the Bonds in compliance with the Rule, taking into
account any amendments or interpretations of the Rule to the date of such amendment, as well as
such changed circumstances, and (2) either (a) the holders of a majority in aggregate principal
amount (or any greater amount required by any other provision of this Ordinance that authorizes
such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interests of the holder and beneficial owners of the
Bonds. If the City so amends the provisions of this Article, it shall include with any amended
financial information or operating data next provided in accordance with Section 8.1 an
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explanation, in narrative form, of the reasons for the amendment and of the impact of any change
in the type of financial information or operating data so provided. The City may also amend or
repeal the provisions of this Article if the SEC amends or repeals the applicable provisions of the
Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid,
and the City also may amend the provisions of this Article in its discretion in any other manner
or circumstance, but in either case only if and to the extent that the provisions of this sentence
would not have prevented an underwriter from lawfully purchasing or selling Bonds in the
primary offering of the Bonds.
Section8.4.: Definitions. As used in this Article, the following terms have the meanings
ascribed to such terms below:
“MSRB” means the Municipal Securities Rulemaking Board.
“Rule” means SEC Rule 15c2-12, as amended from time to time.
“SEC” means the United States Securities and Exchange Commission.
ARTICLE IX.
MISCELLANEOUS
Section 9.1.: Defeasance. The City may defease the provisions of this Ordinance and
discharge its obligations to the Registered Owners of any or all of the Bonds to pay the principal
of and interest thereon in any manner now or hereafter permitted by law, including by depositing
with the Paying Agent/Registrar or with the Comptroller either:
(a)cash in an amount equal to the principal amount of such Bonds plus interest
thereon to the date of maturity or redemption; or
(b)pursuant to an escrow or trust agreement, cash and/or (i) direct noncallable
obligations of United States of America, including obligations that are
unconditionally guaranteed by the United States of America; (ii) noncallable
obligations of an agency or instrumentality of the United States, including
obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that are rated as to investment quality by a nationally
recognized investment rating firm not less than AAA or its equivalent; or (iii)
noncallable obligations of a state or an agency or a county, municipality, or other
political subdivision of a state that have been refunded and that are rated as to
investment quality by a nationally recognized investment rating firm not less than
AAA or its equivalent, which, in the case of (i), (ii) or (iii), may be in book-entry
form, and the principal of and interest on which will, when due or redeemable at
the option of the holder, without further investment or reinvestment of either the
principal amount thereof or the interest earnings thereon, provide money in an
amount which, together with other moneys, if any, held in such escrow at the
same time and available for such purpose, shall be sufficient to provide for the
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timely payment of the principal of and interest thereon to the date of maturity or
earlier redemption;
provided, however, that if any of the Bonds are to be redeemed prior to their respective dates of
maturity, provision shall have been made for giving notice of redemption as provided in this
Ordinance. Upon such deposit, such Bonds shall no longer be regarded to be Outstanding or
unpaid. Any surplus amounts not required to accomplish such defeasance shall be returned to
the City.
Section9.2.: Application of Chapter 1208, Government Code. Chapter 1208,
Government Code, applies to the issuance of the Bonds and the pledge of the taxes granted by
the City under Section 5.1 of this Ordinance, and such pledge is therefore valid, effective and
perfected. If Texas law is amended at any time while the Bonds are outstanding and unpaid such
that the pledge of the taxes granted by the City under Section 5.1 of this Ordinance is to be
subject to the filing requirements of Chapter 9, Business & Commerce Code, then in order to
preserve to the Registered Owners of the Bonds the perfection of the security interest in said
pledge, the City agrees to take such measures as it determines are reasonable and necessary
under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce
Code and enable a filing to perfect the security interest in said pledge to occur.
Section9.3.: Ordinance a Contract - Amendments. This Ordinance shall constitute a
contract with the Registered Owners from time to time, be binding on the City, and shall not be
amended or repealed by the City so long as any Bond remains Outstanding except as permitted
in this Section. The City may, without the consent of or notice to any Registered Owners,
from time to time and at any time, amend this Ordinance in any manner not detrimental to the
interests of the Registered Owners, including the curing of any ambiguity, inconsistency, or
formal defect or omission herein. In addition, the City may, with the consent of Registered
Owners who own in the aggregate 51% of the principal amount of the Bond then Outstanding,
amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the
consent of all Registered Owners of Outstanding Bonds, no such amendment, addition, or
rescission shall (i) extend the time or times of payment of the principal of and interest on the
Bonds, reduce the principal amount thereof, the redemption price, or the rate of interest
thereon, or in any other way modify the terms of payment of the principal of or interest on the
Bonds, (ii) give any preference to any Bond over any other Bond, or (iii) reduce the aggregate
principal amount of Bonds required to be held by Registered Owners for consent to any such
amendment, addition, or rescission.
Section9.4.: Legal Holidays. In any case where the date interest accrues and becomes
payable on the Bonds or principal of the Bonds matures or the date fixed for redemption of any
Bonds or a Record Date shall be in the City a Saturday, Sunday, legal holiday or a day on which
banking institutions are authorized by law to close, then payment of interest or principal need not
be made on such date, or the Record Date shall not occur on such date, but payment may be
made or the Record Date shall occur on the next succeeding day which is not in the City a
Saturday, Sunday, legal holiday or a day on which banking institutions are authorized by law to
close with the same force and effect as if (i) made on the date of maturity or the date fixed for
redemption and no interest shall accrue for the period from the date of maturity or redemption to
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the date of actual payment or (ii) the Record Date had occurred on the fifteenth day of that
calendar month.
Section9.5.: No Recourse Against City Officials. No recourse shall be had for the
payment of principal of or interest on any Bonds or for any claim based thereon or on this
Ordinance against any official of the City or any person executing any Bonds.
Section9.6.: Power to Revise Form of Documents. Notwithstanding any other
provision of this Ordinance, the Mayor is hereby authorized to make or approve such revisions,
additions, deletions, and variations to this Ordinance and in the form of the documents attached
hereto as exhibits as, in the judgment of the Mayor, and in the opinion of Bond Counsel to the
City, may be necessary or convenient to carry out or assist in carrying out the purposes of this
Ordinance, or as may be required for approval of the Bonds by the Attorney General of Texas;
provided, however, that any changes to such documents resulting in substantive amendments to
the terms and conditions of the Bonds or such documents shall be subject to the prior approval of
the City Council.
Section9.7.: Further Proceedings. The Mayor, City Secretary and other appropriate
officials of the City are hereby authorized and directed to do any and all things necessary and/or
convenient to carry out the terms of this Ordinance.
Section9.8.: Severability. If any Section, paragraph, clause or provision of this
Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such Section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Ordinance.
Section9.9.: Open Meeting. It is hereby found, determined and declared that a sufficient
written notice of the date, hour, place and subject of the meeting of the City Council at which
this Ordinance was adopted was posted at a place convenient and readily accessible at all times
to the general public at City Hall for the time required by law preceding this meeting, as required
by the Open Meetings Law, Chapter 551, Texas Government Code, 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.
Section9.10.: Repealer. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section9.11.: Effective Date. This Ordinance shall be in force and effect from and after
its passage on the date shown below.
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PASSED AND ADOPTED this February 13, 2012.
CITY OF LA PORTE, TEXAS
Mayor
ATTEST:
City Secretary
(SEAL)
Schedules and Exhibits:
Schedule 1 — Schedule of Refunding Candidates
Exhibit A — Form of Officers’ Pricing Certificate
Exhibit B — Form of Paying Agent/Registrar Agreement
Exhibit C — Form of Bond Purchase Agreement
Exhibit D — Form of Escrow Agreement
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SCHEDULE 1
SCHEDULE OF REFUNDING CANDIDATES
Limited Tax Bonds, Series 2002
Maturity Date Interest Rate Par Amount Call Date Price
03/15/2019 4.600% $270,000 03/15/2015 100%
03/15/2020 4.700 270,000 03/15/2015 100
03/15/2021 4.800 270,000 03/15/2015 100
03/15/2022 4.850 270,000 03/15/2015 100
03/15/2023 4.900 270,000 03/15/2015 100
03/15/2024 5.000 270,000 03/15/2015 100
03/15/2025 5.000 270,000 03/15/2015 100
Certificates of Obligation, Series 2004
Maturity Date Interest Rate Par Amount Call Date Price
03/15/2018 3.850% $380,000 03/15/2014 100%
03/15/2019 3.950 405,000 03/15/2014 100
03/15/2020 4.050 425,000 03/15/2014 100
03/15/2021 4.100 450,000 03/15/2014 100
03/15/2022 4.200 475,000 03/15/2014 100
03/15/2023 4.250 505,000 03/15/2014 100
03/15/2024 4.350 530,000 03/15/2014 100
03/15/2025 4.450 560,000 03/15/2014 100
Certificates of Obligation, Series 2005
Maturity Date Interest Rate Par Amount Call Date Price
03/15/2021 4.150% $110,000 03/15/2015 100%
03/15/2022 4.150 115,000 03/15/2015 100
03/15/2023 4.150 120,000 03/15/2015 100
03/15/2024 4.200 125,000 03/15/2015 100
03/15/2025 4.200 130,000 03/15/2015 100
General Obligation Bonds, Series 2005
Maturity Date Interest Rate Par Amount Call Date Price
03/15/2021 4.000% $470,000 03/15/2015 100%
03/15/2022 4.000 490,000 03/15/2015 100
03/15/2023 4.125 510,000 03/15/2015 100
03/15/2024 4.150 530,000 03/15/2015 100
03/15/2025 4.200 550,000 03/15/2015 100
SCHEDULE 1
HOU:3189356.1
EXHIBIT A
FORM OF OFFICERS’ PRICING CERTIFICATE
CITY OF LA PORTE, TEXAS,
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2012
THIS OFFICERS’ PRICING CERTIFICATE is executed as of _____________, 2012, by
the Assistant City Manager and Finance Director of the City of La Porte, Texas (the “City”),
pursuant to the authorization contained in an ordinance of the City Council, acting as the
governing body of the City, adopted on February 13, 2012 (the “Ordinance”), authorizing the
issuance of the captioned series of bonds and delegating to the undersigned the authority to agree
to and stipulate certain terms and provisions thereof, all of which are set forth herein.
Capitalized terms used in this Officers’ Pricing Certificate shall have the meanings
assigned to them in the Ordinance.
1. Principal Amount, Maturity Amount, Numbers, Interest Rates and Maturities.
The Bonds shall be dated ____________, 2012, but shall bear interest from the
Issuance Date. The Bonds shall be issued in the total authorized principal amount
of $_____________ [consisting of $________ issued as serial bonds and
$________ issued as term bonds (the “Term Bonds”)].
The Bonds shall mature on March 15 in each of the years and in the amounts set
out in the following schedule:
Bond
NumberMaturity Principal Amount Interest Rate
R-1 2013
R-2 2014
R-3 2015
R-4 2016
R-5 2017
R-6 2018
R-7 2019
R-8 2020
R-9 2021
R-10 2022
R-11 2023
R-12 2024
R-13 2025
2. Redemption.
(a) Optional. The Bonds maturing on and after March 15, 20__ are subject to
optional redemption, in whole or, from time to time, in part on any date on
or after March 15, 20__ at a redemption price of par plus accrued interest.
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(b) Mandatory. The Bonds maturing in the year _____ will be issued as term
bonds and shall be subject to the following mandatory redemption
requirements:
TERM BONDS MATURING MARCH 15, ____
Mandatory
Redemption Date Principal Redemption
(March 15) Amount Price
100%
100
100
100
To the extent that such Term Bonds have been previously called for
redemption or purchased and retired in part and otherwise than from
scheduled mandatory redemption payments, future mandatory redemption
payments may be reduced by the principal amount of such Term Bonds so
redeemed or purchased.
In lieu of mandatorily redeeming the Term Bonds, the City reserves the
right to purchase for cancellation Term Bonds of the same maturity at a
price no greater than the applicable redemption price of such Term Bonds.
The Paying Agent/Registrar will select by lot the specific Term Bonds (or
with respect to Term Bonds having a denomination in excess of $5,000,
each $5,000 portion thereof) to be redeemed by mandatory redemption.
The principal amount of Term Bonds required to be redeemed on any
redemption date pursuant to the foregoing mandatory redemption
provisions shall be reduced, at the option of the City, by the principal
amount of any Bonds having the same maturity which have been
purchased or redeemed by the City as follows, at least 45 days prior to the
mandatory redemption date:
(i) if the City directs the Paying Agent to purchase Bonds with money
in the debt service fund for the Bonds (at a price not greater than
par plus accrued interest to the date of purchase), then a credit of
100% of the principal amount of such Bonds purchased will be
made against the next mandatory redemption installment due, or
(ii) if the City purchases or redeems Bonds with other available
moneys, then the principal amount of such Bonds will be credited
against future mandatory redemption installments in any order, and
in any annual amount, that the City may direct.
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3. Purchase Price. The sale of the Bonds is authorized pursuant to the form of Bond
Purchase Agreement approved in the Ordinance at the following price:
PRINCIPAL AMOUNT$_____________
[Plus/Less] Original Issue [Premium/Discount]_____________
Less Underwriters’ Discount
PURCHASE PRICE$_____________
It is hereby found and declared that the sale of the Bonds pursuant to the Bond
Purchase Agreement at such price is on the best terms and at the best prices
reasonably obtainable by the City.
4. [___ YES NO Bond Insurance. The payment of principal of and interest
on the Bonds, when due, shall be insured by a Bond Insurance Policy issued by
___________________________________, upon the terms and conditions of the
commitment attached hereto as Attachment A.]
5. Escrow Agreement and Deposit. The Escrow Agreement attached as Attachment
B hereto is hereby approved. Pursuant to Sections 7.6 and 7.8 of the Ordinance,
$______________ from the proceeds of the Bonds shall be deposited into the
Escrow Fund created pursuant to the Escrow Agreement and applied to purchase
the escrowed securities.
6. Form of Bond. Pursuant to Article IV of the Ordinance, the Form of Bond as set
forth in Attachment C hereto is hereby approved and supersedes the Form of
Bond set forth in the Ordinance.
7. The Refunded Obligations shall be those bonds identified in Attachment D hereto.
8. Pursuant to Section 3.4 of the Ordinance, we hereby further find and determine
that:
a. The net effective interest rate on the Bonds does not exceed the maximum
rate allowed by Chapter 1204, Texas Government Code;
b. The aggregate principal amount of the Bonds does not exceed the
maximum amount authorized in Section 3.1 of the Ordinance and, when
added to any net premium, is equal to an amount sufficient to provide for
the costs and expenses of refunding the Refunded Obligations and the
estimated costs of issuance of the Bonds, including underwriters’ discount.
c. The net present value savings to the City is at least 4.00% of the principal
amount of the Refunded Obligations, as shown on Attachment E hereto;
and
d. The final maturity date of the Bonds does not exceed March 15, 2025.
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9. The undersigned hereby find, determine and declare, that in accordance with the
requirements of the Ordinance, this Officers’ Pricing Certificate complies with
and satisfies the terms and provisions of the Ordinance in accordance with the
delegation contained therein.
<EXECUTION PAGE FOLLOWS>
A-4
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WITNESS MY HAND this __________________, 2012.
Assistant City Manager
City or La Porte, Texas
Finance Director
City or La Porte, Texas
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ATTACHMENT A TO OFFICERS’ PRICING CERTIFICATE
[COMMITMENT FOR BOND INSURANCE]
A-6
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ATTACHMENT B TO OFFICERS’ PRICING CERTIFICATE
ESCROW AGREEMENT
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HOU:3189356.1
ATTACHMENT C TO OFFICERS’ PRICING CERTIFICATE
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF LA PORTE, TEXAS
GENERAL OBLIGATION REFUNDING BOND, SERIES 2012
NUMBER DENOMINATION
1
R-__ $______________
REGISTERED REGISTERED
222
INTEREST RATE: ISSUANCE DATE: MATURITY DATE: CUSIP:
March 15, ____
DATED DATE:
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
THE CITY OF LA PORTE, TEXAS, a home rule municipality of the State of Texas (the
“City”), for value received, hereby promises to pay to the Registered Owner identified above or
its registered assigns, on the maturity date specified above (or on earlier redemption as herein
provided), upon presentation and surrender of this Bond at the principal payment office of The
Bank of New York Mellon Trust Company, National Association, Dallas, Texas, or its successor
(the “Paying Agent/Registrar”), the principal amount identified above (or so much thereof as
shall not have been paid or deemed to have been paid upon prior redemption) payable in any
coin or currency of the United States of America which on the date of payment of such principal
is legal tender for the payment of debts due to the United States of America, and to pay interest
thereon at the rate shown above, calculated on a basis of a 360-day year composed of twelve 30-
day months, from the later of the Issuance Date identified above or the most recent interest
3
payment date to which interest has been paid or duly provided for. Interest on this Bond is
1
Initial Bond shall be numbered T-1.
2
Omitted from initial Bond.
3
The first sentence of the initial Bond shall read as follows:
THE CITY OF LA PORTE, TEXAS, a home rule municipality of the State of Texas (the “City”), for value
received, hereby promises to pay to the Registered Owner identified above or its registered assigns, on February 15
of each of the years and in the principal amounts set forth in the following schedule: [Insert information regarding
years of maturity, principal amounts and interest rates from Officers’ Pricing Certificate] upon presentation and
surrender of this Bond at the principal payment office of The Bank of New York Mellon Trust Company, National
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HOU:3189356.1
4
payable on _________, 20__, and each March 15 and September 15 thereafter until maturity or
earlier redemption of this Bond, by check sent by United States mail, first class, postage prepaid,
by the Paying Agent/Registrar to the Registered Owner of record as of the close of business on
the last business day of the calendar month immediately preceding the applicable interest
payment date, as shown on the registration books kept by the Paying Agent/Registrar. Any
accrued interest payable at maturity or earlier redemption shall be paid upon presentation and
surrender of this Bond at the office of the Paying Agent/Registrar.
THIS BOND IS ONE OF A DULY AUTHORIZED SERIES OF BONDS (the “Bonds”)
4
in the aggregate principal amount of $_________issued pursuant to an ordinance adopted by
the City Council of the City on February 13, 2012 (the “Ordinance”), for the purpose of
providing funds to refund certain outstanding obligations of the City (the “Refunded
Obligations”), under and pursuant to the authority of Chapter 1207, Texas Government Code, as
amended, and the City’s Home Rule Charter. Proceeds of the Bonds will also be used to pay
costs of issuing the Bonds and refunding the Refunded Obligations.
THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit
under the Ordinance unless this Bond is authenticated by the Paying Agent/Registrar by due
5
execution of the authentication certificate endorsed hereon.
THE CITY RESERVES THE RIGHT, at its option, to redeem, prior to their maturity,
44
Bonds maturing on and after March 15, 20__, in whole or in part, on March 15, 20__, or any
date thereafter, at par plus accrued interest to the date fixed for redemption.
4
THE BONDS maturing on March 15, 20__ (the "Term Bonds") are subject to mandatory
sinking fund redemption in the following amounts (subject to reduction as hereinafter provided),
on the following dates, in each case at a redemption price equal to the principal amount of the
Bonds or the portions thereof so called for redemption plus accrued interest to the date fixed for
redemption:
Mandatory Redemption Dates Principal Amounts
4
Term Bonds Maturing March 15, 20__
Association, Dallas, Texas, or its successor (the “Paying Agent/Registrar”), payable in any coin or currency of the
United States of America which on the date of payment of such principal is legal tender for the payment of debts due
to the United States of America, and to pay interest thereon at the rate shown above, calculated on a basis of a 360-
day year composed of twelve 30-day months, from the later of the Issuance Date identified above or the most recent
interest payment date to which interest has been paid or duly provided for.
4
To be completed in accordance with the Officers’ Pricing Certificate.
5
In the initial Bond, this paragraph shall read:
THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the
Ordinance unless this Bond is registered by the Comptroller of Public Accounts of the State of Texas by due
execution of the registration certificate endorsed hereon
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HOU:3189356.1
THE PARTICULAR TERM BONDS to be redeemed shall be selected by the Registrar
by lot or other customary random selection method, on or before February 1 of each year in
which Term Bonds are to be mandatorily redeemed. The principal amount of Term Bonds to be
mandatorily redeemed in each year shall be reduced by the principal amount of such Term Bonds
that have been optionally redeemed on or before February 1 of such year and which have not
been made the basis for a previous reduction.
BONDS MAY BE REDEEMED IN PART only in integral multiples of $5,000. If a
Bond subject to redemption is in a denomination larger than $5,000, a portion of such Bond may
be redeemed, but only in integral multiples of $5,000. In selecting portions of Bonds for
redemption, each Bond shall be treated as representing that number of Bonds of $5,000
denomination which is obtained by dividing the principal amount of such Bond by $5,000. Upon
surrender of any Bond for redemption in part, the Paying Agent/Registrar, in accordance with the
provisions of the Ordinance, shall authenticate and deliver in exchange therefor a Bond or Bonds
of like maturity and interest rate in an aggregate principal amount equal to the unredeemed
portion of the Bond so surrendered.
NOTICE OF ANY SUCH REDEMPTION, identifying the Bonds or portions thereof to
be redeemed, shall be sent by United States mail, first class, postage prepaid, to the Registered
Owners thereof at their addresses as shown on the books of registration kept by the Paying
Agent/Registrar, not less than thirty (30) days before the date fixed for such redemption. By the
date fixed for redemption, due provision shall be made with the Paying Agent/Registrar for the
payment of the redemption price of the Bonds called for redemption. If such notice of
redemption is given, and if due provision for such payment is made, all as provided above, the
Bonds which are to be so redeemed thereby automatically shall be redeemed prior to their
scheduled maturities, they shall not bear interest after the date fixed for redemption, and they
shall not be regarded as being outstanding except for the purpose of being paid with the funds so
provided for such payment.
THIS BOND IS TRANSFERABLE only upon presentation and surrender at the office of
the Paying Agent/Registrar, accompanied by an assignment duly executed by the Registered
Owner or its authorized representative, subject to the terms and conditions of the Ordinance.
THIS BOND IS EXCHANGEABLE at the office of the Paying Agent/Registrar for a
Bond or Bonds of the same maturity and interest rate and in the principal amount of $5,000 or
any integral multiple thereof, subject to the terms and conditions of the Ordinance.
THE PAYING AGENT/REGISTRAR is not required to accept for transfer or exchange
any Bond called for redemption, in whole or in part, during the forty-five (45) day period
immediately prior to the date fixed for redemption; provided, however, that such limitation shall
not apply to the transfer or exchange by the Registered Owner of an unredeemed portion of a
Bond called for redemption in part.
THE CITY OR PAYING AGENT/REGISTRAR may require the Registered Owner of
any Bond to pay a sum sufficient to cover any tax or other governmental charge that may be
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HOU:3189356.1
imposed in connection with the transfer or exchange of a Bond. Any fee or charge of the Paying
Agent/Registrar for a transfer or exchange shall be paid by the City.
THE REGISTERED OWNER of this Bond by acceptance hereof, acknowledges and
agrees to be bound by all the terms and conditions of the Ordinance.
IT IS HEREBY DECLARED AND REPRESENTED that this Bond has been duly and
validly issued and delivered; that all acts, conditions and things required or proper to be
performed, exist and to be done precedent to or in the issuance and delivery of this Bond have
been performed, exist and have been done in accordance with law; that the Bonds do not exceed
any constitutional or statutory limitation; and that annual ad valorem taxes sufficient to provide
for the payment of the interest on and principal of this Bond, as such interest comes due and such
principal matures, have been levied and ordered to be levied, within the limits prescribed by law,
against all taxable property in the City and have been irrevocably pledged for such payment.
REFERENCE IS HEREBY MADE TO THE ORDINANCE, a copy of which is filed
with the Paying Agent/Registrar, for the full provisions thereof, to all of which the Registered
Owners of the Bonds assent by acceptance of the Bonds.
* * * *
IN WITNESS WHEREOF, the City has caused its corporate seal to be impressed or
placed in facsimile hereon and this Bond to be signed by the Mayor and countersigned by the
City Secretary by their manual, lithographed or printed facsimile signatures.
CITY OF LA PORTE, TEXAS
Mayor
(SEAL)
COUNTERSIGNED:
City Secretary
* * * *
FORM OF COMPTROLLER’S REGISTRATION CERTIFICATE
The following form of Comptroller’s Registration Certificate shall be attached or affixed
to each of the Bonds initially delivered:
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HOU:3189356.1
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO._______________
THE STATE OF TEXAS §
I hereby certify that this bond has been examined, certified as to validity and approved by
the Attorney General of the State of Texas, and that this bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this ________________.
Comptroller of Public Accounts
(SEAL) of the State of Texas
* * * *
FORM OF PAYING AGENT/REGISTRAR’S AUTHENTICATION CERTIFICATE
The following form of authentication certificate shall be printed on the face of each of the
Bonds other than those initially delivered:
AUTHENTICATION CERTIFICATE
This Bond is one of the Bonds described in and delivered pursuant to the within-
mentioned Ordinance; and, except for the Bonds initially delivered, this Bond has been issued in
exchange for or replacement of a Bond, Bonds, or a portion of a Bond or Bonds of an issue
which originally was approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts of the State of Texas.
[PAYING AGENT/REGISTRAR],
as Paying Agent/Registrar
By:
Authorized Signature:
Date of Authentication:
* * * *
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HOU:3189356.1
FORM OF ASSIGNMENT
The following form of assignment shall be printed on the back of each of the Bonds:
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
______________________________________________________________________________
(Please print or type name, address, and zip code of Transferee)
______________________________________________________________________________
(Please insert Social Security or Taxpayer Identification Number of Transferee)
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
_______________________________________ attorney to transfer such bond on the books
kept for registration thereof, with full power of substitution in the premises.
DATED:
Signature Guaranteed:
Registered Owner
NOTICE: The signature above must
correspond to the name of the Registered
Owner as shown on the face of this bond in
NOTICE: Signature must be guaranteed by a every particular, without any alteration,
member firm of the New York Stock Exchange enlargement or change whatsoever.
or a commercial bank or trust company.
* * * *
FORM OF STATEMENT OF INSURANCE
[TO COME]
* * * *
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HOU:3189356.1
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HOU:3189356.1
ATTACHMENT D TO OFFICERS’ PRICING CERTIFICATE
DESCRIPTION OF REFUNDED OBLIGATIONS
Limited Tax Bonds, Series 2002
Maturity Date Interest Rate Par Amount Call Date Price
03/15/2019 4.600% $270,000 03/15/2015 100%
03/15/2020 4.700 270,000 03/15/2015 100
03/15/2021 4.800 270,000 03/15/2015 100
03/15/2022 4.850 270,000 03/15/2015 100
03/15/2023 4.900 270,000 03/15/2015 100
03/15/2024 5.000 270,000 03/15/2015 100
03/15/2025 5.000 270,000 03/15/2015 100
Certificates of Obligation, Series 2004
Maturity Date Interest Rate Par Amount Call Date Price
03/15/2018 3.850% $380,000 03/15/2014 100%
03/15/2019 3.950 405,000 03/15/2014 100
03/15/2020 4.050 425,000 03/15/2014 100
03/15/2021 4.100 450,000 03/15/2014 100
03/15/2022 4.200 475,000 03/15/2014 100
03/15/2023 4.250 505,000 03/15/2014 100
03/15/2024 4.350 530,000 03/15/2014 100
03/15/2025 4.450 560,000 03/15/2014 100
Certificates of Obligation, Series 2005
Maturity Date Interest Rate Par Amount Call Date Price
03/15/2021 4.150% $110,000 03/15/2015 100%
03/15/2022 4.150 115,000 03/15/2015 100
03/15/2023 4.150 120,000 03/15/2015 100
03/15/2024 4.200 125,000 03/15/2015 100
03/15/2025 4.200 130,000 03/15/2015 100
General Obligation Bonds, Series 2005
Maturity Date Interest Rate Par Amount Call Date Price
03/15/2021 4.000% $470,000 03/15/2015 100%
03/15/2022 4.000 490,000 03/15/2015 100
03/15/2023 4.125 510,000 03/15/2015 100
03/15/2024 4.150 530,000 03/15/2015 100
03/15/2025 4.200 550,000 03/15/2015 100
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HOU:3189356.1
ATTACHMENT E TO OFFICERS’ PRICING CERTIFICATE
PRESENT VALUE SAVINGS CALCULATION
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HOU:3189356.1
EXHIBIT B
FORM OF PAYING AGENT/REGISTRAR AGREEMENT
HOU:3189356.1
PAYING AGENT/REGISTRAR AGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT dated as of March 1, 2012
(together with any amendments or supplements hereto, the “Agreement”), is entered into by and
between the City of La Porte, Texas (the “Issuer”), and The Bank of New York Mellon Trust
Company, National Association, as paying agent/registrar (together with any successor in such
capacity, the “Bank”).
WITNESSETH:
WHEREAS, the Issuer has duly authorized and provided for the issuance of a series of
bonds entitled “City of La Porte, Texas, General Bond Refunding Bonds, Series 2012 (the
“Bonds”), issued as fully registered Bonds;
WHEREAS, all things necessary to make the Bonds the valid obligations of the Issuer, in
accordance with their terms, will be done upon the issuance and delivery thereof;
WHEREAS, the Issuer and the Bank wish to provide the terms under which the Bank will
act as paying agent to pay the principal of and interest on the Bonds, in accordance with the
terms thereof, and under which the Bank will act as Registrar for the Bonds; and
WHEREAS, the Issuer and the Bank have duly authorized the execution and delivery of
this Agreement; and all things necessary to make this Agreement the valid agreement of the
parties, in accordance with its terms, have been done.
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 act as Paying Agent with respect to the Bonds, to
pay to the Registered Owners of the Bonds, in accordance with the terms and provisions of this
Agreement and the Ordinance, the principal of and interest on all or any of the Bonds.
The Issuer hereby appoints the Bank as Registrar with respect to the Bonds. As Registrar
for the Bonds, the Bank shall keep and maintain for and on behalf of the Issuer books and
records as to the ownership of said Bonds 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 act as Paying Agent and
Registrar with respect to the Bonds.
HOU:3189359.1
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.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of
the provisions hereof (including the reasonable compensation and the expenses and
disbursements of its agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01.Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
“Bank” means The Bank of New York Mellon Trust Company, National Association, and
its successors and assigns.
“Bond” or “Bonds” means any one or all of the “City of La Porte, Texas, General Bond
Refunding Bonds, Series 2012, authorized by the Ordinance.
“Issuer” means the City of La Porte, Texas.
“Ordinance” means the ordinance of the Issuer approved by its governing body on
February 13, 2012, pursuant to which the Bonds are issued.
“Paying Agent” means the Bank when it is performing the function of paying agent.
“Person” means any individual, corporation, partnership, joint venture, associations, joint
stock company, trust, unincorporated organization or government or any agency or political
subdivision of a government or any entity whatsoever.
“Registered Owner” means the Person in whose name any Bond is registered in the books
of registration maintained by the Bank under this Agreement.
“Registrar” means the Bank when it is performing the function of registrar.
All other capitalized terms shall have the meanings assigned to them in the Ordinance or
the recital paragraphs of this Agreement.
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HOU:3189359.1
ARTICLE THREE
DUTIES OF THE BANK
Section 3.01.Initial Delivery of the Bonds.
The Bonds will be initially registered and delivered by the Bank to the purchaser
designated by the Issuer as set forth in the Ordinance. If such purchaser delivers a written
request to the Bank not later than five business days prior to the date of initial delivery, the Bank
will, on the date of initial delivery, exchange the Bonds initially delivered for Bonds of
authorized denominations, registered in accordance with the instructions in such request and the
Ordinance.
Section 3.02.Duties of Paying Agent.
As Paying Agent, the Bank shall, provided adequate funds have been provided to it for
such purpose by or on behalf of the Issuer, timely pay on behalf of the Issuer the principal of and
interest on each Bond in accordance with the provisions of the Ordinance.
Since the issue will be Depository Trust Company (DTC) eligible, the Paying Agent shall
comply with all eligibility requirements as outlined and agreed upon in the eligibility
questionnaire.
Section 3.03.Duties of Registrar.
The Bank shall provide for the proper registration of the Bonds and the timely exchange,
replacement and registration of transfer of the Bonds in accordance with the provisions of the
Ordinance. Any changes to Registered Owners for such exchange, replacement and registration
shall be made by the Bank only in accordance with the Ordinance. The Bank will maintain the
books of registration in accordance with the Bank's general practices and procedures in effect
from time to time; provided, however, that the Bank agrees to comply with the terms of
§§ 1203.021, 1203.022, and 1203.023 of the Texas Government Code, as amended.
Section 3.04.Unauthenticated Bonds.
The Issuer shall provide an adequate inventory of unauthenticated Bonds to facilitate
transfers. The Bank covenants that it will maintain such unauthenticated Bonds in safekeeping
and will use reasonable care in maintaining such Bonds in safekeeping, which shall be not less
than the care it maintains for debt securities of other government entities or corporations for
which it serves as registrar, or which it maintains for its own bonds.
Section 3.05.Reports.
Upon request of the Issuer, the Bank will provide to the Issuer reports, which will
describe in reasonable detail all transactions pertaining to the Bonds and the books of registration
for the period of time specified by the Issuer. The Issuer may also inspect and make copies of
the information in the books of registration and such other documents related to the Bonds and in
the Bank's possession at any time the Bank is customarily open for business, provided that
3
HOU:3189359.1
reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information
into written form.
The Bank will not release or disclose the content of the books of registration to any
person other than to, or at the written request of, an authorized officer or employee of the Issuer,
except upon receipt of a subpoena, court order or as otherwise required by law. Upon receipt of
a subpoena, court order or other lawful request, the Bank will notify the Issuer immediately so
that the Issuer may contest the subpoena, court order or other request if it so chooses.
Section 3.06.Canceled Bonds.
All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if
surrendered to the Bank, shall be promptly cancelled by it and, if surrendered to the Issuer, shall
be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank.
The Issuer may at any time deliver to the Bank for cancellation any Bonds previously
authenticated and delivered which the Issuer may have acquired in any manner whatsoever. The
Bonds shall be treated in accordance with the Bank’s retention policy.
Section 3.07.Reliance on Documents, Etc.
(a)The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer.
(b)The Bank shall not be liable to the Issuer for actions taken under this Agreement
as long as it acts in good faith and exercises due diligence, reasonableness and care, as prescribed
by law, with regard to its duties hereunder.
(c)This Agreement is not intended to require the Bank to expend its own funds for
performance of any of its duties hereunder.
(d)The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys.
(e)The Bank may consult with legal counsel and the written advise of such counsel
or any opinion shall be full and complete authorization and protection with respect to any action
taken, suffered or omitted by it hereunder in good faith in reliance thereon; provided that any
such written advice or opinion is supplied to the Issuer by the Bank.
(f)The Bank may rely and shall be protected by the Issuer against any claim by the
Issuer or any other Person in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, certificate, note,
security, or other paper or document believed by it to by genuine and to have been signed or
presented by the proper party or parties. Without limiting the generality of the foregoing
statement, the Bank need not examine the ownership of any Certificate, but is protected in acting
upon receipt of a Certificate containing an endorsement or instruction of transfer or power of
transfer which appears on its face to be signed by the holder or an agent of the holder. The Bank
shall not be bound to make any investigation into the acts or manners stated in a resolution,
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HOU:3189359.1
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order,
certificate, note, security, or other paper or document supplied by the Issuer.
Section 3.08.Money Held by Bank.
Money held by the Bank hereunder shall be held in trust for the benefit of the Registered
Owners of the Bonds and the Bank shall have a fiduciary responsibility as to such funds.
The Bank shall be under no obligation to pay interest on any money received by it
hereunder.
All money deposited with the Bank hereunder shall be secured in the manner and to the
fullest extent required by law for the security of funds of the Issuer.
Any money deposited with the Bank for the payment of the principal of or interest on any
Bonds and remaining unclaimed by the Registered Owner after the expiration of three years from
the date such funds have become due and payable shall be reported and disposed of by the Bank
in accordance with the provisions of Texas law including, to the extent applicable, Title 6 of the
Texas Property Code, as amended. To the extent such provisions of the Property Code do not
apply to the funds, such funds shall be paid by the Bank to the Issuer upon receipt of a written
request therefor from the Issuer. The Bank shall have no liability to the Registered Owners of
the Bonds by virtue of actions taken in compliance with the foregoing provision.
Section 3.09 Transfer of Funds at Closing
The Bank is authorized to transfer funds relating to the closing and initial delivery of the
Bonds in the manner described in the closing memorandum or letter approved by the City, as
prepared by the City’s financial advisor or other agent. The Bank may act on a facsimile
transmission of the closing memorandum or letter to be followed by an original of the closing
memorandum or letter signed by the financial advisor or the City.
ARTICLE FOUR
MISCELLANEOUS PROVISIONS
Section 4.01.May Own Bonds.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
Bonds with the same rights it would have if it were not the Paying Agent and Registrar for the
Bonds.
Section 4.02.Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereof.
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HOU:3189359.1
Section 4.03.Assignment.
This Agreement may not be assigned by either party without the prior written consent of
the other.
Section 4.04.Notices.
Any request, demand, authorization, direction, notice, consent, waiver or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown herein, or such other
address as may have been given by one party to the other by 15 days' written notice.
Section 4.05.Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 4.06.Successors and Assigns.
All covenants and agreements herein by the Issuer and the Bank shall bind their
successors and assigns, whether so expressed or not. This Agreement shall not be assigned by
the Bank without the prior written consent of the Issuer.
Any company into which the Bank may be merged or converted or with which it may be
consolidated or any company resulting from any merger, conversion or consolidation to which it
shall be a party or any company to which the Bank may sell or transfer all or substantially all of
its corporate trust business, provided such company shall be a national banking association or a
bank or trust company duly organized under the laws of any state of the United States and shall
be authorized by law to perform all the duties imposed upon it by this Agreement shall be the
successor to the Bank without the execution or filing of any paper or the performance of any
further act. In case any Bond shall have been registered, but not delivered, by the Bank then in
office, any successor by merger, conversion, or consolidation to such authenticating Bank may
adopt such registration and deliver the Bond so registered with the same effect as if such
successor Bank had itself registered such Bonds.
Section 4.07.Severability.
If any provision of this Agreement shall be invalid or unenforceable, the validity and
enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
Section 4.08.Benefits of 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.
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HOU:3189359.1
Section 4.09.Ordinance Govern Conflicts.
This Agreement and the Ordinance constitute the entire agreement between the parties
hereto relative to the Bank acting as Paying Agent and Registrar and if any conflict exists
between this Agreement and the Ordinance, the Ordinance shall govern. The Bank agrees to be
bound by the terms of the Ordinance with respect to the Bonds.
Section 4.010.Term and Termination.
This Agreement shall be effective from and after its date and may be terminated for any
reason by the Issuer or the Bank at any time upon 60 days' written notice; provided, however,
that no such termination shall be effective until a successor has been appointed and has accepted
the duties of the Bank hereunder. In the event of early termination, regardless of circumstances,
the Bank shall deliver to the Issuer or its designee all funds, Bonds and all books and records
pertaining to the Bank's role as Paying Agent and Registrar with respect to the Bonds, including,
but not limited to, the books of registration.
Section 4.011.Governing Law.
This Agreement shall be construed in accordance with and shall be governed by the laws
of the State of Texas.
Section 4.012.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 hereunder, in either the District Court of Harris County, Texas or the United States
Federal District Court for the Southern District of Texas, waive personal service of any process,
and agree that service of process by certified or registered mail, return receipt requested, to the
address set forth herein shall constitute adequate service. The Issuer and the Bank further agree
that the Bank has the right to file a Bill of Interpleader in any Texas court of competent
jurisdiction, at the expense of the Issuer, to determine the rights of any person claiming any
interest hereunder.
Section 4.013.Electronic Transmittals.
The Bank agrees to accept and act upon instructions or directions pursuant to this
Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured
electronic methods, provided, however, that the Authority shall provide to the Bank an
incumbency certificate listing designated persons authorized to provide such instructions, which
incumbency certificate shall be amended whenever a person is to be added or deleted from the
listing. If the Authority elects to give the Bank e-mail or facsimile instructions (or instructions by
a similar electronic method) and the Bank in its discretion elects to act upon such instructions,
the Bank’s understanding of such instructions shall be deemed controlling. The Bank shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Bank’s reliance
upon and compliance with such instructions notwithstanding such instructions conflict or are
inconsistent with a subsequent written instruction. The Authority agrees to assume all risks
arising out of the use of such electronic methods to submit instructions and directions to the
Bank, including without limitation the risk of the Bank acting on unauthorized instructions, and
the risk or interception and misuse by third parties.
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HOU:3189359.1
Section 4.014.Indemnification. To the extent permitted by law, the Issuer agrees to
indemnify the Bank for, and hold it harmless against, any loss, liability or expense incurred by
the Bank without negligence or bad faith on the Bank's part, arising out of or in connection with
its acceptance or administration of the Bank's duties hereunder, including the cost and expense
(including the Bank's counsel fees) of defending against any claim or liability in connection with
the exercise or performance of any of the Bank's power or duties under this
Agreement.
8
HOU:3189359.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CITY OF LA PORTE, TEXAS
By:
Mayor
ADDRESS: 604 West Fairmont Pkwy.
La Porte, Texas 77572
ATTEST:
____________________________________
City Secretary
(SEAL)
S-1
HOU:3189359.1
THE BANK OF NEW YORK MELLON TRUST
COMPANY, NATIONAL ASSOCIATION
By:
Title:
ADDRESS: 2001 Bryan Street, 8th Floor
Dallas, Texas 75201
Attention: Global Corporate Trust Department
S-2
HOU:3189359.1
SCHEDULE A
HOU:3189359.1
EXHIBIT C
FORM OF BOND PURCHASE AGREEMENT
HOU:3189356.1
CITY OF LA PORTE, TEXAS
(A municipal corporation located within Harris County)
$__________
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2012
____________________________________
PURCHASE AGREEMENT
_____________________________________
__________, 2012
Mayor and City Council
City La Porte, Texas
604 W. Fairmont Parkway
La Porte, Texas 77571
Ladies and Gentlemen:
The undersigned, Coastal Securities (the w6ITVIWIRXEXMZIx), acting on its own behalf and
on behalf of the other underwriters listed on Schedule I hereto (collectively, the “9RHIV[VMXIVW”),
and not acting as a fiduciary or agent for you or the City of La Porte, Texas (the w-WWYIVx), offers
to enter into the following agreement (this “%KVIIQIRX”) with the Issuer, which, upon the
Issuer’s written acceptance of this offer, will be binding upon the Issuer and upon the
Underwriters. This offer is made subject to the Issuer’s written acceptance hereof on or before
10:00 p.m., La Porte, Texas time, on __________, 2012, and, if not so accepted, will be subject
to withdrawal by the Underwriters upon notice delivered to the Issuer at any time prior to the
acceptance hereof by the Issuer. Terms not otherwise defined in this Agreement shall have the
same meanings set forth in the Ordinance (as defined herein) or in the Official Statement (as
defined herein).
1.Purchase and Sale of the Bonds.
Subject to the terms and conditions and in
reliance upon the representations, warranties and agreements set forth herein, the Underwriters
hereby agree, jointly and severally, to purchase from the Issuer, and the Issuer hereby agrees to
sell and deliver to the Underwriters, all, but not less than all, of the Issuer’s $__________
General Obligation Refunding Bonds, Series 2012 (the “&SRHW”). Inasmuch as this purchase and
sale represents a negotiated transaction, the Issuer understands, and hereby confirms, that the
Underwriters are not acting as fiduciaries of the Issuer, but rather are acting solely in their
capacity as Underwriters for their own accounts. The Issuer acknowledges and agrees that (i) the
purchase and sale of the Bonds pursuant to this Agreement is an arm's-length commercial
transaction between the Issuer and the Underwriters, (ii) in connection therewith and with the
discussions, undertakings, and procedures leading up to the consummation of this transaction,
the Underwriters are and have been acting solely as principals and are not acting as the agent or
HOU:3189360.1
fiduciary of the Issuer, (iii) the Underwriters have not assumed an advisory or fiduciary
responsibility in favor of the Issuer with respect to the offering contemplated hereby or the
discussions, undertakings, and procedures leading thereto (regardless of whether the
Underwriters have provided or are currently providing other services to the Issuer on other
matters) and the Underwriters have no obligation to the Issuer with respect to the offering
contemplated hereby except the obligations expressly set forth in this Agreement, and (iv) the
Issuer has consulted its own legal, financial, and other advisors to the extent it has deemed
appropriate. The Representative has been duly authorized to execute this Purchase Agreement
and to act hereunder.
The principal amount of the Bonds to be issued, the dated date therefor, the maturities,
redemption provisions and interest rates per annum are set forth in Schedule II hereto. The
Bonds shall be as described in, and shall be issued and secured under and pursuant to the
provisions of an ordinance adopted by the Issuer on February 13, 2012, and an Officers’ Pricing
Certificate executed concurrently herewith (together, the “3VHMRERGI”).
The purchase price for the Bonds shall be $_____________ (the “4YVGLEWI4VMGI”)
(representing the par amount of the Bonds, plus a net original issue premium of $____________
and less an underwriting discount of $__________), with no accrued interest.
Delivered to the Issuer herewith is the Representative’s good faith corporate check
payable to the order of the Issuer in the amount of $_________ (the “'LIGO”). In the event that
the Issuer accepts this Agreement, the Check shall be held uncashed by the Issuer until the time
of Closing, at which time the Check shall be returned uncashed to the Representative. In the
event that the Issuer does not accept this Agreement, the Check shall be immediately returned to
the Representative. Should the Issuer fail to deliver the Certificates at the Closing, or should the
Issuer be unable to satisfy the conditions of the obligations of the Underwriters to purchase,
accept delivery of and pay for the Certificates, as set forth in this Agreement (unless waived by
the Representative), or should such obligations of the Underwriters be terminated for any reason
permitted by this Agreement, the Check shall immediately be returned to the Representative. In
the event that the Underwriters fail (other than for a reason permitted hereunder) to purchase,
accept delivery of and pay for the Certificates at the Closing as herein provided, the Check shall
be cashed and the amount thereof retained by the Issuer as and for fully liquidated damages for
such failure of the Underwriters, and, except as set forth in Sections 8 and 10 hereof, no party
shall have any further rights against the other hereunder. The Underwriters and the Issuer
understand that in such event the Issuer’s actual damages may be greater or may be less than
such amount. Accordingly, the Underwriters hereby waives any right to claim that the Issuer’s
actual damages are less than such amount, and the Issuer’s acceptance of this Agreement shall
constitute a waiver of any right the Issuer may have to additional damages from the
Underwriters. The Representative hereby agrees not to stop or cause payment on the Check to
be stopped unless the Issuer has breached any material terms of this Agreement.
2.Public Offering.
The Underwriters agree to make a FSREJMHI public offering of
all of the Bonds at prices not to exceed the public offering prices or yields not less than the yields
set forth on the inside front cover page of the Official Statement and may subsequently change
such offering prices and yields without any requirement of prior notice. The Underwriters may
offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment
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HOU:3189360.1
trusts) and others at prices lower than the public offering prices or yields higher than the yields
stated on the inside front cover page of the Official Statement. On or before Closing, the
Underwriters shall execute an issue price certificate prepared by Bond Counsel (defined herein)
verifying the initial offering prices at which a substantial amount of each stated maturity of the
Bonds was sold to the public.
3.The Official Statement.
(a)The Issuer previously has delivered, or caused to be delivered, to the
Underwriters the Preliminary Official Statement dated __________, 2012 (the
w4VIPMQMREV]3JJMGMEP7XEXIQIRXx) in a “designated electronic format,” as defined in the
Municipal Securities Rulemaking Board’s (w176&x) Rule G-32 (w6YPI+x). The
Issuer will prepare, or cause to be prepared, a final Official Statement relating to the
Bonds which will be (i) dated the date of this Agreement, (ii) complete within the
meaning of the United States Securities and Exchange Commission’s Rule 15c2-12, as
amended (the “6YPI”), (iii) in a “designated electronic format” and (iv) substantially in
the form of the most recent version of the Preliminary Official Statement provided to the
Underwriters before the execution hereof. Such final Official Statement, including the
cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams,
reports, and statements included or incorporated therein or attached thereto, and all
amendments and supplements thereto that may be authorized for use with respect to the
Bonds, is herein referred to as the “Official Statement.” Until the Official Statement has
been prepared and is available for distribution, the Issuer shall provide to the
Underwriters sufficient quantities of the Preliminary Official Statement (which may be in
electronic format) as the Representative reasonably deems necessary to satisfy the
obligation of the Underwriters under the Rule with respect to distribution to each
potential customer, upon request, of a copy of the Preliminary Official Statement.
(b)The Preliminary Official Statement has been prepared by the Issuer for use
by the Underwriters in connection with the public offering, sale and distribution of the
Bonds. The Issuer hereby represents and warrants that the Preliminary Official Statement
has been deemed final by the Issuer as of its date, except for the omission of such
information which is dependent upon the final pricing of the Bonds for completion, all as
permitted to be excluded by Section (b)(1) of the Rule.
(c)The Issuer hereby authorizes the Official Statement and the information
therein contained to be used by the Underwriters in connection with the public offering
and the sale of the Bonds. The Issuer consents to the use by the Underwriters prior to the
date hereof of the Preliminary Official Statement in connection with the public offering
of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriters as
soon as practicable after the date of the Issuer’s acceptance of this Agreement (but in any
event, in sufficient time to accompany any confirmation that requests payment from any
customer and not later than the earlier of (i) within seven (7) business days after the
Issuer’s acceptance of this Agreement and (ii) three (3) business days prior to the
Closing) copies of the Official Statement which is complete as of the date of its delivery
to the Underwriters. The Issuer shall provide the Official Statement, or cause the Official
Statement to be provided, (i) in a “designated electronic format” consistent with the
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HOU:3189360.1
requirements of Rule G-32 and (ii) in a printed format in such quantity as the
Representative shall request in order for the Underwriters to comply with Section (b)(4)
of the Rule and the rules of the MSRB.
(d)If, after the date of this Agreement to and including the date the
Underwriters are no longer required to provide an Official Statement to potential
customers who request the same pursuant to the Rule (the earlier of (i) ninety (90) days
from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when
the Official Statement is available to any person from the MSRB, but in no case less than
twenty-five (25) days after the “end of the underwriting period” for the Bonds), the Issuer
becomes aware of any fact or event which might or would cause the Official Statement,
as then supplemented or amended, to contain any untrue statement of a material fact or to
omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or if it is necessary to amend or supplement the
Official Statement to comply with law, the Issuer will notify the Representative (and for
the purposes of this clause provide the Representative with such information as it may
from time to time request), and if, in the reasonable judgment of the Representative, such
fact or event requires preparation and publication of a supplement or amendment to the
Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own
expense (in a form and manner approved by the Representative), a reasonable number of
copies of either an amendment or a supplement to the Official Statement so that the
statements in the Official Statement as so amended and supplemented will not contain
any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or so that the
Official Statement will comply with law; provided, however, that for all purposes of this
Agreement and any certificate delivered by the Issuer in accordance herewith, the Issuer
makes no representations with respect to the descriptions in the Preliminary Official
Statement or the Official Statement of The Depository Trust Company, New York, New
York, or its book-entry-only system. If such notification shall be subsequent to the
Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other
documents as the Representative may deem necessary to evidence the truth and accuracy
of such supplement or amendment to the Official Statement. The Issuer shall provide any
such amendment or supplement, or cause any such amendment or supplement to be
provided, (i) in a “designated electronic format” consistent with the requirements of Rule
G-32 and (ii) in a printed format in such quantity as the Representative shall request in
order for the Underwriters to comply with Section (b)(4) of the Rule and the rules of the
MSRB.
(e)The Representative hereby agrees to file the Official Statement with the
MSRB through its Electronic Municipal Market Access (“EMMA”) system on or before
the date of Closing. Unless otherwise notified in writing by the Representative, the Issuer
can assume that the “end of the underwriting period” for purposes of the Rule is the date
of the Closing.
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HOU:3189360.1
4.Representations, Warranties, and Covenants of the Issuer.
The Issuer hereby
represents and warrants to and covenants with the Underwriters that:
(a)The Issuer is a home rule city duly created and existing under the laws of
the State of Texas (the “7XEXI”), and the City’s Home Rule Charter and is issuing the
Bonds pursuant to the laws of the State, particularly Chapter 1207, Texas Government
Code, as amended (the w%GXx) and has full legal right, power and authority and at the date
of the Closing will have full legal right, power and authority under the laws of the State
and the Act (i) to enter into, execute and deliver this Agreement, the Ordinance, the
Continuing Disclosure Undertaking (as defined in Section 6(i)(2) hereof), the escrow
agreement described in the Ordinance (the “)WGVS[%KVIIQIRX”) and all documents
required hereunder and thereunder to be executed and delivered by the Issuer (this
Agreement, the Ordinance, the Continuing Disclosure Undertaking, the Escrow
Agreement and all other documents referred to in this clause (i) are hereinafter referred to
as the “-WWYIV(SGYQIRXW”), (ii) to sell, issue and deliver the Bonds to the Underwriters as
provided herein, and (iii) to carry out and consummate the transactions contemplated by
the Issuer Documents and the Official Statement, and the Issuer has complied, and will at
the Closing be in compliance in all respects, with applicable State law (including the Act)
and the Issuer Documents as they pertain to such transactions;
(b)By all necessary official action of the Issuer prior to or concurrently with
the acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it
for (i) the adoption of the Ordinance and the issuance and sale of the Bonds, (ii) the
approval, execution and delivery of, and the performance by the Issuer of the obligations
on its part, contained in the Bonds and the Issuer Documents, and (iii) the consummation
by it of all other transactions contemplated by the Official Statement, the Issuer
Documents and any and all such other agreements and documents as may be required to
be executed, delivered and/or received by the Issuer in order to carry out, give effect to,
and consummate the transactions contemplated herein and in the Official Statement;
(c)The Issuer Documents constitute legal, valid and binding obligations of
the Issuer, enforceable in accordance with their respective terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws and principles of equity
relating to or affecting the enforcement of creditors’ rights and the exercise of judicial
discretion in appropriate cases; the Bonds when issued, delivered and paid for, in
accordance with the Ordinance and this Agreement, will constitute legal, valid and
binding obligations of the Issuer payable from and secured by the sources described in
the Official Statement, entitled to the benefits of the Ordinance and enforceable in
accordance with their terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws and principles of equity relating to or affecting the
enforcement of creditors’ rights and the exercise of judicial discretion in appropriate
cases; and upon the issuance, authentication and delivery of the Bonds as aforesaid, the
Ordinance will provide, for the benefit of the holders, from time to time, of the Bonds,
the legally valid and binding pledge of and lien it purports to create as set forth in the
Ordinance;
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HOU:3189360.1
(d)The Issuer is not in breach of or default in any material respect under any
applicable constitutional provision, law or administrative regulation of the State or the
United States or any applicable judgment or decree or any loan agreement, indenture,
bond, note, resolution, agreement or other instrument, to which the Issuer is a party or to
which the Issuer is (or any of its property or assets are) otherwise subject, and no event
has occurred and is continuing which constitutes or with the passage of time or the giving
of notice, or both, would constitute a default or event of default by the Issuer under any
of the foregoing and the execution and delivery of the Bonds, the Issuer Documents and
the adoption of the Ordinance and compliance with the provisions on the Issuer’s part
contained therein, will not conflict with or constitute a material breach of or default under
any constitutional provision, law or administrative regulation, judgment, decree, loan
agreement, indenture, bond, note, resolution, agreement or other instrument to which the
Issuer is a party or to which the Issuer is or to which any of its property or assets are
otherwise subject, nor will any such execution, delivery, adoption or compliance result in
the creation or imposition of any lien, charge or other security interest or encumbrance of
any nature whatsoever upon any of the property or assets of the Issuer to be pledged to
secure the Bonds, or under the terms of any such law, regulation or instrument, except as
provided by the Bonds and the Ordinance;
(e)All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having
jurisdiction of the matters which are required for the due authorization of, which would
constitute a condition precedent to, or the absence of which would materially adversely
affect the due performance by the Issuer of its obligations under the Issuer Documents
and the Bonds have been duly obtained or will be obtained prior to Closing, except for
such approvals, consents and orders as may be required under the Blue Sky or securities
laws of any jurisdiction in connection with the offering and sale of the Bonds;
(f)The Bonds and the Ordinance conform to the descriptions thereof
contained in the Official Statement under the caption “THE BONDS”; the proceeds of
the sale of the Bonds will be applied generally as described in the Official Statement
under the caption “PLAN OF FINANCING”; and the Continuing Disclosure
Undertaking conforms to the description thereof contained in the Official Statement
under the caption “CONTINUING DISCLOSURE OF INFORMATION”;
(g)During the last five (5) years the Issuer has complied in all material
respects with its previous continuing disclosure undertakings made by it in accordance
with the Rule;
(h)There is no litigation, action, suit, proceeding, inquiry or investigation, at
law or in equity, before or by any court, government agency, public board or body,
pending or, to the best knowledge of the Issuer, threatened against the Issuer, affecting
the existence of the Issuer or the titles of its officers to their respective offices, or
affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the
Bonds or the pledge or collection of taxes pledged to the payment of the principal of and
interest on the Bonds pursuant to the Ordinance or in any way contesting or affecting the
validity or enforceability of the Bonds or the Issuer Documents, or contesting the
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HOU:3189360.1
exclusion from gross income of interest on the Bonds for federal income tax purposes, or
contesting in any way the completeness or accuracy of the Preliminary Official Statement
or the Official Statement or any supplement or amendment thereto, or contesting the
powers of the Issuer or any authority for the issuance of the Bonds, the adoption of the
Ordinance or the execution and delivery of the Issuer Documents, nor, to the best
knowledge of the Issuer, is there any basis therefor, wherein an unfavorable decision,
ruling or finding would materially adversely affect the validity or enforceability of the
Bonds (including the security therefor) or the Issuer Documents;
(i)As of the date thereof, the Preliminary Official Statement did not contain
any untrue statement of a 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; provided that for the
purpose of this Agreement and any certificate delivered by the Issuer in accordance
herewith, the Issuer makes no representations with respect to the descriptions in the
Preliminary Official Statement or the Official Statement of The Depository Trust
Company, New York, New York, or its book-entry-only system;
(j)At the time of the Issuer’s acceptance hereof and (unless the Official
Statement is amended or supplemented pursuant to paragraph (d) of Section 3 of this
Agreement) at all times subsequent thereto during the period up to and including twenty-
five (25) days subsequent to the “end of the underwriting period,” the Official Statement
does not and will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;
(k)If the Official Statement is supplemented or amended pursuant to
paragraph (d) of Section 3 of this Agreement, at the time of each supplement or
amendment thereto and (unless subsequently again supplemented or amended pursuant to
such paragraph) at all times subsequent thereto during the period up to and including
twenty-five (25) days subsequent to the “end of the underwriting period,” the Issuer
covenants to take such action as may be necessary so that the Official Statement as so
supplemented or amended will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which made, not misleading;
(l)The Issuer will apply, or cause to be applied, the proceeds from the sale of
the Bonds as provided in and subject to all of the terms and provisions of the Ordinance
and will not take or omit to take any action which action or omission will adversely affect
the exclusion from gross income for federal income tax purposes of the interest on the
Bonds;
(m)The Issuer will furnish such information and execute such instruments and
take such action in cooperation with the Underwriters as the Representative may
reasonably request (1) to (i) qualify the Bonds for offer and sale under the Blue Sky or
other securities laws and regulations of such states and other jurisdictions in the United
States as the Representative may designate and (ii) determine the eligibility of the Bonds
7
HOU:3189360.1
for investment under the laws of such states and other jurisdictions and (2) to continue
such qualifications in effect so long as required for the distribution of the Bonds by the
Underwriters (provided, however that the Issuer will not be required to qualify as a
foreign corporation or to file any general or special consents to service of process under
the laws of any jurisdiction) and will advise the Representative immediately of receipt by
the Issuer of any notification with respect to the suspension of the qualification of the
Bonds for sale in any jurisdiction or, to the extent the Issuer has actual knowledge
thereof, the initiation or threat of any proceeding for that purpose;
(n)The Issuer’s financial statements and the other information regarding the
Issuer’s financial condition and operations set forth in the Official Statement fairly
present the financial position, results of operations and condition of the Issuer as of the
dates and for the periods therein set forth, and there has been no adverse change of a
material nature in the financial position, results of operations or condition, financial or
otherwise, of the Issuer since the dates of such statements and information;
(o)The Issuer is not a party to any litigation or other proceeding pending or,
to its knowledge, threatened which, if decided adversely to the Issuer, would have a
materially adverse effect on the Issuer’s financial condition or operations;
(p)The Issuer, to the extent heretofore requested by the Representative, has
delivered to the Underwriters true, correct, complete, and legible copies of all
information, applications, reports, or other documents of any nature whatsoever
submitted to any rating agency for the purpose of obtaining a rating for the Bonds and
true, correct, complete, and legible copies of all correspondence or other communications
relating thereto;
(q)Prior to the Closing the Issuer will not offer or issue any bonds, notes or
other obligations for borrowed money or incur any material liabilities, direct or
contingent, payable from or secured by any of the taxes which will secure the Bonds
without the prior written approval of the Representative, which approval shall not be
unreasonably withheld;
(r)Any certificate, signed by any official of the Issuer authorized to do so in
connection with the transactions contemplated by this Agreement, shall be deemed a
representation and warranty by the Issuer to the Underwriters as to the statements made
therein; and
(s)The Issuer covenants that between the date hereof and the Closing it will
take no actions which will cause the representations and warranties made in this Section
to be untrue as of the Closing.
By delivering the Official Statement to the Representative, the Issuer shall be deemed to
have reaffirmed, with respect to the Official Statement, the representations, warranties and
covenants set forth above with respect to the Preliminary Official Statement.
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HOU:3189360.1
5.Closing.
(a)At or before 10:00 a.m., La Porte, Texas time, on ___________, 2012, or
at such other time and date as shall have been mutually agreed upon by the Issuer and the
Representative, the Issuer will, subject to the terms and conditions hereof, deliver to the
Representative the initial Bond registered in the name of the Representative, in temporary
form, together with the other documents hereinafter mentioned, and will have available
for immediate exchange definitive Bonds deposited with DTC, or deposited with the
Registrar (hereinafter defined), if the Bonds are to be held in safekeeping for DTC by the
Registrar pursuant to DTC’s FAST system and the Ordinance, duly executed and
authenticated in the form and manner contemplated below, together with the other
documents hereinafter mentioned, and the Underwriters will, subject to the terms and
conditions hereof, accept such delivery and pay the Purchase Price of the Bonds as set
forth in Paragraph 1 hereof in immediately available funds (such events being referred to
herein as the w'PSWMRKx). Payment for the Bonds as aforesaid shall be made at the offices
of The Bank of New York Mellon Trust Company, N.A. (the w6IKMWXVEVx), or such other
place as shall have been mutually agreed upon by the Issuer and the Representative.
(b)Delivery of the definitive Bonds in exchange for the initial Bond shall be
made through DTC, utilizing the book-entry only form of issuance. The definitive Bonds
shall be delivered in fully registered form bearing CUSIP numbers without coupons with
one certificate for each maturity of Bonds, registered in the name of Cede & Co. and shall
be made available to the Underwriters at least one business day before the Closing for
purposes of inspection.
6.Closing Conditions.
The Underwriters have entered into this Agreement in
reliance upon the representations, warranties and agreements of the Issuer contained herein, and
in reliance upon the representations, warranties and agreements to be contained in the documents
and instruments to be delivered at the Closing and upon the performance by the Issuer of its
obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly,
the Underwriters’ obligations under this Agreement to purchase, to accept delivery of and to pay
for the Bonds shall be conditioned upon the performance by the Issuer 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 additional conditions, including the delivery by the Issuer
of such documents as are enumerated herein, in form and substance reasonably satisfactory to the
Representative and counsel to the Underwriters:
(a)The representations and warranties of the Issuer contained herein shall be
true, complete and correct in all material respects on the date hereof and on and as of the
date of the Closing, as if made on the date of the Closing;
(b)The Issuer shall have performed and complied with all agreements and
conditions required by this Agreement to be performed or complied with by it prior to or
at the Closing;
(c)At the time of the Closing, (i) the Issuer Documents and the Bonds shall
be in full force and effect and shall not have been amended, modified or supplemented,
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HOU:3189360.1
and the Official Statement shall not have been supplemented or amended, except in any
such case as may have been agreed to by the Representative and (ii) all actions of the
Issuer required to be taken by the Issuer shall be performed in order for Bond Counsel
and counsel to the Underwriters to deliver their respective opinions referred to hereafter;
(d)At the time of the Closing, all official action of the Issuer relating to the
Bonds and the Issuer Documents shall be in full force and effect and shall not have been
amended, modified or supplemented;
(e)At or prior to the Closing, the Ordinance shall have been duly executed
and delivered by the Issuer and the Issuer shall have duly executed and delivered and the
Registrar shall have duly authenticated the definitive Bonds;
(f)The Issuer shall not have failed to pay principal or interest when due on
any of its outstanding obligations for borrowed money;
(g)All steps to be taken and all instruments and other documents to be
executed, and all other legal matters in connection with the transactions contemplated by
this Agreement shall be reasonably satisfactory in legal form and effect to the
Representative, Bond Counsel and counsel to the Underwriters;
(h)At or prior to the Closing, the Representative shall have received a copy of
each of the following documents:
(1)The Official Statement, and each supplement or amendment thereto, if
any, as may have been agreed to by the Representative;
(2)The Ordinance, certified by the Issuer as having been duly adopted,
with such supplements or amendments thereto as may have been agreed to by the
Representative, which shall include the undertaking of the Issuer which satisfies
the requirements of section (b)(5)(i) of the Rule (the “'SRXMRYMRK(MWGPSWYVI
9RHIVXEOMRK”);
(3)The fully executed Escrow Agreement;
(4)The opinion of Andrews Kurth LLP, Houston, Texas ("&SRH
'SYRWIP"), with respect to the Bonds in substantially the form attached to the
Official Statement;
(5)A supplemental opinion of Bond Counsel addressed to the Issuer and
the Underwriters, substantially to the effect that:
(i)the Ordinance has been duly adopted and is in full force
and effect;
(ii)the Bonds are exempted securities under Section 3(a)(2) of
the Securities Act of 1933, as amended (the w %GXx), and the Trust
Indenture Act of 1939, as amended (the w8VYWX-RHIRXYVI%GXx), and it is
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HOU:3189360.1
not necessary, in connection with the offering and sale of the Bonds to
register the Bonds under the 1933 Act or to qualify the Ordinance under
the Trust Indenture Act; and
(iii)the statements and information describing the Bonds and
the Ordinance contained in the Official Statement under the captions
“PLAN OF FINANCING” (except for the subcaptions “Use of Proceeds
from the Bonds”) “THE BONDS” (except for the subcaptions “Book-
Entry Only System” and “Bondholders’ Remedies”), “TAX MATTERS,”
“CONTINUING DISCLOSURE OF INFORMATION” (except for the
subcaption “Compliance with Prior Undertakings”), “OTHER
INFORMATION – Registration and Qualification of Bonds for Sale”, “-
Legal Investments and Eligibility to Secure Public Funds in Texas” and “-
Legal Matters” fairly and accurately summarize the matters purported to
be summarized therein and are correct as to matters of law;
(6)An opinion, dated the date of the Closing and addressed to the
Underwriters, of counsel to the Underwriters, to the effect that:
(i)the Bonds are exempted securities that do not require
registration under the 1933 Act and the Trust Indenture Act and it is not
necessary, in connection with the offering and sale of the Bonds to register
the Bonds under the 1933 Act and the Ordinance need not be qualified
under the Trust Indenture Act; and
(ii)based upon their participation in the preparation of the
Official Statement as counsel for the Underwriters and their participation
at conferences at which the Official Statement was discussed, but without
having undertaken to determine independently the accuracy, completeness
or fairness of the statements contained in the Official Statement, such
counsel has no reason to believe that the Official Statement contains any
untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading (except for any financial,
forecast, technical and statistical statements and data included in the
Official Statement and the information regarding DTC and its book-entry
system and the information regarding the municipal bond insurance
policy, if any, in each case as to which no view need be expressed);
(7)A certificate, dated the date of Closing, of an appropriate official of the
Issuer to the effect that (i) all official actions of the Issuer relating to the Bonds,
the Issuer Documents and the Official Statement have been duly taken and
adopted by the Issuer, are in full force and effect, and have not been modified,
amended, supplemented or repealed; (ii) the representations and warranties of the
Issuer contained herein or in any certificate or document delivered by the Issuer
pursuant to the provisions hereof are true and correct in all material respects on
and as of the date of Closing as if made on the date of Closing; (iii) no litigation
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HOU:3189360.1
or proceeding against the Issuer is pending or, to his or her knowledge, threatened
in any court or administrative body which would (a) contest the right of the City
Council members, officers or officials of the Issuer to hold and exercise their
respective positions, (b) contest the due organization and valid existence of the
Issuer, (c) attempt to restrain or enjoin the issuance or delivery of the Bonds or
contest the validity, due authorization and execution of the Bonds or the Issuer
Documents or (d) attempt to limit, enjoin or otherwise restrict or prevent the
Issuer from functioning and collecting taxes, including payments on the Bonds,
pursuant to the Ordinance, and other income 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; (iv) to the best of his or her knowledge, no event affecting the
Issuer 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, in light of the circumstances under which made, not
misleading in any material respect as of the time of Closing, and the information
contained in the Official Statement is correct in all material respects and, as of the
date of the Official Statement did not, and as of the date of the Closing does not,
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements made therein, in
the light of the circumstances under which they were made, not misleading; and
(v) there has not been any material adverse change in the financial condition of
the Issuer since September 30, 2011, the latest date as of which audited financial
information is available;
(8)A certificate of the Issuer, dated the date of the Closing, of an
appropriate official of the Issuer, in form and substance satisfactory to Bond
Counsel and counsel to the Underwriters setting forth the facts, estimates and
circumstances in existence on the date of the Closing, which establish that 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 (the “'SHI”), and any applicable
regulations (whether final, temporary or proposed), issued pursuant to the Code;
(9)The approving opinion of the Attorney General of the State of Texas
and the registration certificate of the Comptroller of Public Accounts of the State
of Texas in respect of the Bonds;
(10)Evidence of a rating assigned to the Bonds of “__” by Standard &
Poor’s Ratings Services, A Division the McGraw-Hill Companies, Inc.;
(11)A copy of a special report prepared by Grant Thornton LLP,
independent certified public accountants (the “:IVMJMGEXMSR%KIRX”), relating to the
refunded bonds, addressed to the Issuer, Bond Counsel and the Underwriters,
verifying (i) the arithmetical computations of the adequacy 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
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HOU:3189360.1
refunded obligations, and (ii) the computation of the yield with respect to such
securities and the Bonds;
(12)Evidence satisfactory to the Representative that the moneys and
escrowed securities identified in the special report of the Verification Agent
sufficient to effectuate the refunding of the refunded bonds have been received
and that such moneys and escrowed securities have been deposited in an escrow
fund under the Escrow Agreement; and
(13)Such additional legal opinions, certificates, instruments and other
documents as Bond Counsel, the Representative or counsel to the Underwriters
may reasonably request to evidence the truth and accuracy, as of the date hereof
and as of the date of the Closing, of the Issuer’s representations and warranties
contained herein and of the statements and information contained in the Official
Statement and the due performance or satisfaction by the Issuer on or prior to the
date of the Closing of all the respective agreements then to be performed and
conditions then to be satisfied by the Issuer.
All of the opinions, letters, certificates, instruments and other documents mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions
hereof if, but only if, they are in form and substance satisfactory to the Representative and
counsel to the Underwriters.
If the Issuer shall be unable to satisfy the conditions to the obligations of the
Underwriters to purchase, to accept delivery of and to pay for the Bonds contained in this
Agreement, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay
for the Bonds shall be terminated for any reason permitted by this Agreement, this Agreement
shall terminate and neither the Underwriters nor the Issuer shall be under any further obligation
hereunder, except that the respective obligations of the Issuer and the Underwriters set forth in
Sections 4 and 8(c) hereof shall continue in full force and effect.
7.Termination.
The Underwriters shall have the right to cancel their obligations to
purchase the Bonds if, between the date of this Agreement and the Closing, the market price or
marketability of the Bonds shall be materially adversely affected, in the sole judgment of the
Representative, reasonably exercised, by the occurrence of any of the following:
(a)legislation shall be enacted by or introduced in the Congress of the United
States or recommended to the Congress for passage by the President of the United States,
or the Treasury Department of the United States or the Internal Revenue Service or
favorably reported for passage to either House of the Congress by any committee of such
House to which such legislation has been referred for consideration, a decision by a court
of the United States or of the State or the United States Tax Court shall be rendered, or an
order, ruling, regulation (final, temporary or proposed), press release, statement or other
form of notice by or on behalf of the Treasury Department of the United States, the
Internal Revenue Service or other governmental agency shall be made or proposed, the
effect of any or all of which would be to impose, directly or indirectly, federal income
taxation upon interest received on obligations of the general character of the Bonds, of
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HOU:3189360.1
the interest on the Bonds as described in the Official Statement, or other action or events
shall have transpired which may have the purpose or effect, directly or indirectly, of
changing the federal income tax consequences of any of the transactions contemplated
herein;
(b)legislation introduced in or enacted (or resolution passed) by the Congress
or an order, decree, or injunction issued by any court of competent jurisdiction, or an
order, ruling, regulation (final, temporary, or proposed), press release or other form of
notice issued or made by or on behalf of the Securities and Exchange Commission, or any
other governmental agency having jurisdiction of the subject matter, to the effect that
obligations of the general character of the Bonds, including any or all underlying
arrangements, are not exempt from registration under or other requirements of the 1933
Act, or that the Ordinance is not exempt from qualification under or other requirements
of the Trust Indenture Act, or that the issuance, offering, or sale of obligations of the
general character of the Bonds, including any or all underlying arrangements, as
contemplated hereby or by the Official Statement or otherwise, is or would be in
violation of the federal securities laws as amended and then in effect;
(c)any state blue sky or securities commission or other governmental agency
or body in any state in which more than 10% of the Bonds have been offered and sold
shall have withheld registration, exemption or clearance of the offering of the Bonds as
described herein, or issued a stop order or similar ruling relating thereto, provided that
such withholding or stop order is not due to the malfeasance, misfeasance or nonfeasance
of the Underwriters;
(d)a general suspension of trading in securities on the New York Stock
Exchange, the establishment of minimum prices on such exchange, the establishment of
material restrictions (not in force as of the date hereof) upon trading securities generally
by any governmental authority or any national securities exchange, or a general banking
moratorium declared by federal, State of New York, or State officials authorized to do so;
(e)the New York Stock Exchange or other national securities exchange or
any governmental authority shall impose, as to the Bonds or as to obligations of the
general character of the Bonds, any material restrictions not now in force, or increase
materially those now in force, with respect to the extension of credit by, or the charge to
the net capital of, the Underwriters which change shall occur subsequent to the date
hereof and shall not be due to the malfeasance, misfeasance or nonfeasance of the
Underwriters;
(f)any amendment to the federal or Texas Constitution or action by any
federal or Texas court, legislative body, regulatory body, or other authority materially
adversely affecting the tax status of the Issuer, its property, income, securities (or interest
thereon), or the validity or enforceability of the revenues or the levy of taxes to pay
principal of and interest on the Bonds;
(g)any event occurring, or information becoming known which, in the
reasonable judgment of the Representative, makes untrue in any material respect any
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HOU:3189360.1
statement or information contained in the Official Statement, or has the effect that the
Official Statement contains any untrue statement of material fact or omits 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;
(h)there shall have occurred since the date of this Agreement any materially
adverse change in the affairs or financial condition of the Issuer;
(i)the United States shall have become engaged in hostilities that did not
exist prior to the date hereof or issued a declaration of war or a national emergency or
there shall have occurred a material outbreak or escalation of hostilities or a national or
international calamity or crisis, financial or otherwise, the effect of such outbreak,
calamity or crisis on the financial markets of the United States being such as, in the
reasonable opinion of the Representative, would materially and adversely affect the
ability of the Underwriters to market or sell the Bonds on the terms and in the manner
contemplated by the Official Statement;
(j)any fact or event shall exist or have existed that, in the Representative’s
reasonable judgment, requires or has required an amendment of or supplement to the
Official Statement;
(k)there shall have occurred any downgrading, or any notice shall have been
given of (A) any intended or potential downgrading or (B) any review or possible change
that does not indicate the direction of a possible change, in the rating accorded any of the
Issuer’s obligations that are secured, in whole or in part, by the taxes securing the Bonds
(including the rating to be accorded the Bonds);
(l)the purchase of and payment for the Bonds by the Underwriters, or the
resale of the Bonds by the Underwriters, on the terms and conditions herein provided
shall be prohibited by any applicable law, governmental authority, board, agency or
commission, which prohibition shall occur subsequent to the date hereof and shall not be
due to the malfeasance, misfeasance or nonfeasance of the Underwriters; and
(m)the debt ceiling of the United States is such that the Federal Securities
required to fund the Escrow Agreement (if such Federal Securities are State and Local
Government obligations) are not available for delivery on the date of the delivery of the
Obligations.
With respect to the conditions described in subparagraphs (e) and (l) above, the
Underwriters are not aware of any current, pending or proposed law or government inquiry or
investigation as of the date of execution of this Agreement which would permit the Underwriters
to invoke their termination rights hereunder.
8.Expenses.
(a)The Underwriters shall be under no obligation to pay, and the Issuer shall
pay, any expenses incident to the performance of the Issuer’s obligations hereunder,
including, but not limited to (i) the cost of preparation and printing of the Bonds; (ii) the
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HOU:3189360.1
fees and disbursements of Bond Counsel and the Issuer’s Financial Advisor; (iii) the fees
and disbursements of any other engineers, accountants, and other experts, consultants or
advisers retained by the Issuer; (iv) the fees for bond ratings and municipal bond
insurance, if any; (v) the costs of preparing, printing and mailing the Preliminary Official
Statement and the Official Statement; (vi) the fees and expenses of the Registrar and the
Verification Agent; (vii) the out-of-pocket, miscellaneous and closing expenses,
including the cost of travel, of the officers and officials of the Issuer; (viii) the Attorney
General’s review fee; and (ix) any other expenses mutually agreed to by the Issuer and
the Representative to be reasonably considered expenses of the Issuer which are incident
to the transactions contemplated hereby.
(b)The Underwriters shall pay (i) the cost of preparation and printing of this
Agreement, the Blue Sky Survey and the Legal Investment Memorandum, if any; (ii) all
advertising expenses in connection with the public offering of the Bonds; and (iii) all
other expenses incurred by it in connection with the public offering of the Bonds
including the fees and disbursements of counsel retained by the Underwriters.
9.Notices.
Any notice or other communication to be given to the Issuer under this
Agreement may be given by delivering the same in writing to City of La Porte, 604 W. Fairmon
Parkway, La Porte, Texas 77571, Attention: Mayor; and any notice or other communication to
be given to the Underwriters under this Agreement may be given by delivering the same in
writing to Coastal Securities, _____________________________________, Texas _____,
Attention: ______________.
10.Parties in Interest.
This Agreement as heretofore specified shall constitute the
entire agreement between us and is made solely for the benefit of the Issuer and the Underwriters
(including successors or assigns of the Underwriters) and no other person shall acquire or have
any right hereunder or by virtue hereof. This Agreement may not be assigned by the Issuer. All
of the Issuer’s representations, warranties and agreements contained in this Agreement shall
remain operative and in full force and effect, regardless of (i) any investigations made by or on
behalf of the Underwriters; (ii) delivery of and payment for the Bonds pursuant to this
Agreement; and (iii) any termination of this Agreement.
11.Effectiveness.
This Agreement shall become effective upon the acceptance
hereof by the Issuer and shall be valid and enforceable at the time of such acceptance.
12.Choice of Law.
This Agreement shall be governed by and construed in
accordance with the laws of the State.
13.Severability.
If any provision of this Agreement shall be held or deemed to be or
shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provision of any
Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have
the effect of rendering the provision in question invalid, inoperative or unenforceable in any
other case or circumstance, or of rendering any other provision or provisions of this Agreement
invalid, inoperative or unenforceable to any extent whatever.
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HOU:3189360.1
14.Business Day.
For purposes of this Agreement, “business day” means any day on
which the New York Stock Exchange is open for trading.
15.Section Headings.
Section headings have been inserted in this Agreement as a
matter of convenience of reference only, and it is agreed that such section headings are not a part
of this Agreement and will not be used in the interpretation of any provisions of this Agreement.
16.Counterparts.
This Agreement may be executed in several counterparts each of
which shall be regarded as an original (with the same effect as if the signatures thereto and
hereto were upon the same document) and all of which shall constitute one and the same
document.
17.No Personal Liability.
None of the members of the City Commission, nor any
officer, agent or employee of the Issuer, shall be charged personally by the Underwriters with
any liability, or be held liable to the Underwriters under any term or provision of this Agreement,
or because of execution or attempted execution, or because of any breach or attempted or alleged
breach, of this Agreement.
18. Entire Agreement
. This Agreement represents the entire agreement between the
Issuer and the Underwriters with respect to the preparation of the Official Statement, the conduct
of the offering, and the purchase and sale of the Bonds.
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HOU:3189360.1
If you agree with the foregoing, please sign the enclosed counterpart of this Agreement
and return it to the Representative. This Agreement shall become a binding agreement between
the Issuer and the Underwriters when at least the counterpart of this Agreement shall have been
signed by or on behalf of each of the parties hereto.
Respectfully submitted,
COASTAL SECURITIES, as Representative of the
Underwriters listed on Schedule I
By:
Name:
Title:
ACCEPTED at ____ a.m/p.m. Central Time this ____ day of _________, 2012.
CITY OF LA PORTE, TEXAS
By:
Name: Traci Leach
Title: Assistant City Manager
By:
Name: Michael Dolby
Title: Finance Director
Schedule I – List of Underwriters
Schedule II– Schedule of Terms
?)\IGYXMSR4EKIA
HOU:3189360.1
SCHEDULE I
Coastal Securities
First Southwest Company
HOU:3189360.1
SCHEDULE II
$__________
City of La Porte, Texas
General Obligation Refunding Bonds, Series 2012
Interest Accrues From: Issuance Date
$__________ Serial Bonds
Maturity PrincipalInterestReoffering
(a)
(Mar. 15)AmountRateYield
2013
2014
2015
2016
2017
2018
2019
2020
2020
2021
2022
2023
2024
2025
(a)(b)
$_________ _____% Term Bonds due March 15, 20__ – Price ______%, Yield _____%
(a)
Bonds maturing on and after March 15, 20__, are subject to redemption prior to maturity at the option of
the City on March 15, 20__, or any date thereafter at par plus accrued interest to the date of redemption.
(b)
The Term Bonds scheduled to mature on March 15, 20__, are also subject to mandatory sinking fund
redemption on the dates and in the amounts set forth in the following schedule:
Mandatory
Redemption Principal Amount
__________________
* Stated Maturity.
HOU:3189360.1
EXHIBIT D
FORM OF ESCROW AGREEMENT
HOU:3189356.1
ESCROW AGREEMENT
THIS ESCROW AGREEMENT
(this “Escrow Agreement”), dated for convenience as
of March 1, 2012, but effective on the Escrow Funding Date described herein, is made and
entered into by and between the City of La Porte, Texas, a home rule municipality operating
under its own charter (the “City”), and The Bank of New York Mellon Trust Company, National
Association, Dallas, Texas, as escrow agent (together with any successor or assign in such
capacity, the "Escrow Agent").
WHEREAS
, the City has heretofore issued certain bonds and other obligations
(hereinafter defined as the "Refunded Obligations") that it desires to refund in advance of their
maturities;
WHEREAS
, Chapter 1207, Texas Government Code, as amended (the “Act”),
authorizes and empowers the City to sell bonds in an amount sufficient, together with other
available funds or resources, to provide for the payment of obligations which are to be
discharged, deposit the proceeds of such refunding bonds with an escrow agent and enter into an
escrow agreement with such escrow agent for the safekeeping, investment, reinvestment,
administration, and disposition of such deposit of proceeds, upon such terms and conditions as
the parties may agree;
WHEREAS
, the City Council of the City has adopted an ordinance (the “Refunding
Bond Ordinance”) authorizing the issuance, sale and delivery of the City's General Obligation
Refunding Bonds, Series 2012 (the “Refunding Bonds”), for the purpose of providing the funds
necessary to refund the Refunded Obligations;
WHEREAS
, to provide for the payment of the Refunded Obligations, the City has
provided for the transfer to the Escrow Agent pursuant to this Escrow Agreement of proceeds of
the Refunding Bonds together with any other legally available funds, if any; and
WHEREAS
, the City Council of the City has further determined to effectuate the
refunding of the Refunded Obligations pursuant to this Escrow Agreement, under which
provision is made for the safekeeping, investment, reinvestment, administration and disposition
of proceeds of the Refunding Bonds and other legally available funds, if any, so as to provide
firm banking and financial arrangements for the discharge and final payment of the Refunded
Obligations;
NOW, THEREFORE
, in consideration of the mutual undertakings, promises and
agreements herein contained, and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, and in order to secure the full and timely
payment of the principal of and interest on the Refunded Obligations, the City and the Escrow
Agent contract and agree as follows:
HOU:3189362.1
ARTICLE I.
DEFINITIONS AND INTERPRETATIONS
Section 1.1. Definitions. Unless otherwise expressly provided or unless the context
clearly requires otherwise, the following terms shall have the respective meanings specified
below for all purposes of this Escrow Agreement:
“City” shall mean the City of La Porte, Texas, and, where appropriate, its City Council.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the applicable
regulations thereunder and under the Internal Revenue Code of 1954.
"Escrow Agent" shall mean The Bank of New York Mellon Trust Company, National
Association, Dallas, Texas, in its capacity as escrow agent hereunder, and any successor or
assign in such capacity.
"Escrow Agreement" shall mean this escrow agreement.
"Escrow Deposit" shall mean the initial deposit into the Escrow Fund, as more
particularly described in Section 2.1.
"Escrow Fund" shall mean the fund created in Section 3.1 of this Escrow Agreement to
be administered by the Escrow Agent pursuant to the provisions of this Escrow Agreement.
"Escrow Funding Date" shall mean ____________, 2012.
"Escrowed Securities" shall mean the Limited Yield Securities and the Open Market
Securities.
"Limited Yield Securities" shall mean the noncallable United States Treasury
Obligations-State and Local Government Series to be initially purchased with proceeds of the
Refunding Bonds, as more fully described in the Report attached hereto, together with all
reinvestments of the proceeds thereof as may be directed in Section 4.2 or permitted in Section
4.3(b).
"Open Market Securities" shall mean the United States Treasury securities to be
purchased in the open market with cash and the proceeds of the Refunding Bonds, as more fully
described in the Report attached hereto, together with all reinvestments of the proceeds thereof
as may be directed in Section 4.2 or permitted in Section 4.3(b), or cash or obligations
substituted therefor pursuant to Section 4.3(a).
"Paying Agent for the Refunded Obligations" shall mean The Bank of New York Mellon
Trust Company, National Association, Dallas, Texas.
"Refunded Obligation Ordinances" shall mean the City's ordinances authorizing the
issuance, sale and delivery of the Refunded Obligations.
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HOU:3189362.1
Exhibit A
"Refunded Obligations" shall mean the City's outstanding bonds set forth on .
"Refunding Bond Ordinance" shall mean the City's ordinance adopted February 13, 2012,
authorizing the issuance, sale and delivery of the Refunding Bonds.
"Refunding Bonds" shall mean the City’s General Obligation Refunding Bonds, Series
2012.
"Report" shall mean the verification report prepared by Grant Thornton LLP, independent
certified public accountants, relating to the advance refunding of the Refunded Obligations, a
Exhibit B
copy of which is attached hereto as , and any subsequent verification report required
by Section 4.3.
Section1.2. Interpretations. The titles and headings of the articles and sections of this
Escrow Agreement have been inserted for convenience of reference only and are not to be
considered a part hereof and shall not in any way modify or restrict the terms hereof. This
Escrow 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
Section2.1. Deposits to Escrow Fund. On the Escrow Funding Date, the City shall
deposit, or cause to be deposited, into the Escrow Fund the Escrow Deposit, consisting of the
following:
(a) As the beginning cash balance for the Escrow Fund as shown in the Report,
$______ from proceeds of the Refunding Bonds plus $_____ from the interest and sinking funds
for the Refunded Obligations; and
(b) the initial Limited Yield Securities, with a purchase price of $____________
ARTICLE III.
CREATION AND OPERATION OF ESCROW FUND
Section3.1. Escrow Fund. On the Escrow Funding Date, the Escrow Agent will create
in its books a special fund and irrevocable escrow to be known as the “City of La Porte, Texas,
General Obligation Refunding Bonds, Series 2012, Escrow Fund" (the "Escrow Fund"). On the
Escrow Funding Date, the Escrow Deposit described in Section 2.1 will be deposited to the
credit of the Escrow Fund. The Escrow Deposit and all proceeds therefrom shall be the property
of the Escrow Fund and shall be applied only in strict conformity with the terms and conditions
hereof. All Escrowed Securities, all proceeds therefrom and all cash balances from time to time
on deposit in the Escrow Fund are hereby irrevocably pledged to the payment of the principal of,
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HOU:3189362.1
redemption premium, if any, and interest on the Refunded Obligations, which payment shall be
made by timely transfers to the Paying Agent for the Refunded Obligations of such amounts at
such times as are provided in Section 3.2. When the final transfers have been made to the Paying
Agent for the Refunded Obligations for the payment of such principal of, redemption premium,
if any, and interest on the Refunded Obligations, any balance then remaining in the Escrow Fund
shall be transferred to the City, and the Escrow Agent shall thereupon be discharged from any
further duties hereunder.
Section3.2. Payment of Principal, Redemption Premium, if any, and Interest;
Redemption of Certain Refunded Obligations. (a) The Escrow Agent is hereby irrevocably
instructed to transfer to the Paying Agent for the Refunded Obligations from the cash balance
from time to time on deposit in the Escrow Fund the amounts required to pay the principal of,
redemption premium, if any, and interest on the Refunded Obligations in the amounts and at the
times shown in the Report; provided, however, that funds transferred to the Escrow Fund from
the interest and sinking funds for the Refunded Obligations, if any, and all investment earnings
thereon be used for the payment of the principal of, redemption premium, if any, and interest on
the Refunded Obligations prior to the use of proceeds of the Refunding Bonds for such purpose.
(b) Except for amounts transferred to the Paying Agent for the Refunded Obligations
pursuant to Section 3.2(a) and to the City pursuant to Section 4.2, the Escrow Agent agrees that it
shall never make any withdrawals from the Escrow Fund or assert any claims, liens or charges
against the Escrow Fund.
Section3.3. Sufficiency of Escrow Fund. The City represents (based upon the Report)
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 Paying Agent for the Refunded Obligations at the
times and in the amounts required to pay the interest on the Refunded Obligations as such
interest comes due and to pay the principal of, redemption premium, if any, and interest on the
Refunded Obligations as the Refunded Obligations mature or are called for redemption, all is
more fully set forth in the Report. 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 the Paying Agent for the Refunded Obligations to make the payments set forth in
Section 3.2, the City shall timely deposit into the Escrow Fund, from lawfully available funds,
additional funds in the amounts required to make such payments. Notice of any such
insufficiency shall be given promptly by the Escrow Agent to the City 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 City's failure to make additional deposits thereto.
Section3.4. Trust Fund. The Escrow Agent at all times shall hold the Escrow Fund, the
Escrowed Securities and all other assets of the Escrow Fund wholly segregated from all other
funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed
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 always
shall be maintained by the Escrow Agent for the benefit of the holders of the Refunded
Obligations; and a special account evidencing such fact shall be maintained at all times on the
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HOU:3189362.1
books of the Escrow Agent. The holders 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 Escrow Fund to which they are entitled as holders of the Refunded
Obligations. The amounts received by the Escrow Agent under this Escrow Agreement shall not
be considered as a banking deposit by the City, and the Escrow Agent shall have no right or title
with respect thereto except as escrow agent under the terms hereof. The amounts received by the
Escrow Agent hereunder shall not be subject to warrants, drafts or checks drawn by the City or,
except to the extent expressly herein provided, by the Paying Agent for the Refunded
Obligations.
Section3.5. Security for Cash Balances. Cash balances from time to time on deposit in
the Escrow Fund, to the extent not insured by the Federal Deposit Insurance Corporation or its
successor, shall 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.
Section 3.6 Grant of Security Interest. In order to secure payment when due of the
principal of and interest on the Refunded Obligations, the City hereby pledges and grants to the
Escrow Agent, for the account of the holders or owners of the Refunded Obligations and of any
appurtenant coupons, a security interest in all of its right, title, and interest, if any, in and to all
funds held hereunder and all investments thereof and agrees that the Escrow Agent shall have
and may exercise all of the rights of a secured party granted by the Texas Uniform Commercial
Code in respect thereof to the same extent as if such Code applied to such security interest.
ARTICLE IV.
LIMITATION ON INVESTMENTS
Section4.1. General. Except as herein otherwise expressly provided, the Escrow Agent
shall not have any power or duty to invest any money held hereunder, to make substitutions of
the Escrowed Securities or to sell, transfer or otherwise dispose of the Escrowed Securities.
Section4.2. Reinvestment of Proceeds of Open Market Securities. The Escrow Agent is
hereby authorized and directed to reinvest proceeds of the Open Market Securities, if any, which
are attributable to amounts received as principal of or interest on the Open Market Securities and
which are not immediately needed to pay the Refunded Obligations in direct obligations of the
United States of America, i.e., United States Treasury Bonds, Bills and Notes, in the amounts,
and maturing and bearing interest, all as set out in the Report. The City hereby designates and
appoints the Escrow Agent as its agent and duly authorized representative for purposes of
subscribing for and purchasing such obligations, all of which shall constitute Escrowed
Securities. Any income or increment earned from such reinvestment remaining after final
payment of the Refunded Obligations, shall be promptly transferred to the City.
Section4.3. Substitution of Securities. (a) Concurrently with the sale and delivery of the
Refunding Bonds, the City may, upon compliance with the conditions stated in subsection (c) of
this Section 4.3, at its option, substitute cash or non-interest bearing obligations of the United
5
HOU:3189362.1
States Treasury (i.e., Treasury obligations which 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 Open Market Securities listed in the Report, but only
if such cash and/or substituted non-interest bearing direct obligations of the United States
Treasury:
(i) are in an amount, and/or mature in an amount, which, together with any cash
substituted for such obligations, is equal to or greater than the amount payable on
the maturity date of the obligation listed in the Report for which such obligation is
substituted, and
(ii) mature on or before the maturity date of the obligation listed in the Report for
which such obligation is substituted.
The City may at any time substitute any Open Market Securities which, as permitted by the
preceding sentence, were not deposited to the credit of the Escrow Fund, for the cash and/or
obligations that were substituted concurrently with the sale and delivery of the Refunding Bonds
for such Open Market Securities.
(b) At the written request of the City, and upon compliance with the conditions
hereinafter stated in subsection (c) of this Section 4.3, the Escrow Agent shall sell, transfer,
otherwise dispose of or request the redemption of all or any portion of the Escrowed Securities
and apply the proceeds therefrom to purchase Refunded Obligations or direct obligations of, or
obligations the principal of and interest on which are unconditionally guaranteed by, the United
States of America which do not permit the redemption thereof at the option of the obligor.
(c) Any such transaction described in subsections (a) and (b) of this Section 4.3 may
be affected by the Escrow Agent only if (1) the Escrow Agent shall have received a written
opinion from a recognized firm of certified public accountants that such transaction will not
cause the amount of money and securities in the Escrow Fund to be reduced below an amount
which will be sufficient, when added to the interest to accrue thereon, to provide for the payment
of principal of, redemption premium, if any, and interest on the remaining Refunded Obligations
as they become due, and (2) the Escrow Agent shall have received the unqualified written legal
opinion of nationally recognized bond counsel or tax counsel acceptable to the City and the
Escrow Agent to the effect that (a) such transaction will not cause any of the Refunded
Obligations or Refunding Bonds to be an "arbitrage bond" within the meaning of the Code and
(b) that such transaction complies with the Constitution and laws of the State of Texas and with
all relevant documents relating to the issuance of the Refunded Obligations and the Refunding
Bonds.
Section4.4. Arbitrage. The City hereby covenants and agrees that it shall never request
the Escrow Agent to exercise any power hereunder or permit any part of the money in the
Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to
acquire any securities or obligations if the exercise of such power or the acquisition of such
securities or obligations would cause any Refunding Bonds to be an "arbitrage bond" within the
meaning of the Code.
6
HOU:3189362.1
ARTICLE V.
RECORDS AND REPORTS
Section5.1. Records. The Escrow Agent shall keep books of record and account in
which complete and correct entries shall be made of all transactions relating to the receipt,
disbursement, allocation 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 City and the holders of the Refunded
Obligations.
Section5.2. Reports. For the period beginning on the Escrow Funding Date and ending
on September 30, 2012, and for each twelve (12) month period thereafter while this Agreement
remains in effect, the Escrow Agent shall prepare and send to the City within thirty (30) days
following the end of such period a written report summarizing all transactions relating to the
Escrow Fund during such period, 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 to the Paying Agent for 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 VI.
CONCERNING THE ESCROW AGENT
Section6.1. Representations of Escrow Agent. The Bank of New York Mellon Trust
Company, National Association, Dallas, Texas, hereby represents that it has all necessary power
and authority to enter into this Escrow Agreement and undertake the obligations and
responsibilities imposed upon it herein and that it will carry out all of its obligations hereunder.
Section6.2. Limitation on Liability. The liability of the Escrow Agent to transfer funds
to the Paying Agent for the Refunded Obligations for the payments of the principal of,
redemption premium, if any, and 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, the Escrow
Agent shall have no liability whatsoever for the insufficiency of funds from time to time in the
Escrow Fund or any failure of the obligor of the Escrowed Securities to make timely payment
thereon, except for its obligation to notify the City promptly of any such occurrence.
The recitals herein and in the proceedings authorizing the Refunding Bonds shall be
taken as the statements of the City and shall not be considered as made by, or imposing any
obligation or liability upon, the Escrow Agent. The Escrow Agent is not a party to the
Refunding Bond Ordinance or the Refunded Obligation Ordinances and in its capacity as Escrow
Agent is not responsible for or bound by any of the provisions thereof. In its capacity as Escrow
7
HOU:3189362.1
Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this
Escrow Agreement.
The Escrow Agent makes no representation as to the value, condition or sufficiency of
the Escrow Fund, or any part thereof, or as to the title of the City thereto, or as to the security
afforded thereby or hereby, and the Escrow Agent shall incur no liability or responsibility with
respect to any of such matters.
It is the intention of the City and the Escrow Agent 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 the performance of any duties, except such
duties as are specifically set forth in this Escrow Agreement, and no implied covenants or
obligations shall be read into this Escrow Agreement. Nothing herein contained shall relieve the
Escrow Agent from liability for its own negligent action, negligent failure to act or willful
misconduct, except that this sentence shall not be construed to limit the effect of the immediately
preceding sentence. The Escrow Agent shall not incur any liability for any error of judgment
made in good faith by a responsible officer thereof, unless it shall be proved that it was negligent
in ascertaining the pertinent facts. The Escrow Agent shall be protected in acting upon any
notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or
document believed by it to be genuine, and to have been signed or presented by the proper party
or parties. The Escrow Agent may consult with counsel, and the opinion of such counsel shall be
full and complete authorization and protection in respect of any action taken or suffered by it in
good faith and in accordance therewith.
Unless it is specifically provided otherwise 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 City 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 Escrow Agreement. If, however, the
Escrow Agent is called upon by the terms of this Escrow 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 the 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 City 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 the City, among
others, at any time.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in
good faith in the exercise of reasonable care and believed by it to be within the discretion or
power conferred upon it by this Escrow 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 neglect or default, nor for any loss unless the same shall have been through its
negligence or want of good faith.
8
HOU:3189362.1
In the absence of bad faith, the Escrow Agent may rely conclusively upon the truth,
completeness and accuracy of the statements, certificates, opinions, resolutions and other
documents conforming to the requirements of this Escrow Agreement, and shall not be obligated
to make any independent investigation with respect thereto.
To the full extent permitted by law, the parties agree to indemnify, defend and hold the
Escrow Agent harmless from and against any and all loss, damage, tax, liability and expense that
may be incurred by the Escrow Agent arising out of or in connection with its acceptance or
appointment as Escrow Agent hereunder, including attorneys fees and expenses of defending
itself against any claim or liability in connection with its performance hereunder except that the
Escrow Agent shall not be indemnified for any loss, damage, tax, liability, or expense resulting
from its own negligence or willful misconduct.
Section
6.3. Compensation. On the Escrow Funding Date, the City will pay The Bank of
New York Mellon Trust Company, National Association, Dallas, Texas, for performing its
services as Escrow Agent hereunder and for all expenses incurred or to be incurred by the
Exhibit C
Escrow Agent in the administration of this Escrow Agreement, the fees set out in . If
the Escrow Agent is requested to perform any extraordinary services hereunder, the City 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. It is expressly provided that the Escrow Agent shall look only to the City
for the payment of such additional fees and reimbursement of such additional expenses. The
Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the
Escrow Fund for any fees for its services, whether regular, additional or extraordinary, as Escrow
Agent, or in any other capacity, or for reimbursement for any of its expenses.
Section6.4. Successor Escrow Agents. If at any time the Escrow Agent or its legal
successor or successors should become unable, through operation of 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 City, by appropriate action, shall promptly appoint an Escrow Agent to fill such vacancy. If
no successor Escrow Agent shall have been appointed by the City within 60 days, a successor
may be appointed by the holders of a majority in aggregate principal amount of the Refunded
Obligations then outstanding by an instrument or instruments in writing filed with the City,
signed by such holders or by their duly authorized attorneys. 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 holder of any Refunded Obligation
then out-standing 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 qualified to act in such capacity under Chapter
1207, Texas Government Code, as amended, and 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 a combined capital and surplus of at least $50,000,000
and subject to supervision or examination by federal or state authority.
9
HOU:3189362.1
Any successor Escrow Agent shall execute, acknowledge and deliver to the City 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 City 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 paid hereunder.
The Escrow Agent at the time acting hereunder may at any time resign and be discharged
from the escrow hereby created by giving not less than sixty (60) days’ written notice to the City
specifying the date when such resignation will take effect. No such resignation shall take effect
unless a successor Escrow Agent shall have been appointed by the holders of the Refunded
Obligations or by the City as herein provided and such successor Escrow Agent shall have
accepted such appointment, in which event such resignation shall take effect immediately upon
the appointment and acceptance of a successor Escrow Agent.
The Escrow Agent may be removed at any time by an instrument or concurrent
instruments in writing delivered to the Escrow Agent and to the City and signed by the holders of
a majority in aggregate principal amount of the Refunded Obligations then outstanding.
ARTICLE VII.
MISCELLANEOUS
Section7.1. Notices. Any notice, authorization, request or demand required or permitted
to be given hereunder shall be made or given in writing and shall be deemed to have been duly
given when mailed by registered or certified mail, postage prepaid, addressed as follows:
To the Escrow Agent:
The Bank of New York Mellon Trust Company
th
2001 Bryan Street, 10 Floor
Dallas, Texas 75201
Attn: Issuer Administrative Services
To the City:
City of La Porte, Texas
604 W. Fairmont Parkway
La Porte, Texas 77571
Attention: Finance Director
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. Either party hereto may
10
HOU:3189362.1
change the address to which notices are to be delivered by giving to the other party not less than
ten days' prior written notice thereof.
Section7.2. Termination of Responsibilities. Upon the taking by the Escrow Agent of
all the actions as described herein, the Escrow Agent shall have no further obligations or
responsibilities hereunder to the City, the holders of the Refunded Obligations or to any other
person or persons in connection with this Escrow Agreement.
Section7.3. Binding Agreement; Amendment. This Escrow Agreement shall be binding
upon the City and the Escrow Agent and their respective successors and legal representatives and
shall inure solely to the benefit of the holders of the Refunded Obligations, the City, the Escrow
Agent and their respective successors and legal representatives. This Escrow Agreement shall
not be subject to amendment without the written consent of the holders of all Refunded
Obligations then outstanding.
Section7.4. Severability. If any one or more of the provisions contained in this Escrow
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision of this Escrow
Agreement, but this Escrow Agreement shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein.
Section 7.5. Governing Law. This Escrow Agreement shall be governed exclusively by
the provisions hereof and by the applicable laws of the State of Texas.
Section7.6. Time of Essence. Time shall be of the essence in the performance of
obligations from time to time imposed upon the Escrow Agent by this Escrow Agreement.
[SIGNATURE PAGE FOLLOWS]
11
HOU:3189362.1
EXECUTED as of the date first written above, but effective as set forth herein.
CITY OF LA PORTE, TEXAS
By:
Mayor
ATTEST:
___________________________
City Secretary
(SEAL)
THE BANK OF NEW YORK MELLON TRUST
COMPANY, NATIONAL ASSOCIATION
Dallas, Texas
By:
Name:
Title:
S-1
HOU:3189362.1
EXHIBIT A
REFUNDED OBLIGATIONS
HOU:3189362.1
EXHIBIT B
VERIFICATION REPORT
HOU:3189362.1
EXHIBIT C
ESCROW AGENT COMPENSATION
HOU:3189362.1
Robert V. Henderson
,
1EREKMRK(MVIGXSV
Phone: (210)805-1118
Facsimile: (210) 805-1119
robert.henderson@rbccm.com
CLP,T
ITY OF A ORTEEXAS
PPF
RELIMINARY LAN OF INANCE
D:F2,2012
ATEDEBRUARY
I:
NTRODUCTION
As a function of a wide array of events, tax-exempt interest rates began a renewed downward trend
starting last November and have only very recently shown signs of abating. At this writing, tax-exempt
rates are at their lowest since 1967. This has prompted a significant increase in re-financings across all
financial sectors including public finance. As the City’s financial advisor, RBC Capital Markets has
undertaken an analysis of the City’s outstanding debt to identify refinancing opportunities that could
benefitit citizens. This plan of finance is designed to address those opportunities.
FB:
INANCIAL ACKGROUND
The City of La Porte currently has ten ad valoremproperty tax secured debt obligations outstanding as
follows:
Issue:Original Amount:Currently Outstanding:
Limited Tax Bonds, Series 2002$5,400,000$3,780,000
Certificates of Obligation, Series 20047,000,0005,630,000
Certificates of Obligation, Series 2005 1,800,000 1,400,000
General Obligation Bonds, Series 2005 7,675,000 6,000,000
Public Property Finance COs Series 2006 2,625,000 1,312,500
Certificates of Obligation, Series 2006 5,765,000 4,855,000
General Obligation Bonds, Series 2006 1,200,000 1,010,000
Certificates of Obligation, Series 2007 8,075,000 7,455,000
Certificates of Obligation, Series 2010 6,265,000 6,265,000
General Obligation Ref.Bonds, Series 2010 4,295,000 3,930,000
The outstanding debt issues bear interest at rates ranging from 2.00%to 5.00%depending on the
original series. Certain of the issues; specifically the Limited Tax Bonds, Series 2002, Certificates of
Obligation, Series 2004, Certificates of Obligation, Series 2005and the General Obligation Bonds,
Series 2005 bear interest at rates ranging from 4.00% to 5.00%. These debt issues, given their
respective call dates (thedates at which they can be repaid with no penalties) can be refunded at a
currently projected gross dollar savings of approximately $725,000 or a net present value savings of
approximately $630,000 or 7.18%.
There is another Series of debt, the Public Property Finance COs Series 2006, which are callable at any
time and bear interest at 3.74% that could be refunded for a savings as well. However, because that
issue is set up on a term bond, we would have to refund the less economical pieces along with themost
153 Treeline Park(210)805-1118RBCCapital Markets
Suite 100Member NYSE/SIPC
San Antonio, TX 78209
City of La Porte, Texas
February 2, 2012
Page 2
desirable and refunding all of it would cause the total issue size to exceed $10.0 million, therefore, we
have not recommended they be included. The complete analysis is attached as exhibit “A”.
The City’s currentunderlying bond ratingsare AA by Standard and Poor’s,AA2 by Moody’sand AA-
by Fitch Investor Services.As these ratings are roughly equivalent to the ratings of the insurance
companies, it is not felt that municipal bond insurance would provide any benefit to the City.
CI:
OSTS OF SSUANCE
The anticipated savings described above are net after all related costs of issuance. A detailed estimate of
costs of issuance is attached as exhibit “B”.
TS:
HE TRUCTURE
The refunding structure proposed is level debt service savings over the existinglife of the debt which
hasa final maturity of 2025.In other words, the structure has not changed, the maturities have been
neither shortened norlengthened.
SD:
ELLING THE EBT
There are three generally prescribed methods for selling public debt. They include selling by
competitive bid, selling on a negotiated sale basis and conducting a private placement. The first two
methodsinvolve salesto the general pubic and would require obtaining bondratings, preparing public
offering documents and engaging underwriters. The privateplacementmethod entails presenting the
debt to a number of commercial banks (both locally and on a regional basis)and asking them to give us
interest rate indications. We would then negotiate final terms and present the City witha bond purchase
agreement between the winning bidder and the City reflecting those terms.
Given the advance refunding nature of the issue, which is timing and interest rate sensitive, it is our
recommendation that the debt be sold by the negotiated sale method. Given the size of the issue, it is
our recommendation that the City utilize a two handed underwriting syndicate for maximum
distribution. The City has historical relationships with two underwriting firms including Coastal
Securities and First Southwest Company. We recommend both firms be utilized with Coastal Securities
as the lead underwriter.
T:
IMING
General Obligation Refunding Bonds do not require any special notices or public hearings. There are
two methods for handling counsel approval. The first is the more traditional in that the Council
approves a plan of finance and authorizes the Director of Finance, working with the Financial Advisor,
to proceed with rating presentations, document preparation and set a predetermined date to sell the
bonds and bring to the Council an ordinance complete with interest rates for Council approval. Given
the volatility of the markets and the interest rate and time sensitivity of advance refundings, another
method has become popular in the past 3-4 years. That is utilizing a “parameters” resolution method. In
this method, an ordinance authorizing the issuance of the debt is presented to council that does not set
out the final interest rates of the issue but instead delegates the authority to negotiate such final terms to
153 Treeline Park, Suite 100(210)805-1118RBC Capital Markets
San Antonio, TX 78209Member NYSE/SIPC
City of La Porte, Texas
February 2, 2012
Page 3
one or more City officials; typically the City Manager and/or the Director of Finance, SO LONG AS
CERTAIN PARAMETERS APPROVED BY THE COUNCIL ARE MET. The parameters set out in
the ordinance included a maximum amount of debt to be issued, themaximum level of interest rates that
can be approved, a maximum maturity of the debt and a minimum level of savings that must be
achieved. Finally, the ordinance would put a time limit on the authorization. In this manner, City
administration has the latitude to monitor the market as preparations are made and to choose the market
conditions in which to enter rather than being forced to accept whatever market conditions exist at the
time of a predetermined sale date. We recommend the parameters resolution method of sale.
The attached timetable of events reflects this recommendation with the expectation that the parameters
resolution would be adopted on February 13, 2012.
S:
UMMARY
Interest rates are at historical lows. It is possible they could go even lower. However, current market
conditions give the City theopportunity to lock in substantialsavings without incurring interest rate
risk. We recommend that the City move forward with the refunding.
153 Treeline Park, Suite 100(210)805-1118RBC Capital Markets
San Antonio, TX 78209Member NYSE/SIPC
City of La Porte, Texas
$9,230,000 General Obligation Refunding Bonds, Series 2012
Estimated Costs of Issuance
29-Jan-12
Financial Advisor$28,484.44
Structuring Fees 7,121.11
Bond Counsel 25,000.00
Bond Counsel Expenses 1,500.00
Ratings:Standard & Poor's 7,500.00
Electronic Posting of Preliminary Official Statement 1,500.00
Official Statement Printing 750.00
Paying Agent Fee 500.00
Verification Report 2,500.00
Call Notice & Escrow Fees 3,500.00
Attorney General Fee 9,230.00
Document Preparation Fees 4,984.78
Travel 350.00
Rounding/Miscellaneous 79.67
$93,000.00
Municipal Bond Insurance:$-
Underwriter's Gross Spread (@$6.85/bnd):63,195.00
$63,195.00
Total Financing Related Costs:$156,195.00
SUMMARY OF REFUNDING RESULTS
La Porte, City of (General Obligation Debt)
2012 Refunding
Dated Date03/20/2012
Delivery Date03/20/2012
Arbitrage yield2.133213%
Escrow yield0.288814%
Bond Par Amount9,230,000.00
True Interest Cost2.278875%
Net Interest Cost2.358272%
All-In TIC2.392242%
Average Coupon2.947942%
Average Life9.964
Par amount of refunded bonds8,770,000.00
Average coupon of refunded bonds4.315411%
Average life of refunded bonds10.284
PV of prior debt to 03/20/2012 @ 2.133213%10,525,717.56
Net PV Savings629,705.25
Percentage savings of refunded bonds7.180219%
Prepared by RBC Capital Markets, LLC Page 1
BOND SUMMARY STATISTICS
La Porte, City of (General Obligation Debt)
2012 Refunding
Dated Date03/20/2012
Delivery Date03/20/2012
Last Maturity03/15/2025
Arbitrage Yield2.133213%
True Interest Cost (TIC)2.278875%
Net Interest Cost (NIC)2.358272%
All-In TIC2.392242%
Average Coupon2.947942%
Average Life (years)9.964
Duration of Issue (years)8.724
Par Amount9,230,000.00
Bond Proceeds9,836,910.15
Total Interest2,711,127.78
Net Interest2,168,827.63
Total Debt Service11,941,127.78
Maximum Annual Debt Service1,525,425.00
Average Annual Debt Service919,530.70
Underwriter's Fees (per $1000)
Average Takedown
Other Fee7.000000
Total Underwriter's Discount7.000000
Bid Price105.875408
ParAverageAverage
Bond ComponentValuePriceCouponLife
Serial9,230,000.00106.5752.948%9.964
9,230,000.009.964
All-InArbitrage
TICTICYield
Par Value9,230,000.009,230,000.009,230,000.00
+ Accrued Interest
+ Premium (Discount)606,910.15606,910.15606,910.15
- Underwriter's Discount-64,610.00-64,610.00
- Cost of Issuance Expense-95,000.00
- Other Amounts
Target Value9,772,300.159,677,300.159,836,910.15
Target Date03/20/201203/20/201203/20/2012
Yield2.278875%2.392242%2.133213%
Prepared by RBC Capital Markets, LLC Page 2
SAVINGS
La Porte, City of (General Obligation Debt)
2012 Refunding
Present Value
PriorRefundingto 03/20/2012
DateDebt ServiceDebt ServiceSavings@ 2.1332134%
09/30/2012188,316.25130,277.7858,038.4757,442.89
09/30/2013376,632.50327,400.0049,232.5047,645.48
09/30/2014376,632.50326,200.0050,432.5047,789.54
09/30/2015376,632.50325,000.0051,632.5047,906.55
09/30/2016376,632.50323,800.0052,832.5047,997.58
09/30/2017376,632.50327,550.0049,082.5043,610.16
09/30/2018749,317.50696,400.0052,917.5046,088.95
09/30/20191,022,793.75971,775.0051,018.7543,530.39
09/30/20201,013,633.75961,550.0052,083.7543,549.74
09/30/20211,576,295.001,525,425.0050,870.0041,696.56
09/30/20221,570,198.751,519,850.0050,348.7540,469.06
09/30/20231,566,135.001,513,225.0052,910.0041,725.62
09/30/20241,553,880.001,500,625.0053,255.0041,202.00
09/30/20251,543,490.001,492,050.0051,440.0039,050.73
12,667,222.5011,941,127.78726,094.72629,705.25
Savings Summary
PV of savings from cash flow629,705.25
Net PV Savings629,705.25
Prepared by RBC Capital Markets, LLC Page 3
SOURCES AND USES OF FUNDS
La Porte, City of (General Obligation Debt)
2012 Refunding
Dated Date03/20/2012
Delivery Date03/20/2012
Sources:
Bond Proceeds:
Par Amount9,230,000.00
Premium606,910.15
9,836,910.15
Uses:
Refunding Escrow Deposits:
Cash Deposit0.80
SLGS Purchases9,675,232.00
9,675,232.80
Delivery Date Expenses:
Cost of Issuance95,000.00
Underwriter's Discount64,610.00
159,610.00
Other Uses of Funds:
Additional Proceeds2,067.35
9,836,910.15
Prepared by RBC Capital Markets, LLC Page 4
BOND PRICING
La Porte, City of (General Obligation Debt)
2012 Refunding
MaturityCallCall
Bond ComponentDateAmountRateYieldPriceDatePrice
Serial:
03/15/201360,0002.000%0.380%101.592
03/15/201460,0002.000%0.530%102.900
03/15/201560,0002.000%0.750%103.684
03/15/201660,0002.000%0.970%104.017
03/15/201765,0002.000%1.100%104.354
03/15/2018440,0002.500%1.360%106.532
03/15/2019730,0002.500%1.550%106.267
03/15/2020740,0003.000%1.780%109.044
03/15/20211,335,0003.000%1.980%108.358
03/15/20221,370,0003.000%2.130%107.788
03/15/20231,405,0003.000%2.280%106.397C03/15/2022100.000
03/15/20241,435,0003.000%2.370%105.572C03/15/2022100.000
03/15/20251,470,0003.000%2.480%104.574C03/15/2022100.000
9,230,000
Dated Date03/20/2012
Delivery Date03/20/2012
First Coupon09/15/2012
Par Amount9,230,000.00
Premium606,910.15
Production9,836,910.15106.575408%
Underwriter's Discount-64,610.00-0.700000%
Purchase Price9,772,300.15105.875408%
Accrued Interest
Net Proceeds9,772,300.15
Prepared by RBC Capital Markets, LLC Page 5
BOND DEBT SERVICE
La Porte, City of (General Obligation Debt)
2012 Refunding
PeriodAnnual
EndingPrincipalInterestDebt ServiceDebt Service
09/30/2012130,277.78130,277.78130,277.78
03/30/201360,000134,000.00194,000.00
09/30/2013133,400.00133,400.00327,400.00
03/30/201460,000133,400.00193,400.00
09/30/2014132,800.00132,800.00326,200.00
03/30/201560,000132,800.00192,800.00
09/30/2015132,200.00132,200.00325,000.00
03/30/201660,000132,200.00192,200.00
09/30/2016131,600.00131,600.00323,800.00
03/30/201765,000131,600.00196,600.00
09/30/2017130,950.00130,950.00327,550.00
03/30/2018440,000130,950.00570,950.00
09/30/2018125,450.00125,450.00696,400.00
03/30/2019730,000125,450.00855,450.00
09/30/2019116,325.00116,325.00971,775.00
03/30/2020740,000116,325.00856,325.00
09/30/2020105,225.00105,225.00961,550.00
03/30/20211,335,000105,225.001,440,225.00
09/30/202185,200.0085,200.001,525,425.00
03/30/20221,370,00085,200.001,455,200.00
09/30/202264,650.0064,650.001,519,850.00
03/30/20231,405,00064,650.001,469,650.00
09/30/202343,575.0043,575.001,513,225.00
03/30/20241,435,00043,575.001,478,575.00
09/30/202422,050.0022,050.001,500,625.00
03/30/20251,470,00022,050.001,492,050.00
09/30/20251,492,050.00
9,230,0002,711,127.7811,941,127.7811,941,127.78
Prepared by RBC Capital Markets, LLC Page 6
ESCROW DESCRIPTIONS
La Porte, City of (General Obligation Debt)
2012 Refunding
Type ofType ofMaturityFirst IntParMax
SecuritySLGSDatePmt DateAmountRateRate
Mar 20, 2012:
SLGSCertificate09/15/201209/15/2012175,7170.050%0.050%
SLGSCertificate03/15/201303/15/2013175,2370.100%0.100%
SLGSNote09/15/201309/15/2012175,4100.140%0.140%
SLGSNote03/15/201409/15/20123,905,5330.200%0.200%
SLGSNote09/15/201409/15/2012101,5990.270%0.270%
SLGSNote03/15/201509/15/20125,141,7360.340%0.340%
9,675,232
SLGS Summary
SLGS Rates File24JAN12
Total Certificates of Indebtedness350,954.00
Total Notes9,324,278.00
Total original SLGS9,675,232.00
Prepared by RBC Capital Markets, LLC Page 7
ESCROW COST
La Porte, City of (General Obligation Debt)
2012 Refunding
Type ofMaturityParTotal
SecurityDateAmountRateCost
SLGS09/15/2012175,7170.050%175,717.00
SLGS03/15/2013175,2370.100%175,237.00
SLGS09/15/2013175,4100.140%175,410.00
SLGS03/15/20143,905,5330.200%3,905,533.00
SLGS09/15/2014101,5990.270%101,599.00
SLGS03/15/20155,141,7360.340%5,141,736.00
9,675,2329,675,232.00
PurchaseCost ofCashTotal
DateSecuritiesDepositEscrow CostYield
03/20/20129,675,2320.809,675,232.800.288814%
9,675,2320.809,675,232.80
Prepared by RBC Capital Markets, LLC Page 8
ESCROW SUFFICIENCY
La Porte, City of (General Obligation Debt)
2012 Refunding
Prior Debt (PRI)
EscrowNet EscrowExcessExcess
DateRequirementReceiptsReceiptsBalance
09/30/2012188,316.25188,316.600.350.35
09/30/2013376,632.50376,632.700.200.55
09/30/20144,028,793.754,028,793.750.55
09/30/20155,150,477.505,150,476.95-0.55
9,744,220.009,744,220.000.00
Prepared by RBC Capital Markets, LLC Page 9
ESCROW CASH FLOW
La Porte, City of (General Obligation Debt)
2012 Refunding
Present Value
Net Escrowto 03/20/2012
DatePrincipalInterestReceipts@ 0.2888141%
09/15/2012175,717.0012,598.80188,315.80188,051.79
03/15/2013175,237.0013,079.27188,316.27187,781.09
09/15/2013175,410.0012,906.43188,316.43187,510.47
03/15/20143,905,533.0012,783.643,918,316.643,895,920.98
09/15/2014101,599.008,878.11110,477.11109,687.27
03/15/20155,141,736.008,740.955,150,476.955,106,280.41
9,675,232.0068,987.209,744,219.209,675,232.00
Escrow Cost Summary
Purchase date03/20/2012
Purchase cost of securities9,675,232.00
Target for yield calculation9,675,232.00
Prepared by RBC Capital Markets, LLC Page 10
SUMMARY OF BONDS REFUNDED
La Porte, City of (General Obligation Debt)
2012 Refunding
MaturityInterestParCallCall
BondDateRateAmountDatePrice
Ltd Tax Bds Ser 2002, 2002_1:
SERIAL03/15/20194.600%270,000.0003/15/2015100.000
03/15/20204.700%270,000.0003/15/2015100.000
03/15/20214.800%270,000.0003/15/2015100.000
03/15/20224.850%270,000.0003/15/2015100.000
03/15/20234.900%270,000.0003/15/2015100.000
03/15/20245.000%270,000.0003/15/2015100.000
03/15/20255.000%270,000.0003/15/2015100.000
1,890,000.00
C/O Ser 2004, 2004_1:
SERIAL03/15/20183.850%380,000.0003/15/2014100.000
03/15/20193.950%405,000.0003/15/2014100.000
03/15/20204.050%425,000.0003/15/2014100.000
03/15/20214.100%450,000.0003/15/2014100.000
03/15/20224.200%475,000.0003/15/2014100.000
03/15/20234.250%505,000.0003/15/2014100.000
03/15/20244.350%530,000.0003/15/2014100.000
03/15/20254.450%560,000.0003/15/2014100.000
3,730,000.00
C/O Ser 2005, 2005_1:
TERM2303/15/20214.150%110,000.0003/15/2015100.000
03/15/20224.150%115,000.0003/15/2015100.000
03/15/20234.150%120,000.0003/15/2015100.000
TERM2503/15/20244.200%125,000.0003/15/2015100.000
03/15/20254.200%130,000.0003/15/2015100.000
600,000.00
GO Bds Ser 2005, 2005_2:
SERIAL03/15/20214.000%470,000.0003/15/2015100.000
03/15/20224.000%490,000.0003/15/2015100.000
03/15/20234.125%510,000.0003/15/2015100.000
03/15/20244.150%530,000.0003/15/2015100.000
03/15/20254.200%550,000.0003/15/2015100.000
2,550,000.00
8,770,000.00
Prepared by RBC Capital Markets, LLC Page 11
PRIOR BOND DEBT SERVICE
La Porte, City of (General Obligation Debt)
2012 Refunding
Period
EndingPrincipalInterestDebt Service
09/30/2012188,316.25188,316.25
09/30/2013376,632.50376,632.50
09/30/2014376,632.50376,632.50
09/30/2015376,632.50376,632.50
09/30/2016376,632.50376,632.50
09/30/2017376,632.50376,632.50
09/30/2018380,000369,317.50749,317.50
09/30/2019675,000347,793.751,022,793.75
09/30/2020695,000318,633.751,013,633.75
09/30/20211,300,000276,295.001,576,295.00
09/30/20221,350,000220,198.751,570,198.75
09/30/20231,405,000161,135.001,566,135.00
09/30/20241,455,00098,880.001,553,880.00
09/30/20251,510,00033,490.001,543,490.00
8,770,0003,897,222.5012,667,222.50
Prepared by RBC Capital Markets, LLC Page 12
ESCROW STATISTICS
La Porte, City of (General Obligation Debt)
2012 Refunding
ModifiedYield toYield toPerfectValue of
TotalDurationReceiptDisbursementEscrowNegativeCost of
Escrow Cost(years)DateDateCostArbitrageDead Time
Global Proceeds Escrow:
9,675,232.802.4580.288814%0.288814%9,248,940.04426,292.720.04
9,675,232.809,248,940.04426,292.720.04
Delivery date03/20/2012
Arbitrage yield2.133213%
Prepared by RBC Capital Markets, LLC Page 13
$9,230,000
City of La Porte, Texas
General Obligation Refunding Bonds, Series 2012
Timetable of Events
(February 2, 2012)
DateItemResponsible Party
Feb. 13, 2012Parameters Resolution ApprovedISSUER
Feb. 14, 2012First Draft of POS is distributedRBCCM, ISSUER
Feb. 16, 2012Comments due on First Draft of POSISSUER, AK
Feb. 17, 2012Second Draft of POS is distributedRBCCM, ISSUER
Feb. 21, 2012Comments due on Second Draft of POSISSUER, AK
Feb. 22, 2012Submit Documents to Rating AgenciesRBCCM, ISSUER
Feb. 28, 2012Rating Call RBCCM, ISSUER
Feb. 29, 2012Electronically post POSRBCCM, ISSUER
Mar. 2, 2012Receive responses from Rating AgenciesRBCCM, ISSUER
Mar. 6, 2012Pricing and Executionof BPARBCCM, ISSUER
st
Mar. 8, 2012Distribute 1draft of OSRBCCM, ISSUER
Mar. 8, 2012Documents Forwarded to Attorney GeneralAK
Mar. 9, 2012Comments due on draft of OSISSUER, AK
Mar 12, 2012Final OS is distributedRBCCM, ISSUER
Mar. 22, 2012Receive Attorney General’s ApprovalAK
Mar. 29, 2012Close; deliver Bonds, receive fundsISSUER, RBCCM, AK
RBCCM = RBC Capital Markets, LLC
ISSUER = City of La Porte, Texas
AK = Andrews Kurth LLP
City of La Porte
(Harris County, Texas)
General Obligation Refunding Bonds, Series 2012
DL
ISTRIBUTION IST
IssuerSenior Underwriter
'MX]SJ0E4SVXI
'SEWXEP7IGYVMXMIW
604 W. Fairmont Parkway 5555 San Felipe, Suite 2200
Houston, Texas 77056
La Porte, Texas 77571
Mr. Tony Sekaly
Mr. Michael Dolby
(713) 435-4334
Director of Finance
(713) 435-4561 –fax
(281) 471-5020
Sekaly@costalsecurities.com
dolbym@laportetx.gov
Mr. David Holland
Ms. Phyllis Rinehart
(713) 435-4499
Controller
(713) 435-4423 –fax
(281) 471-5020
wdh@coastalsecurities.com
rinehartp@laportetx.gov
Co-Managing Underwriter
Financial Advisor
*MVWX7SYXL[IWX'SQTER]
6&''ETMXEP1EVOIXW00'
700 Milam, Suite 500
153 Treeline Park
Houston, Texas 77002
Suite 100
San Antonio, Texas 78209
Mr. Drew Masterson
(713) 654-8654
Mr. Robert V. Henderson
(832) 239-9016 –fax
(210) 805-1118
masterson@firstsw.com
(210) 805-1119–fax
Underwriter’s Counsel
Robert.henderson@rbccm.com
Mr. Dusty Traylor
(210) 805-1117
Rating Agency
(210) 805-1119–fax
7XERHEVH
4SSVvW
robert.d.traylor@rbccm.com
500 North Akard, Suite 3200
Dallas, Texas 75201
Mr. Rafael Martinez
(210) 805-1161
Paying Agent
Rafael.martinez@rbccm.com
&EROSJ2I[=SVO
2001 Bryan Street
Bond Counsel
th
8Floor
%RHVI[W/YVXL004
Dallas, TX 75201
600 Travis, Suite 4200
Houston, Texas 77002
Ms. RosalynDavis
(877)458-8742-phone
Ms. Margo White
(214)468-6322-fax
(713)220-3957
Rosalyn.davis@bankofny.com
margowhite@andrewskurth.com
1
REQUEST FOR CITY COUNCIL AGENDA ITEM
Budget
Agenda Date Requested:February13, 2012
Source of Funds: GEN 601 Fund 15
Requested By:Donald Ladd
Account Number:015-9892-601-1100
Department:Fire
Amount Budgeted: $4,200,000.00
Report: Resolution:Ordinance:
Amount Requested:$2,796,450
Exhibits:Bidder’s List and Bid Tabulation
BudgetedItem:YES
Exhibits:
Exhibits
SUMMARY & RECOMMENDATION
In 2010, the City set aside $4,500,000 for the construction of Fire Station 1 to replace the
nd
existing station on south 2street. In February2011 Council approved a contract with Rayand
Hollington to design the new fire stationto be located on south 3rd street.
After advertisingSealed Bid No. 12007in December of 2011, thePurchasing Department held a
th
mandatory pre-bid meeting Jan. 5with 23 prospective bidders attending. The City received 11
th
bids on January 24, with Summit Builders submitting the low bid of $2,715,000. City Staff
and Ray and Hollington checked the references and financials of Summit Builders,finding them
very capable of constructing this project. Of the top 400 construction companiesin the US,
th
Summit Builders are ranked 19. Although the home company is based in Phoenix, Arizona,
they have a satellite office in Harris County.
The bid package included three (3) alternatesbut staff is not recommending awarding these
options.
Staff is recommendingawarding the base bid to Summit Builders in the amount of $2,715,000,
with a 3% construction contingency fund in the amount of $81,450 for a total of $2,796,450.
Action Required by Council:
Consider approval or other action authorizingthe Interim City Managerto enter into contract with
Summit Builders toconstruct the newFire Station # 1 and Fire Administration Building for the
amount of $2,715,000and establishinga 3% construction contingency fund in the amount of
$81,450 for a total of $2,796,450.
Approved for City Council Agenda
Steve Gillette,Interim CityManagerDate
REQUEST FOR CITY COUNCIL AGENDA ITEM
Appropriation
Agenda Date Requested: February13, 2012
Source of Funds: NA
Requested By: Tim Tietjens
Account Number: NA
Department: Planning
NA
Amount Budgeted:
_X__Resolution: ____Ordinance:__X___
Report:
Amount Requested: NA
Budget Item: NA
Attachments:
Ordinancewith SCUP
P&Z Staff Report
Aerial Map
General Plan Overview
Land Use Plan
Public Notice Response
SUMMARY
The Planning and Zoning Commission, during its January19, 2012, meeting, held a public
hearing to receive citizen comments regarding Special Conditional Use Permit Request #11-
91000007.Billy Colemanc/o ACT Independent Turbo Services, Inc.seeksapproval of a Special
Conditional Use Permit (SCUP) for developing a 30 acreindustrial complex withaturbo
machinery repair services facility, shops, offices, and an administration building. The subject
propertyis part of a 234-acre tract owned by PPG, Ind.,and is located to the west of Bay Area
Boulevard, south of theSpencer Highwayintersection.The property is zoned Planned Unit
Development(PUD)with an underlying land use of medium to high density residential. Any
residential uses of lower density are also permitted by right in this use category.
Because the proposed development is industrial in a residential zone PUD, contrary to the intent,
goals and objectives of the Comprehensive Plan and the Land Use Plan, the Planning Department
offered the Planning and Zoning Commission the following optionsfor action prior to
determining SCUP conditions:
Denial of SCUP request,
Approval of SCUP after subsequent evaluation with conditions,
Direct staff to generate appropriate conditions,
Continue the public hearing and table the action
By a vote of 4-1, the Planning and Zoning Commission has recommended City Council consider
approval of Special Conditional Use Permit#11-91000007 with the conditions generated by staff.
In accordance with the directive of the Planning and Zoning Commission, staff has since generated
a draft Special Conditional Use Permit for Council’s consideration as attached. These conditions
have not been reviewed by the Planning and Zoning Commission;however, in the event that City
Council chooses toremand the SCUP back to the Commission, staff has scheduled this item for
possible review by the Planning and Zoning Commission at the meeting of February 16.This was
done in advancedue to the meeting schedule and only as a contingency measure if that option is
chosen.
La PorteCode of Ordinances,Section 106-217, Conditions of Approval,states that a Special
Conditional Use Permit shall be issued only if certain conditions have been found, including
“That the specific use will be compatible with and not injurious to the use and enjoyment of
other property, nor significantly diminish or impair property values within the immediate
vicinity.”Staff recommended denial of the SCUP due to the vast degree of incompatibility of
land use between the land use plan and the proposed development. Further, staff felt the
proposal did not fulfill the requirement of Section 106-217, Conditions of Approval, and therefore
did not warrant development of a SCUP until deliberationby the Planning and Zoning Commission
directed otherwise.
Public Notices were mailed to fifteen(15) property owners. The City receiveda letterfrom a
resident of Spencer Landing Subdivision in opposition of the request.
_____________________________________________________________________________________
Action Required by Council:
Council may consider approval or other action on any of the following options:
1.Consider Planningand ZoningCommission recommendation to approve or alter Special
Conditional Use Permit #11-91000007 with conditions generated by staff; or
2.Remand toPlanning and Zoning Commission for furtherconsideration orrefinement of
SCUP; or
3.Reject the SCUP and remand to Planning and Zoning Commission for further
considerationof the underlying land use of the subject property.
_____________________________________________________________________________________
Approved for City Council Agenda
___________________________________________________________
Steve Gillett,Interim City ManagerDate
REQUEST FOR CITY COUNCIL AGENDA ITEM
Appropriation
Agenda Date Requested: February13, 2012
Source of Funds: NA
Requested By: Tim Tietjens
Account Number: NA
Department: Planning
NA
Amount Budgeted:
_X__Resolution: ____Ordinance:__X___
Report:
Amount Requested: NA
Budget Item: NA
Attachments:
Ordinancewith SCUP
P&Z Staff Report
Aerial Map
General Plan Overview
Land Use Plan
Public Notice Response
SUMMARY
The Planning and Zoning Commission, during its January19, 2012, meeting, held a public
hearing to receive citizen comments regarding Special Conditional Use Permit Request #11-
91000007.Billy Colemanc/o ACT Independent Turbo Services, Inc.seeksapproval of a Special
Conditional Use Permit (SCUP) for developing a 30 acreindustrial complex withaturbo
machinery repair services facility, shops, offices, and an administration building. The subject
propertyis part of a 234-acre tract owned by PPG, Ind.,and is located to the west of Bay Area
Boulevard, south of theSpencer Highwayintersection.The property is zoned Planned Unit
Development(PUD)with an underlying land use of medium to high density residential. Any
residential uses of lower density are also permitted by right in this use category.
Because the proposed development is industrial in a residential zone PUD, contrary to the intent,
goals and objectives of the Comprehensive Plan and the Land Use Plan, the Planning Department
offered the Planning and Zoning Commission the following optionsfor action prior to
determining SCUP conditions:
Denial of SCUP request,
Approval of SCUP after subsequent evaluation with conditions,
Direct staff to generate appropriate conditions,
Continue the public hearing and table the action
By a vote of 4-1, the Planning and Zoning Commission has recommended City Council consider
approval of Special Conditional Use Permit#11-91000007 with the conditions generated by staff.
In accordance with the directive of the Planning and Zoning Commission, staff has since generated
a draft Special Conditional Use Permit for Council’s consideration as attached. These conditions
have not been reviewed by the Planning and Zoning Commission;however, in the event that City
Council chooses toremand the SCUP back to the Commission, staff has scheduled this item for
possible review by the Planning and Zoning Commission at the meeting of February 16.This was
done in advancedue to the meeting schedule and only as a contingency measure if that option is
chosen.
La PorteCode of Ordinances,Section 106-217, Conditions of Approval,states that a Special
Conditional Use Permit shall be issued only if certain conditions have been found, including
“That the specific use will be compatible with and not injurious to the use and enjoyment of
other property, nor significantly diminish or impair property values within the immediate
vicinity.”Staff recommended denial of the SCUP due to the vast degree of incompatibility of
land use between the land use plan and the proposed development. Further, staff felt the
proposal did not fulfill the requirement of Section 106-217, Conditions of Approval, and therefore
did not warrant development of a SCUP until deliberationby the Planning and Zoning Commission
directed otherwise.
Public Notices were mailed to fifteen(15) property owners. The City receiveda letterfrom a
resident of Spencer Landing Subdivision in opposition of the request.
_____________________________________________________________________________________
Action Required by Council:
Council may consider approval or other action on any of the following options:
1.Consider Planningand ZoningCommission recommendation to approve or alter Special
Conditional Use Permit #11-91000007 with conditions generated by staff; or
2.Remand toPlanning and Zoning Commission for furtherconsideration orrefinement of
SCUP; or
3.Reject the SCUP and remand to Planning and Zoning Commission for further
considerationof the underlying land use of the subject property.
_____________________________________________________________________________________
Approved for City Council Agenda
___________________________________________________________
Steve Gillett,Interim City ManagerDate
ORDINANCE NO. _____________
AN ORDINANCE AMENDING THE CODE OF ORDINANCES OF THE CITY OF LA
PORTE, CHAPTER 106, MORE COMMONLY REFERRED TO AS THE ZONING
ORDINANCE OF THE CITY OF LA PORTE, BY GRANTING SPECIAL
CONDITIONAL USE PERMIT NO. 11-91000007FOR THATCERTAIN PARCEL OF
LAND HEREIN DESCRIBED,FOR THE PURPOSE OF DEVELOPINGTURBO
MACHINERY REPAIR SERVICES FACILITY AT THE SOUTHWEST CORNER OF
BAY AREA BOULEVARD AND SPENCER HIGHWAY,IN A PLANNED UNIT
DEVELOPMENT(PUD) ZONE; MAKING CERTAIN FINDINGS OF FACT RELATED
TO THE SUBJECT; CONTAINING A SEVERABILITY CLAUSE; FINDING
COMPLIANCE WITH THE OPEN MEETINGS LAW; AND PROVIDING AN
EFFECTIVE DATE HEREOF;
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE, TEXAS:
Section 1
:Chapter 106 “Zoning” of the Codeof Ordinances is hereby amended by granting
Special Conditional Use Permit #11-91000007, attached hereto as Exhibit A and incorporated by
reference for all purposes, to allow for the development of aturbo machinery repair services
facilityatthe following described property, to wit: ±40 acre tract of land, beingPT. TRS 1, 2A,
2, 4, 4A, & TR 23D, Bayport U/R, Section 1, Richard PearsallSurvey, Abstract625, La Porte,
Harris County,within aPlanned Unit Development(PUD)zoning district.
Section 2:
All ordinances or parts of ordinances inconsistent with the terms of this ordinance are
hereby repealed; provided, however, that such repeal shall be only to the extent of such
inconsistency and in all other respects this ordinance shall be cumulative of other ordinances
regulating and governing the subject matter covered by this ordinance.
Section 3
.Should any section or part of this ordinance be held unconstitutional, illegal, or
invalid, or the application to any person or circumstance for any reasons thereof ineffective or
inapplicable, such unconstitutionality, illegality, invalidity, or ineffectiveness of such section or
part shall in no way affect, impair or invalidate the remaining portions thereof; but as to such
remaining portion or portions, thesame shall be and remain in full force and effect and to this
end the provisions of this ordinance are declared to be severable.
Section 4.
The City Council officially finds, determines, recites and declares that a sufficient
written notice of the date,hour, place and subject of this meeting of the City Council is posted at
a place convenient to the public at the City Hall of the city for the time required by law
preceding this meeting, as required by Chapter 551, Tx. Gov’t Code; 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.
The City Council of the City of La Porte hereby finds that public notice was properly
mailed to all owners of all properties located within two hundred feet (200’) of the properties
under consideration.
Section6
.The City Council of the City of La Porte hereby finds, determines, and declares that
all prerequisites of law have been satisfied and hereby determines and declares that the
amendments to the City of La Porte Zoning Classification contained in this Ordinance as
amendments thereto are desirable and in furtherance of the goals and objectives stated in the City
of La Porte’s Comprehensive Plan.
Section 7.
This Ordinance shall be effective after its passage and approval.
PASSED AND APPROVED this the______ day of _________________, 2012.
CITY OF LA PORTE
By:
Louis R. Rigby, Mayor
ATTEST:
Patrice Fogarty, City Secretary
APPROVED:
Clark Askins, Assistant City Attorney
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City of La Porte
Special Conditional Use Permit #11-91000007
This permit is issued to: Billy Coleman c/o ACT Independent Turbo Services on behalf of PPG
Owner or Agent
8525 Freeland Street, Houston TX 77061
Address
For Development of: ACT Independent Turbo Services
Development Name
Bay Area Boulevard, La Porte, Harris County, Texas
Address
Legal Description: 30±acre tract out of 234 acres of land, Pt. TRS 1, 2A, 2, 4,4A, & TR
23D, Bayport U/R, Section 1, Richard Pearsall Survey, Abstract 625,
La Porte, Harris County, Texas.
Zoning: Planned Unit Development (PUD), Residential Underlying Land Use
Use: Turbo Machinery Repair Services (Shops & Admin. Bldg)
Permit Conditions:
1.This development is authorized for 30 acres of industrial land
useout of the above 234 acre parent tract including structures
for office/administration of ACT, shop, warehousinganddelivery
activityas shown on the general plan associated with this
SCUP.A further refinement of industrial activity shall be
provided by the applicant for issuance of the necessary Zoning
Permit.Any change of use shall be subject to City approval
through a SCUP amendment.
2.All crosshatched areas andareas shown without structural
improvements in the general plan shall remain as open space with turf
establishment, and any future construction or development of shall
require a separateSCUP amendment and thesubsequent
developmentof documents required for permitting said improvements.
3.The required drainageshall outfall into an on-site wet-bottom
detention facilitygenerally designed in accordance with the
general plans submitted by the applicant and the ordinances of
the City of LaPorte.
4.Construction of a median crossing shall be required to improve
access to the site and mitigate potential congestion on Bay Area Blvd.
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The applicant shall ensure that internaltruck circulation will not cause
congestion on the streets and proper signage shall be installed. The
responsibility to permit and construct the improvements is with the
applicant.
5.Storage of materials or components shall be within structures only.
Any outside storage shall be subject to City approval through a SCUP
amendment.If subsequently approved, screening shall be required in
compliance with Section 106-444 (a) of the Code of Ordinances.
6.Setbacks for paving flatwork and buildings will bein accordance with
industrial provisions of the Zoning Ordinance; Front 50’, Rear 40’, and
Sides 30’. No parking shall be permitted within these setbacks.
7.Development abutting the residential land use zoneto the south and
west shall be screened and landscaped in compliance with required
screening and landscaping provisions of the zoning ordinance of the
City. The general plan shall provide a basis for development of
landscaping plans around the detention facility and along the north
property lineabutting commercially zoned properties. All landscaping
and screening must beproperly maintained by the owner/developer.
Any missing or dead material must be replaced at the next
appropriate growing season.
8.Sound impacts along north, south, and west property lines shall be
mitigated through a combination of approved measures including but
not limited to sound walls, berms, and vegetation, to be determined.
Sound producing appurtenances or equipment outside of structures
shall be located to the side of such structure furthest away from any
property line.
9.Exterior lighting impacts shall be mitigated for adjacent properties.
“Full cut–off” type fixtures that are hooded or directed away from
adjacent properties and at a height subject to approval by the city
shall be required.
10.The subject acreage shall be subdivided in arecorded instrument of
land conveyance or subdivision plat.
11.Submit evidence of adequate utility capacity to support this
development.
12.Plan submittals for this development shall be in accordance with this
SCUP, the approved plans, policies and code of ordinances of the
City of La Porte.A site plan and building construction plansshall be
submitted prior to building permit issuance in conjunction with the
building permit applicationand shall include, but not be limited to the
following specific items:
Harris County driveway permits and Express Review Sheet.
o
Construction drawings and/or profile for on & off-site utilities.
o
All internal streets shall be constructed to the City’s standards
o
and remain private streets. A note shall be added on the plans.
Fire truck accessfire suppression requirements, and fire
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hydrant placement shall be specified on the development site
plans.
Failure to begin construction within 12 months after issuance or as scheduled under the terms
of a special conditional use permit shall void the permit as approved, except upon an extension
of time granted after application to the Planning and Zoning Commission.
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If construction is terminated after completion of any stage and there is ample evidence that further
development is not contemplated, the ordinance establishing such special conditional use permit
may be rescinded by the City Council, upon its own motion or upon the recommendation of the
Planning and Zoning Commission of the City of La Porte, and the previous zoning of the entire tract
shall be in full effect on the portion which is undeveloped.
Validation Date:
Director of PlanningCity Secretary
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ACT Independent Turbo Services
Staff Report January 19, 2012
Special Conditional Use Permit #11-91000007
Requested by
:Billy Coleman c/o ACT Independent Turbo Services, Inc., on behalf of PPG
Industries, Inc. (Property Owner)
Requested for
:Turbo Machinery Repair Services facility at the southwest corner of Bay
Area Boulevard and Spencer Highway.
Legal Description
:±40 acres, Pt. TRS 1, 2A, 2, 4, 4A, & TR 23D Bayport U/R, Section 1,
Richard Pearsall Survey, Abstract No.625, La Porte, Harris County, Texas.
Present Zoning:
Planned Unit Development (PUD)
Land Use Plan:
Mid to High Density Residential Uses
Background
:The subject property(approx. 234 acres)is owned by PPGIndustries, Inc.
The tract in questionis located near an intersection of Spencer Highway
and Bay Area Boulevard. The said property is surrounded by General
Commercial (GC) use district to the north along Spencer Highway, Bay Area
Boulevard to the east, undeveloped tracts to west and south along Bay Area
Boulevard.
The sketch plan shows that the applicant seeks to develop an industrial
complexwith threeturbo service warehouses, shops, offices, and an
administration building.Eithersides across a pipeline easement running
through the propertywill be incorporated into landscaping and
detention/retention facilities along Bay Area Boulevard. An entrance to the
proposed complex is shown along southbound Bay Area Boulevard.
Analysis
:Staff reviewed this request using the Code of Ordinances Sections 106-216,
106-217 (pertains to SCUP), all applicable elements of the La Porte
Comprehensive Plan, Development Ordinance, and Code of Ordinances
(Chapter 106) as a guide. Considerations were given to the following issues:
Character of the surrounding and adjacent properties;
Existing use of nearby properties, and the extent to which a land use
classification would be in harmony with such existing uses or the
anticipated use of the properties;
Suitability of the property for the uses to which would be permissible,
considering density, access and circulation, adequacy of public facilities
and services, and other considerations;
Extent to which the designated use of the property would harm the value
of adjacent land uses;
Special Conditional Use Permit
ACT Turbo Services
Page 2of 4
Extent to which the proposed use designation would adversely affect the
capacity or safety of that portion of road network influenced by the use;
Extent to which the proposed use designation would permit excessive
air, water or noise pollution, or other environmental harm on adjacent
land use designations; and,
The gain, if any, to the public health, safety, and welfare due to the
existence of the land use designation.
In addition, Staff reviewed the following Comprehensive Plan elements:
Land Use, Thoroughfare System, Pedestrian Connectivity, Utility
Infrastructure, Drainage, and Residential Development. The specific issues
considered are as follows:
Land Use
--Review of the City’s Land Use Plan shows the subject tract
developing as mid to high density residential uses. In review of this proposal
it is important to consider the goals, objectives and policies of the
Comprehensive Plan, Land Use Plan, any identified environmental
concerns, County and State requirements.
While the applicant doesn’t specifically list any Comprehensive Plangoals
and policies by element, growth of business is cited as expressing the ones
felt most applicable to this proposal on the Special conditional use permit
application. Most can be found within the Land Use element section of the
Comprehensive Plan. There are many other goals and policies that could be
attached to this type of proposal such as for design, economic development,
transportation, etc., all of which would describe how it fits into the public
realm while safeguarding them from competing land uses.
The proposal isinconsistent with the Land Use Plan. As the intent of the
Comprehensive Plan and Land Use Plan are to support the diversity of
housing, increase the variety of housing types and provide the opportunity
for detachedsingle-family dwelling units in the vicinity of existing
neighborhoods.
Transportation
–The adjacent roadways in the area will be adversely
affected by the proposed activity, if the proposed conditions are adhered to.
Access to the property will be provided via southboundBay Area
Boulevard. Currently, Bay Area Boulevard is not a designated truck route.
Traffic Analysis: The proposed development will be located near the
intersection of Bay Area Boulevard and Spencer Highway. In addition, Bay
Area Boulevard is not a truckroute andwill have significant impact on the
traffic movement near an intersection at Spencer Highway.
Special Conditional Use Permit
ACT Turbo Services
Page 3of 4
The site is situated near the major intersectionoff Spencer Highwaywhere
trucks are exiting a relatively short distance to access from Bay Area
Boulevard. Generally, trucks will be turning left at the intersection. Given
the two proposed driveways as shown in the sketch, the ingress and egress of
trucks from Bay Area Boulevardwould have a profound impact on the flow
of traffic en route from Spencer Highway to Fairmont Parkway.Existing
roadway has two lanes andcould result incongestion.
Utilities
–Water and Sanitary Sewer servicesareavailable to this site.A 12”
waterline is located to the east of Bay Area Boulevard. While, 42” trunk
sewer main runs north-south along west of Bay Area Boulevard. Possible
utility lines extension, bore and jack (if permitted) will be the sole
responsibility of the developer.
Drainage
–This project would add a significant amount of storm runoff due
to an increase in impervious cover (pavement, driveways). Particular
attention must be paid to the impacts of stormwater runoff effects on the
drainage corridor along Bay Area Boulevard. Also, unchecked runoff would
have a negative impact on the southbound lanes of Bay Area Boulevard near
Spencer Highway.
Suggested Conclusions/
Recommendation
:
1.The proposal does not support the provisions of the Land Use Plan
and codes.
2.The proposal is inconsistent with the Comprehensive Plan
designation and goals, objectives and policies for the property.
3.The site area is not suitable for proposed development considering
the physical characteristics of the property, including but not limited
to size, shape, location, topography, soils, slope, drainage
characteristics, an existence of ground or surface water.
4.The proposal will have a significant adverse impact on the
environment or the surrounding properties considering the design
and intensity of the proposed use.
5.In addition, public use and interests will not be served by approval of
this proposal.
Based on the above analysis, staff recommends disapproval of the Special
Conditional Use Permit #11-91000007.
Special Conditional Use Permit
ACT Turbo Services
Page 4of 4
Options available to the Commission are:
Recommend to Council denial of this SCUP.
Recommend to Council approval ofthis SCUPafter subsequent
evaluationwith conditions.
Direct staff to generate appropriate conditions for this SCUP.
Continue the public hearing at the Commission’s next regular meeting to
allow further study of this item. This results in tabling any action on this
item.
AREA MAP
PROPERTY
LOCATION
1 inch = 500 feet
REQUEST FOR CITY COUNCIL AGENDA ITEM
Agenda Date Requested: February 13, 2012Appropriation
Requested By:Stephen BarrSource of Funds: Fund 037
Department:
Parks & RecreationAccount Number:037-6063-565-60-15
Report:XResolution: Ordinance: Amount Available:$25,000
Attachments:Decibel Readings from Two ConcertsRequested:
Attachments:Citizen LetterBudgeted Item: YES NO
____________________________________________________________________________________________
SUMMARY & RECOMMENDATION
Since opening in 2010, Five Points Town Plaza has been used primarily as a passive park as well as a venue forthe
City’s concertseries and other special events. The question has arisen as to how the City should use this venue in the
future; should it be used for city-wide concerts and special events, or should it become strictly a passive park, with
occasional use for special events.Some options that can be considered by the Councilinclude:
1.Continue current utilization of Five PointsTown Plazafor concerts (approximately 5 per year) and special
eventsthroughout the year
2.Eliminate concert series and use Five PointsTown Plazaas a passive park with only special events (i.e.
Christmas in La Porte) allowed. Concert series funding goes back into the Hotel-Motel fund.
3.Continue concert series but change the venue and useFive PointsTown Plazaas a passive park with only
special events (i.e. Christmas in La Porte) allowed. Staff has spoken with Harris County and the County is
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amenable to having the July 4concert at Sylvan beach Park. City staff would be asked to assist with
cleanup after the concert, which is a task that would have been performed if the concert was held at Five
Points.
There are tentatively two upcoming concertsplanned, one for Cinco deMayo (signed contract), and the Juneteenth
concert.These were the two most attended concerts last year, with 525 attendees for the Cinco de Mayo event and
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300for the Juneteenth event. Thesigned contract for Cinco deMayo which is scheduled for Saturday, May 5, from
5 to 7pm, has a termination clause, so if Council choosesto eliminate the concert series, there would be no charge for
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cancellation. The Juneteenth concert is also scheduled for June 16from 5 to 7 pm and that contract has not been
signed.
Staff is seeking Council direction on whether to continue the concert series and if so, in what manner and which
venues.
Action Required by Council:
Discuss and providedirection regarding the futureuse of the Five Points Town Plaza.
Approved for City Council Agenda
___________________________________________________________
Steve Gillett,InterimCityManagerDate
S. Broadway
S. Broadway
REQUEST FOR CITY COUNCIL AGENDA ITEM
Budget
Agenda Date Requested:02-13-12
Source of Funds:
Requested By:Louis Rigby, Mayor
Account Number:
Department:
Amount Budgeted:
Report: XResolution:Ordinance:
Amount Requested:
Exhibits:
Budgeted Item:YESNO
Exhibits:
Exhibits
SUMMARY & RECOMMENDATION
The proposed installation of a fixed sound meter within the Bay Colony/ShadyOaks residential
area will be discussed in response to frequent noise complaints involving the adjacent Port of
Houston’s Bayport Terminal.
Action Required by Council:
Provide staff with input and direction relating to the proposed installation of a fixed sound meter
within the Bay Colony/Shady Oaks residential area.
Approved for City Council Agenda
Steve Gillett,Interim City ManagerDate
Council Agenda Item
February 13, 2012
10.Receive report on La Porte DevelopmentCorporation Board
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REQUEST FOR CITY COUNCIL AGENDA ITEM
Appropriation
Agenda Date Requested: February 13, 2012
:N.A.
Source of Funds
Julian Garza
Requested By:
Account Number:N.A.
Department: Planning
Amount Budgeted:N.A.
Report: _X__Resolution: __Ordinance: ___
Amount Requested: _N.A.
Exhibit:Drainage Report
Budgeted Item: YES NO
SUMMARY
At the request of the Drainage Committee, staff is providing an update of active projects for Council
review. The update to the drainage projects is attached asan exhibit.Staff will be present to answer any
questions that Council may have regarding the projects in the report.
_____________________________________________________________________________________________
Action Required by Council:
ReceiveDrainage Report.
_____________________________________________________________________________________________
Approved for City Council Agenda
___________________________________________________________
Steve Gillett, InterimCity ManagerDate
CITY COUNCIL DRAINAGE REPORT
February13, 2012
Contract Design and Construction
Design of Sheet Flow Relief Structure Improvements to Creekmont, Fairmont
Park West, Brookglen and Fairmont Park East.All work is complete. Consultant
is preparing as-built plans, inspections and project closeout.
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North and South 16Streets.Design in progress;plans at 95%.Plans sent to
Harris County for review and comment.
F101 Channel Improvements by HCFCD. Hydro excavation complete. Land
Dev Engineering preparing Preliminary Engineering Report.
In-House Design and Construction of City-Initiated Projects
F-216 Regional Detention Project.Construction issubstantially complete.
Battleview Area.Survey and design complete. Plans submitted for pipeline and
agency review.
East Main.Construction scheduled to start February13, 2012.
Adams Street.Pending letter of no objection from Exxon Mobile Pipeline.
Sunrise and Broadway.Installation of additional culverts by Public Works at
South Shady Lane and Baywood along Broadway in progress.
Battleground Estates and Shady River.Working with HC and HCFCD.
In-House Drainage Maintenance Activities
North Shady Lane.Working to secure easement to improve and clean existing
drainage swaleon South Shady Lane and making design modifications to North
Shady Lane.
In-Fill DrainageMaintenance.Public Works working onditch re-grading onthe
Eastside.
Council Agenda Item
February 13, 2012
12.ADMINISTRATIVE REPORTS
(a)
Planning & Zoning Meeting, Thursday, February 16, 2012, re Comp Plan
(b)
Zoning Board of Adjustment Meeting, Thursday February 23, 2012
(c)
City employee cook-off –Friday & Saturday, February 24 & 25, 2012
(d)
City Council Meeting, Monday, February 27, 2012
(e)
City Council Meeting, Monday, March 12, 2012
(f)
Drainage and Flooding Committee, Monday, March 19, 2012
(g)
Fiscal Affairs Committee Meeting, Monday, March 26, 2012
(h)
City Council Meeting, Monday, March 26, 2012
(i)
City Council Budget Retreat, Saturday, April 14, 2012
(j)
Electionfiling period –February 4, 2012 –March 5, 2012
13. COUNCIL COMMENTS
regarding matters appearing on the agenda; recognition of
community members, city employees, and upcoming events; inquiry of staff regarding
specific factual information or existing policies–Councilmembers, Engelken, Mosteit,
Clausen, Martin, Moser, Kaminski, Zemanek, Leonard and Mayor Rigby.
14.EXECUTIVE SESSION
The City Council reserves the right to meet in closed session on any agenda item should
the need arise and if applicable pursuant to authorization by Title 5, Chapter 551, of the
Texas GovernmentCode.
15. RECONVENE
into regular session and consider action, if any, on items discussed in
executive session.
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Council Agenda Item
February 13, 2012
16.ADJOURN
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