HomeMy WebLinkAbout03-24-14 Regular Meeting of La Porte City Council
LOUIS R. RIGBYDARYL LEONARD
MayorCouncilmember District 3Councilmember District 3
JOHN ZEMANEKTOMMY MOSER
Councilmember At Large ACouncilmember At Large ACouncilmember District 4Councilmember District 4
DOTTIE KAMINSKIDOTTIE KAMINSKIJAY MARTIN
Councilmember At Large BCouncilmember At Large BMayor Pro-Tem
Councilmember District 5Councilmember District 5
MIKE MOSTEIT
Councilmember District 1Councilmember District 1
MIKE CLAUSEN
Councilmember District 6Councilmember District 6
CHUCK ENGELKENCHUCK ENGELKEN
Councilmember District 2Councilmember District 2
CITY COUNCIL MEETING AGENDACITY COUNCIL MEETING AGENDA
Notice is hereby given of a Regular Meeting of the La Porte City Council to be held March 24, 2014, Notice is hereby given of a Regular Meeting of the La Porte City Council to be held
March 24, 2014,
beginning at 6:00 PM in the City Hall Council Chambers, 604 W. Fairmont Parkway, La Porte, Texas, beginning at 6:00 PM in the City Hall Council Chambers, 604 W. Fairmont Parkway, La
Porte, Texas,
for the purpose of considering the following agenda items. All agenda items are subject to action.for the purpose of considering the following agenda items. All agenda items are subject
to action.
1.CALL TO ORDERCALL TO ORDER
The invocation will be given by Brian Christen, La Porte Community Church.The invocation will be given by Brian Christen, La Porte Community Church.
2.INVOCATIONINVOCATION
The Pledge of Allegiance will be led by Councilmember Tommy Moser.The Pledge of Allegiance will be led by Councilmember Tommy Moser.
3.PLEDGE OF ALLEGIANCEPLEDGE OF ALLEGIANCE
4.PRESENTATIONS, PROCLAMATIONS, and RECOGNITIONSPRESENTATIONS, PROCLAMATIONS, and RECOGNITIONS
Proclamation Proclamation -- National Public Safety National Public Safety -- Telecommunications Week Telecommunications Week -- Mayor Rigby Mayor Rigby
(a)
Proclamation Proclamation -- La Porte Livestock Show and Rodeo Association Days La Porte Livestock Show and Rodeo Association Days -- Mayor Rigby Mayor Rigby
(b)
Proclamation Proclamation -- La Porte Special Olympics Shrimp Boil Day La Porte Special Olympics Shrimp Boil Day -- Mayor Rigby Mayor Rigby
(c)
(Limited to five minutes per person.) (Limited to five minutes per person.)
5.PUBLIC COMMENTSPUBLIC COMMENTS
6.CONSENT AGENDACONSENT AGENDA
(All consent agenda items are considered routine by City Council and will be enacted by (All consent agenda items are considered routine by City Council and will be enacted by
one motion. There will be no separate discussion of these items unless a Councilmember requests an item be one motion. There will be no separate discussion of these items unless a Councilmember
requests an item be
removed and considered separately.)removed and considered separately.)
Consider approval or other action regarding the minutes of the regular city council meeting Consider approval or other action regarding the minutes of the regular city council meeting
(a)
held on March 10, 2014 held on March 10, 2014 --P. FogartyP. Fogarty
Consider approval or other action adopting an ordinance declaring the candidates for Consider approval or other action adopting an ordinance declaring the candidates for
(b)
Councilperson At LargeCouncilperson At Large--B and CouncilpersonB and Councilperson--District 6 unopposed; declaring Dottie District 6 unopposed; declaring Dottie
Kaminski, candidate for Councilperson At LargeKaminski, candidate for Councilperson At Large--B, elected; declaring Mike Clausen, candidate B, elected; declaring Mike Clausen, candidate
for Councilpersonfor Councilperson--District 6, elected; and cancelling these two races at the May 10, 2014, District 6, elected; and cancelling these two races at the May 10, 2014,
general election general election -- P. Fogarty P. Fogarty
Consider approval or other action regarding an ordinance vacating, abandoning and closing Consider approval or other action regarding an ordinance vacating, abandoning and closing
(c)
the alley in Block 644, La Porte, the N. 17th St. Rightthe alley in Block 644, La Porte, the N. 17th St. Right--ofof--Way between Blocks 643 & 644, Way between Blocks 643 & 644,
La Porte and the W. Madison St. RightLa Porte and the W. Madison St. Right--ofof--Way from N. 16th St. to 296' West Way from N. 16th St. to 296' West -- T. Tietjens T. Tietjens
Consider approval or other action authorizing an expenditure of $40,000.00 by La Porte Consider approval or other action authorizing an expenditure of $40,000.00 by La Porte
(d)
Development Corporation for an incentive grant to Rob Johnson Interests for a new retail Development Corporation for an incentive grant to Rob Johnson Interests for a new retail
development development -- S. Livingston S. Livingston
7.AUTHORIZATIONSAUTHORIZATIONS
Consider approval or other action regarding a Bond Ordinance; authorizing the City Manager Consider approval or other action regarding a Bond Ordinance; authorizing the City Manager
(a)
to execute the Bond Purchase Agreement and receive Plan of Finance to execute the Bond Purchase Agreement and receive Plan of Finance -- M. Dolby M. Dolby
8.DISCUSSION OR OTHER ACTIONDISCUSSION OR OTHER ACTION
Discussion or other action regarding the CouncilDiscussion or other action regarding the Council--appointed committee for the Truck Study appointed committee for the Truck Study -
(a)
C. AlexanderC. Alexander
9.REPORTSREPORTS
Receive report of La Porte Development Corporation Board Receive report of La Porte Development Corporation Board -- Councilmember Engelken Councilmember Engelken
(a)
Receive Delinquent Tax Report Receive Delinquent Tax Report -- T. Leach T. Leach
(b)
10.ADMINISTRATIVE REPORTSADMINISTRATIVE REPORTS
City Council Meeting, Monday, April 14, 2014City Council Meeting, Monday, April 14, 2014
Fiscal Affairs Committee Meeting, Monday, April 28, 2014 Fiscal Affairs Committee Meeting, Monday, April 28, 2014
City Council Meeting, Monday, April 28, 2014City Council Meeting, Monday, April 28, 2014
Recognition Recognition --Councilmember Dottie Kaminski Councilmember Dottie Kaminski -- Finalist for Public Official of the YearFinalist for Public Official of the Year
regarding matters appearing on the agenda; recognition of community regarding matters appearing on the agenda; recognition of community
11.COUNCIL COMMENTSCOUNCIL COMMENTS
members, city employees, and upcoming events; inquiry of staff regarding specific factual information members, city employees, and upcoming events; inquiry of staff regarding specific
factual information
or existing policies or existing policies Councilmembers Moser, Kaminski, Zemanek, Leonard, Engelken, Mosteit, Councilmembers Moser, Kaminski, Zemanek, Leonard, Engelken, Mosteit,
Clausen, Martin and Mayor RigbyClausen, Martin and Mayor Rigby
12.ADJOURNADJOURN
The City Council reserves the right to meet in closed session on any agenda item should the need 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 arise and if applicable pursuant to authorization by Title 5, Chapter 551, of the Texas
Government
Code (the Texas open meetings laws).Code (the Texas open meetings laws).Code (the Texas open meetings laws).Code (the Texas open meetings laws).
In compliance with the Americans with Disabilities Act, the City of La Porte will provide for reasonable In 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 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 281.470.5019.24 hours prior to the meeting. Please contact Patrice Fogarty, City Secretary, at 281.470.5019.
CERTIFICATIONCERTIFICATION
I certify that a copy of the March 24, 2014, agenda of items to be considered by the City Council was posted on the City I certify that a copy of the March 24, 2014, agenda of items
to be considered by the City Council was posted on the City
Hall bulletin board on March 18, 2014 .Hall bulletin board on March 18, 2014 .
Council Agenda Item Council Agenda Item
March 24, 2014 March 24, 2014
1.CALL TO ORDERCALL TO ORDER
2.INVOCATIONINVOCATIONThe invocation will be given by Brian Christen, La Porte Community Church.The invocation will be given by Brian Christen, La Porte Community Church.
3.PLEDGE OF ALLEGIANCEPLEDGE OF ALLEGIANCEThe Pledge of Allegiance will be led by Councilmember Tommy The Pledge of Allegiance will be led by Councilmember Tommy
Moser.Moser.
4.PRESENTATIONS, PROCLAMATIONS, and RECOGNITIONSPRESENTATIONS, PROCLAMATIONS, and RECOGNITIONS
(a)Proclamation Proclamation -- National Public Safety National Public Safety -- Telecommunications Week Telecommunications Week -- Mayor Rigby Mayor Rigby
(b)Proclamation Proclamation -- La Porte Livestock Show and Rodeo Association Days La Porte Livestock Show and Rodeo Association Days -- Mayor Rigby Mayor Rigby
(c)Proclamation Proclamation -- La Porte Special Olympics Shrimp Boil Day La Porte Special Olympics Shrimp Boil Day -- Mayor Rigby Mayor Rigby
5.PUBLIC COMMENTSPUBLIC COMMENTS (Limited to five minutes per person.) (Limited to five minutes per person.)
****************************************************************** ******************************************************************
WHEREAS, emergencies can occur at anytime that require police, fire or emergency medical services; and
WHEREAS, when an emergency occurs the prompt response of police officers, firefighters and Paramedics
is critical to the protection of life and preservation of property; and
WHEREAS, the safety of our police officers, firefighters and paramedics is dependent upon the quality
and accuracy of information obtained from citizens who telephone the La Porte police fire communications center; and
WHEREAS, Public Safety Dispatchers are the first and most critical contact our citizens have with emergency services; and
WHEREAS, Public Safety Dispatchers are the single vital link for our police officers, firefighters, and
paramedics by monitoring their activities by radio, providing them information and insuring their
safety; and
WHEREAS, Public Safety Dispatchers of the La Porte Police Department have contributed substantially
to the apprehension of criminals, suppression of fires and treatment of patients; and
WHEREAS, each dispatcher has exhibited compassion, understanding and professionalism during the
performance of their job in the past year;
Now, Therefore, I, Louis R. Rigby, Mayor, along with members of the La Porte City Council, proudly proclaim April 13 through
April 19, 2014, as
-
TELECOMMUNICATIONS
In the City of La Porte, in honor of the men and women whose diligence and professionalism keep our city and citizens safe
from harm.
IN WITNESS THEREOF, I have hereto set my hand and caused the Seal of the City to be affixed hereto, this
the 24 day of March, 2014.
th
CITY OF LA PORTE
______________________________
Louis R. Rigby, Mayor
Whereas, the La Porte Livestock Show and Rodeo Association was formed as a supportive group of citizens
and parents, when the Vocational Agriculture program was added to the La Porte ISD curriculum in 1976; and
Whereas, the first La Porte FFA show was held in March of 1977 and it has continued every year since then.
These shows enable the association to provide scholarships for graduating seniors involved in FFA or 4-H,
by raising funds through the annual bar-b-que cook-off, providing as much as $30,000.00 each year to
graduating seniors for the past twenty-two years, and up to $196,000.00 a year to the La Porte FFA and 4-H
group, for show animals shown at the Houston rodeo; and
Whereas, by maintaining the facilities and equipment needed for the training and preparation for the
show and rodeo, students experience the benefits of the daily care and working with their own animals,
learning about responsibility and seeing the results of their efforts. This partnership between La Porte
ISD and the La Porte Livestock Show and Rodeo Association has been rewarding for both parties and
will continue to enrich the La Porte student body; and
Now, Therefore, I, Louis R. Rigby, Mayor, along with members of the La Porte City Council, do hereby invite
everyone to the cook-off on March 28 and 29, the livestock show April 7 through April 9, and the auction
thththth
to be held on April 10, 2014, and hereby proclaim this fun filled event as
La Porte Livestock Show and
Rodeo Association Days
IN WITNESS THEREOF, I have hereto set my hand and caused the Seal of the City to be affixed
hereto, this the 24 day of March 2014.
th
CITY OF LA PORTE
___________________________
Louis R. Rigby, Mayor
Whereas, the Red Suspenders senior group who Shrimp Boil in 2006, as a
community project, donating the proceeds to the La Porte Special Olympics athletes, have decided to step
aside and allow the Special Olympics staff, parents and participants to take the leading role and continue the
Whereas, the La Porte Special Olympics participants and Special Programs staff is very appreciative of the Red
Suspenders senior group and the dedication they have shown in supporting this great cause. Without the financial
support of the local community, businesses, and industries the Special Olympics experience would not be
possible for our athletes; and
Whereas ,the shrimp boil will be held Saturday, April 12, serving meals from 11:00 a.m. until 1:00 p.m. at the Norman L.
th
Malone Senior Center located at 1322 S. Broadway. Tickets are $10.00 each, or also available in books of 10 tickets to
share with family and friends, for $100.00 each. We invite everyone to continue to support the Special Olympics
program by purchasing tickets for the Shrimp Boil and make it possible for our athletes to compete in this fun and
worthwhile event; and
Whereas, the La Porte community and the Special Olympics athlet, to the Red
Suspenders senior group for all their hard work and support for the last eight years; and
Now, Therefore, I, Louis R. Rigby, Mayor, along with members of the La Porte City Council thank the Red Suspenders
senior group, and do hereby proclaim April 12, 2014, as
La Porte Special Olympics Shrimp Boil Day
IN WITNESS THEREOF, I have hereto set my hand and caused the Seal of the City to be affixed
hereto, this the 24 day of March 2014.
th
CITY OF LA PORTE
___________________________
Louis R. Rigby, Mayor
Council Agenda Item Council Agenda Item
March 24, 2014 March 24, 2014
6.CONSENT AGENDACONSENT AGENDA
(All consent agenda items are considered routine by City Council and will be enacted by (All consent agenda items are considered routine by City Council and will be enacted by
one motion. There will be no separate discussion of these items unless a Councilmember requests an item be one motion. There will be no separate discussion of these items unless a Councilmember
requests an item be
removed and considered separately.)removed and considered separately.)
Consider approval or other action regarding the minutes of the regular city council meeting Consider approval or other action regarding the minutes of the regular city council meeting
(a)
held on March 10, 2014 held on March 10, 2014 --P. FogartyP. Fogarty
Consider approval or other action adopting an ordinance declaring the candidates for Consider approval or other action adopting an ordinance declaring the candidates for
(b)
Councilperson At LargeCouncilperson At Large--B and CouncilpersonB and Councilperson--District 6 unopposed; declaring Dottie District 6 unopposed; declaring Dottie
Kaminski, candidate for Councilperson At LargeKaminski, candidate for Councilperson At Large--B, elected; declaring Mike Clausen, B, elected; declaring Mike Clausen,
candidate for Councilpersoncandidate for Councilperson--District 6, elected; and cancelling these two races at the May 10, District 6, elected; and cancelling these two races at the
May 10,
2014, general election 2014, general election -- P. Fogarty P. Fogarty
Consider approval or other action regarding an ordinance vacating, abandoning and closing Consider approval or other action regarding an ordinance vacating, abandoning and closing Consider
approval or other action regarding an ordinance vacating, abandoning and closing Consider approval or other action regarding an ordinance vacating, abandoning and closing
(c)(c)
the alley in Block 644, La Porte, the N. 17th St. Rightthe alley in Block 644, La Porte, the N. 17th St. Right--ofof--Way between Blocks 643 & 644, Way between Blocks 643 & 644,
La Porte and the W. Madison St. RightLa Porte and the W. Madison St. Right--ofof--Way from N. 16th St. to 296' West Way from N. 16th St. to 296' West -- T. Tietjens T. Tietjens
Consider approval or other action authorizing an expenditure of $40,000.00 by La Porte Consider approval or other action authorizing an expenditure of $40,000.00 by La Porte
(d)
Development Corporation for an incentive grant to Rob Johnson Interests for a new retail Development Corporation for an incentive grant to Rob Johnson Interests for a new retail
development development -- S. Livingston S. Livingston
****************************************************************** ******************************************************************
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 Large B
Mayor Pro Tem
MIKE MOSTEIT
Councilmember District 5
Councilmember District 1
MIKE CLAUSEN
CHUCK ENGELKEN
Councilmember District 6
Councilmember District 2
MINUTES OF THE REGULAR MEETING OF THE
CITY COUNCIL OF THE CITY OF LA PORTE
MARCH 10, 2014
Monday, March 10, 2014,
The City Council of the City of La Porte met in a regular meeting on at the City Hall
6:00 p.m
Council Chambers, 604 West Fairmont Parkway, La Porte, Texas, at . to consider the following items
of business:
1. CALL TO ORDER
Mayor Rigby called the meeting to order at 6:00 p.m. Members of Council present: Councilmembers
Engelken, Zemanek, Kaminski, Clausen, Mosteit, Moser and Martin. Absent: Councilmember Leonard.
Also present were City Secretary Patrice Fogarty, City Manager Corby Alexander, and Assistant City
Attorney Clark Askins.
2. INVOCATION
- The invocation was given by Councilmember Jay Martin.
3. PLEDGE OF ALLEGIANCE
-The Pledge of Allegiance was led by Councilmember Jay Martin.
4. PRESENATIONS, PROCLAMATION, and RECONITIONS
(a)
Proclamation Texas History Month Mayor Rigby
Mayor Rigby presented the Texas History Month proclamation to Dottie Blankenship. Ms. Blankenship
briefly shared some comments.
5.PUBLIC COMMENTS
(Limited to five minutes per person.)
There were no public comments.
6. CONSENT AGENDA
(All consent agenda items are considered routine by City Council and will be enacted by
one motion. There will be no separate discussion of these items unless a Councilmember requests an item be
removed and considered separately.)
(a)
Consider approval or other action regarding the minutes of the regular city council meeting held on
February 24, 2014, and the minutes of the town hall special meeting held on February 27, 2014 -
P. Fogarty
(b)
Consider approval or other action regarding a Resolution designating the City Manager as the
authorizing grant official and approving the grant application for Digital Forensics Examination and
Analysis equipment and training through the Criminal Justice Division, Governor's Office - K. Adcox
(c)
Consider approval or other action regarding an ordinance vacating, abandoning, and closing a 600-
square-foot tract out of the West 'D' Street right-of-way, and authorize the execution and delivery of
a deed to the adjoining landowner - T. Tietjens
14
Page of
March 10, 2014, Council Meeting Minutes
(d)
Consider approval or other action regarding RFP # 14502 Franchise Fee Audit for Telephone,
Electrical, Cable and Natural Gas - M. Dolby
(e)
Consider approval or other action awarding Bid # 14071 for Tractor/Loader Backhoe with Concrete
Breaker - D. Mick
(f)
Consider approval or other action authorizing the City Manager to enter into a Professional Service
Contract with LJA Engineering, Inc., for the design, bidding and construction phase services for the
Scotchmoss Lane Improvements with a total authorization equal to $79,500.00 - D. Mick
Councilmember Zemanek moved to approve the Consent Agenda pursuant to staff recommendations.
MOTION PASSED.
Councilmember Kaminski seconded.
Ayes: Mayor Rigby, Councilmembers Engelken, Clausen, Kaminski,
Zemanek, Mosteit, Moser and Martin
Nays: None
Abstain: Councilmember Engelken on Consent Item D
Absent: Councilmember Leonard
Prior to Council vote, Assistant City Attorney Clark Askins read the caption of the following ordinance:
Ordinance 2014-3512
: AN ORDINANCE VACATING, ABANDONING AND CLOSING A PORTION OF THE
-OF-WAY, LA PORTE, HARRIS COUNTY, TEXAS; AUTHORIZING THE
EXECUTION AND DELIVERY OF A DEED TO THE ADJOINING LANDOWNER, FINDING COMPLIANCE WITH
THE OPEN MEETINGS LAW; AND PROVIDING AN EFFECTIVE DATE HEREOF.
7. AUTHORIZATIONS
(a)
Consider approval or other action authorizing the completion of all phases of the Dispatch
Center Console/Workstation project by utilizing currently budgeted funds plus funding from the
CIP Fund Balance K. Adcox/M. Boaze
Chief of Police Ken Adcox presented a summary.
Councilmember Engelken moved to authorize the completion of all phases of the Dispatch Center
Console/Workstation project by utilizing currently budgeted funds plus funding from the CIP Fund
MOTION PASSED.
Balance. Councilmember Zemanek seconded.
Ayes: Mayor Rigby, Councilmembers Engelken, Zemanek, Moser,
Clausen, Kaminski, Mosteit and Martin
Nays: None
Absent: Councilmember Leonard
8. DISCUSSION OR OTHER ACTION
(a)
Discussion regarding the Council-appointed committee for the Truck Study C. Alexander
City Manager Corby Alexander presented a summary regarding a Council-appointed committee for a
Truck Study and recommended the committee be comprised of local residents, commercial businesses,
and the trucking industry.
24
Page of
March 10, 2014, Council Meeting Minutes
Mayor Rigby commented he would like each Councilmember to have an appointment and appoint
from the business and trucking industry as a whole.
Councilmember Zemanek questioned if all of the committee members would consist of citizens of
La Porte. Mayor Rigby responded that is a Council decision.
Councilmember Clausen asked what is the responsibility of the committee. City Manager Corby
Alexander responded it is his understanding the committee will work directly with the consultant that
will collect and analyze trucking industry information within the community. Mr. Alexander also added
the consultant will present facts and suggestions to the committee for workable solutions similar to a
focus group.
Councilmember Moser commented there needs to be a member of the committee who can advise of
the law. City Manager Corby Alexander advised that will be the responsibility of staff liaisons, which
includes someone from the Police Department, the City Attorney Office, and himself.
Mayor Rigby questioned Council how many committee members should there be from commercial
business and the trucking industry. Council agreed two committee members for both commercial
business and the trucking industry.
Mayor Rigby questioned Council if the two committee members from the trucking industry need to be
citizens of La Porte. Councilmember Engelken responded yes. Councilmember Zemanek responded
especially the ones representing business. Councilmember Mosteit commented there will be a pretty
good pool from the business side but it may be difficult from the trucking side and to consider restricting
the trucking industry appointee to have a business in La Porte. Councilmember Clausen
commented he would prefer to see someone from the trucking industry who actually drives a truck
dealing with the regulations be appointed on the committee rather than someone in charge of a trucking
union.
Councilmember Moser commented he would like the hoteliers involved on the committee, as well. This
item will appear on the next agenda, and those thereafter, until the committee is appointed.
9. REPORTS
(a)
Receive report of Fiscal Affairs Committee Councilmember Engelken
Councilmember Engelken reported the Fiscal Affairs Committee elected to extend the Franchise
Fee Audit Contract for Whitley Penn for another year, and it will be on the next agenda for Council
approval.
(b)
Receive 2013 Comprehensive Annual Financial (CAFR) Report M. Dolby
Finance Director Michael Dolby presented the 2013 Comprehensive Annual Financial Report (CAFR).
Council received the CAFR.
10. ADMINISTRATIVE REPORTS
(a)
Receive report from City Manager
La Porte Development Corporation Board Meeting, Monday, March 24, 2014
City Council Meeting, Monday, March 24, 2014
Council Budget Retreat, Saturday, April 12, 2014
City Council Meeting, Monday, April 14, 2014
Page 3 of 4
March 10, 2014, Council Meeting Minutes
City Council Meeting, Monday, April 28, 2014
City Manager Corby Alexander reminded Council of the Battleship of Texas Centennial event this
coming weekend and advised City Secretary Patrice Fogarty has tickets for Council to attend.
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 Clausen, Martin, Moser, Kaminski, Zemanek, Leonard,
Engelken, Mosteit and Mayor Rigby.
Councilmember Martin congratulated Councilmember Leonard on the birth of his new grandson;
Councilmember Zemanek congratulated Councilmember Kaminski for being the runner up finalist for
Public Official of the Year; Councilmember Mosteit thanked everyone who attended the dedication for
the Lomax Arena and staff for their work; and Mayor Rigby congratulated Councilmember Engelken for
being elected Vice Chairman of Houston-Galveston Area Council, commented is was a pleasure to
present a proclamation in honor of Texas History Month and thanked all of staff in the City Secretary
Office for preparing for the Battleship of Texas Centennial events on the upcoming Wednesday and
Saturday.
12. ADJOURN
There being no further business, Councilmember Engelken moved to adjourn the meeting at 6:42 p.m.
MOTION PASSED
Councilmember Zemanek seconded. .
_______________________________
Patrice Fogarty, City Secretary
Passed and approved on March 24, 2014.
________________________________
Mayor Louis R. Rigby
Page 4 of 4
March 10, 2014, Council Meeting Minutes
REQUEST FOR CITY COUNCIL AGENDA ITEMREQUEST FOR CITY COUNCIL AGENDA ITEM
March 24, 2014March 24, 2014AppropriationAppropriation
Agenda Date Requested:Agenda Date Requested:
General Fund General Fund
Patrice Fogarty Patrice Fogarty Source of Funds:Source of Funds:
Requested By:
00160675106004 00160675106004
City Secretary's Office City Secretary's Office Account Number:Account Number:
Department:
$10,000.00 $10,000.00
Amount Budgeted:Amount Budgeted:
Report:Resolution:Resolution:Ordinance:Ordinance:
$0.00 $0.00
Amount Requested:Amount Requested:
Other:
Budgeted Item:Budgeted Item:YESYESNONO
Attachments :Attachments :
1. Ordinance/Certification1. Ordinance/Certification
SUMMARY & RECOMMENDATIONSSUMMARY & RECOMMENDATIONS
On January 27, 2014, the City ordered a general election for May 10, 2014, for the purpose of electing a On January 27, 2014, the City ordered a general election for May 10, 2014, for
the purpose of electing a
Councilmember At Large B and Councilmembers for Districts 1 and 6. The incumbents for At Large B and Councilmember At Large B and Councilmembers for Districts 1 and 6. The incumbents
for At Large B and
District 6 filed an application for a place on the ballot. No other candidate filed for position At Large B or District 6 filed an application for a place on the ballot. No other candidate
filed for position At Large B or
Councilmember District 6 by the deadline, nor were there any declared writeCouncilmember District 6 by the deadline, nor were there any declared write--in candidates. Pursuant to Section
in candidates. Pursuant to Section
2.052 of the Texas Election Code, the City Secretary has certified these candidates as unopposed and has 2.052 of the Texas Election Code, the City Secretary has certified these candidates
as unopposed and has
attached a copy of this certification to the proposed Ordinance as Exhibit A. attached a copy of this certification to the proposed Ordinance as Exhibit A.
An ordinance declaring the candidates for At Large B and District 6 unopposed; declaring Dottie Kaminski, An ordinance declaring the candidates for At Large B and District 6 unopposed;
declaring Dottie Kaminski,
candidate for At Large B, elected; and declaring Mike Clausen, candidate for District 6, elected; and cancelling candidate for At Large B, elected; and declaring Mike Clausen, candidate
for District 6, elected; and cancelling candidate for At Large B, elected; and declaring Mike Clausen, candidate for District 6, elected; and cancelling candidate for At Large B, elected;
and declaring Mike Clausen, candidate for District 6, elected; and cancelling
the May 10, 2014, general election for At Large B and District 6 has been prepared for Council consideration. the May 10, 2014, general election for At Large B and District 6 has been
prepared for Council consideration.
The General Election for voting to election a Councilperson for District 1 for a threeThe General Election for voting to election a Councilperson for District 1 for a three--year term
shall be held. year term shall be held.
The Special Election for the reauthorization of the local sales and use tax in the City of La Porte at the rate of The Special Election for the reauthorization of the local sales and
use tax in the City of La Porte at the rate of
one-fourth of one percent to continue providing revenue for maintenance and repair of municipal streets shall be fourth of one percent to continue providing revenue for maintenance and
repair of municipal streets shall be
held.
Action Required of Council:Action Required of Council:
Consider approval or other action adopting an ordinance Consider approval or other action adopting an ordinance
declaring the candidates for Council At Large B and District 6 declaring the candidates for Council At Large B and District 6
unopposed; declaring Dottie Kaminski, candidate for At Large B, unopposed; declaring Dottie Kaminski, candidate for At Large B,
elected; declaring Mike Clausen, candidate for District 6, elected; declaring Mike Clausen, candidate for District 6,
elected; and cancelling these two races at the May 10, 2014, elected; and cancelling these two races at the May 10, 2014,
general election. general election.
Approved for City Council AgendaApproved for City Council Agenda
Corby D. Alexander, City ManagerCorby D. Alexander, City ManagerDateDate
REQUEST FOR CITY COUNCIL AGENDA ITEMREQUEST FOR CITY COUNCIL AGENDA ITEM
March 24, 2014March 24, 2014AppropriationAppropriation
Agenda Date Requested:Agenda Date Requested:
N/A N/A
Tim Tietjens Tim Tietjens Source of Funds:Source of Funds:
Requested By:
Account Number:Account Number:
Planning & Development Planning & Development
Department:
Amount Budgeted:Amount Budgeted:
Report:Resolution:Resolution:Ordinance:Ordinance:
Amount Requested:Amount Requested:
Other:
Budgeted Item:Budgeted Item:YESYESNONO
Attachments :Attachments :
1. Ordinance1. Ordinance
2. Deeds2. Deeds
3. Area Map3. Area Map
SUMMARY & RECOMMENDATIONSSUMMARY & RECOMMENDATIONS
The City has processed an application from Mr. Henry Farhat/Vanezia Properties, LLC to vacate, abandon and The City has processed an application from Mr. Henry Farhat/Vanezia Properties,
LLC to vacate, abandon and
thth
close the alley in Block 644, La Porte; the N. 17close the alley in Block 644, La Porte; the N. 17 St. Right St. Right--ofof--Way between Blocks 643 & 644, La Porte; and the Way between
Blocks 643 & 644, La Porte; and the
thththth
W. Madison St. RightW. Madison St. Right--ofof--Way from N. 16Way from N. 16 St. to the centerline of the N. 17 St. to the centerline of the N. 17 St. Right St. Right--ofof--Way (see
Area Map). Way (see Area Map).
th
Mr. Farhat desires to acquire these rightsMr. Farhat desires to acquire these rights--ofof--way to facilitate future development in the 500 block of North 16way to facilitate future
development in the 500 block of North 16
Street. Crenshaw Real Properties, the adjacent owner of Block 643, La Porte, has joined Vanezia Properties in Street. Crenshaw Real Properties, the adjacent owner of Block 643, La
Porte, has joined Vanezia Properties in
thththth
the closing request and desires to obtain the west ½ of the N. 17the closing request and desires to obtain the west ½ of the N. 17 St. Right St. Right--ofof--Way adjacent to their block. Way
adjacent to their block.
Staffs review of the closing application has determined that no public or franchised utilities exist within the subject s review of the closing application has determined that no public
or franchised utilities exist within the subject
rights-of-way to be closed. way to be closed.
In accordance with Section 62.35 of the Code of Ordinances, an independent appraisal of the subject rightIn accordance with Section 62.35 of the Code of Ordinances, an independent appraisal
of the subject right--ofof-way
has been conducted to determine fair market value. The appraisal has established a value of $2.00 per square foot has been conducted to determine fair market value. The appraisal has
established a value of $2.00 per square foot
for the 54,080 sq. feet of rightfor the 54,080 sq. feet of right--ofof--way to be closed. Total closing fees (with 25% discount by ordinance) have way to be closed. Total closing fees
(with 25% discount by ordinance) have
been calculated to be $63,120 for which payment has been received.been calculated to be $63,120 for which payment has been received.
Action Required of Council:Action Required of Council:
Consider approval or other action of an ordinance or other action vacating, abandoning, and closing the alley in Consider approval or other action of an ordinance or other action vacating,
abandoning, and closing the alley in
thth
Block 644, La Porte, the N. 17Block 644, La Porte, the N. 17 St. Right St. Right--ofof--Way between Blocks 643 & 644, La Porte and the W. Madison St. Way between Blocks 643 & 644, La
Porte and the W. Madison St.
thth
Right-of-Way from N. 16Way from N. 16 St. to 296 St. to 296west.west.
Approved for City Council AgendaApproved for City Council Agenda
Corby D. Alexander, City ManagerCorby D. Alexander, City ManagerDateDate
EXHIBIT "B" TO DEED
617616
618
TRACT 2
N. 17TH ST. R-O-W
30' x 400' = 12,000 S.F.
N "E" ST
TRACT 1
ALLEY-BLK 644
644
643
16' x 400' = 6400 S.F.
645
GALVESTON BAY
W MADISON ST
TRACT 3
W. MADISON ST. R-O-W
654653
80' x 296' = 23,680 S.F.
652
AREA MAP
617
616
618
TRACT 2
N. 17TH ST. R-O-W
60' x 400' = 24,000 S.F.
TRACT 1
ALLEY BLOCK 644, LA PORTE
16' x 400' = 6400 S.F.
644
643
645
GALVESTON BAY
TRACT 3
W. MADISON ST. R-O-W
80' x 296' = 23,680 S.F.
653
654
652
REQUEST FOR CITY COUNCIL AGENDA ITEMREQUEST FOR CITY COUNCIL AGENDA ITEM
March 24, 2014March 24, 2014AppropriationAppropriation
Agenda Date Requested:Agenda Date Requested:
N/A N/A
Scott Livingston Scott Livingston Source of Funds:Source of Funds:
Requested By:
Account Number:Account Number:
Economic Development/Tourism Economic Development/Tourism
Department:
Amount Budgeted:Amount Budgeted:
Report:Resolution:Resolution:Ordinance:Ordinance:
Amount Requested:Amount Requested:
Other:
Budgeted Item:Budgeted Item:YESYESNONO
Attachments :Attachments :
1. Public Notice1. Public Notice
2. Project Materials2. Project Materials
SUMMARY & RECOMMENDATIONSSUMMARY & RECOMMENDATIONS
Rob Johnson Interest (RJI) has been pursuing and negotiating with multiple, retail prospects to lease space in Rob Johnson Interest (RJI) has been pursuing and negotiating with multiple,
retail prospects to lease space in
Phase #1 of the new, proposed retail development. Phase #1 is planned to encompass 2.86 acres, while Phase #2 Phase #1 of the new, proposed retail development. Phase #1 is planned
to encompass 2.86 acres, while Phase #2
is planned to encompass 1.67 acres. Mr. Johnson plans to complete Phase #1 in 2014 and Phase #2 by either late is planned to encompass 1.67 acres. Mr. Johnson plans to complete Phase
#1 in 2014 and Phase #2 by either late
2014 or early 2015. In order to accommodate a larger, national retail tenant in the retail center, RJI must construct 2014 or early 2015. In order to accommodate a larger, national
retail tenant in the retail center, RJI must construct
a larger building with firewalls between the adjoining lease spaces. In order to keep the construction costs within a larger building with firewalls between the adjoining lease spaces.
In order to keep the construction costs within
limits that will still allow RJI to offer competitive and attractive lease rates to the prospective national retail tenant, limits that will still allow RJI to offer competitive and
attractive lease rates to the prospective national retail tenant,
RJI is requesting an additional incentive in the amount of RJI is requesting an additional incentive in the amount of . .
$40,000$40,000
On January 13, 2014, the 4B Board authorized staff to publish public notice of a 60On January 13, 2014, the 4B Board authorized staff to publish public notice of a 60On January 13, 2014,
the 4B Board authorized staff to publish public notice of a 60On January 13, 2014, the 4B Board authorized staff to publish public notice of a 60----day petition period and day petition
period and day petition period and day petition period and
schedule a public hearing on March 24, 2014 to discuss the incentive grant request in the amount of schedule a public hearing on March 24, 2014 to discuss the incentive grant request
in the amount of for
$40,000$40,000
Rob Johnson Interests to construct a new retail strip center and attract new retail development to the City of La Rob Johnson Interests to construct a new retail strip center and attract
new retail development to the City of La
Porte.
Per the Boards direction on 13 January 2014, staff scheduled a public hearing to discuss thiss direction on 13 January 2014, staff scheduled a public hearing to discuss this
incentive grant request on 24 March 2014, which satisfied the 60incentive grant request on 24 March 2014, which satisfied the 60--day petition period. Noday petition period. No
qualified petition has been received. This project will require that Rob Johnson enter into aqualified petition has been received. This project will require that Rob Johnson enter
into a
performance agreement with the La Porte Development Corporation, the terms of which wouldperformance agreement with the La Porte Development Corporation, the terms of which would
establish minimum thresholds for key performance indicators such as receipt of a certificate of occupancy, a establish minimum thresholds for key performance indicators such as receipt
of a certificate of occupancy, a
minimum capital investment, and a minimum rate of lease occupancy. All parties involved will have the minimum capital investment, and a minimum rate of lease occupancy. All parties
involved will have the
opportunity to provide input on the performance agreement before it is completed.opportunity to provide input on the performance agreement before it is completed.
The subject property of both Phases #1 and #2 is on the tax rolls for $700,000, which yields approximately $4,970 The subject property of both Phases #1 and #2 is on the tax rolls
for $700,000, which yields approximately $4,970
(at $0.71/$100 of assessed value) annually in taxes to the City of La Porte. Once development has been (at $0.71/$100 of assessed value) annually in taxes to the City of La Porte. Once
development has been
completed on both phases, the estimated taxable value of the new development will be $6,000,000 to $8,000,000. completed on both phases, the estimated taxable value of the new development
will be $6,000,000 to $8,000,000.
Excluding sales tax revenue, the estimated annual taxes would be $42,600 to $56,800. Taking an average of the Excluding sales tax revenue, the estimated annual taxes would be $42,600
to $56,800. Taking an average of the
two, if the estimated taxable value were to be $7,000,000, the annual taxes would be $49,700. Therefore, the two, if the estimated taxable value were to be $7,000,000, the annual taxes
would be $49,700. Therefore, the
estimated annual increase in taxes upon completion of the multiestimated annual increase in taxes upon completion of the multi--phase project is phase project is . Assuming a total
. Assuming a total
$44,730$44,730
incentive grant of incentive grant of ($66,000 that has already been approved and development agreement signed plus ($66,000 that has already been approved and development agreement
signed plus
$106,000$106,000
$40,000 requested here) and new annual taxes ($49,700 $40,000 requested here) and new annual taxes ($49,700 -- $4,970) of $4,970) of , the break, the break--even point would be even
point would be
$44,730$44,7302
and. .
years 4 months 4 months
Action Required of Council:Action Required of Council:
Consider approval or other action designating a $40,000 economic development incentive to Rob Johnson Interests Consider approval or other action designating a $40,000 economic development
incentive to Rob Johnson Interests
for a new retail development as a project of the La Porte Development Corporation Board.for a new retail development as a project of the La Porte Development Corporation Board.
Approved for City Council AgendaApproved for City Council Agenda
Corby D. Alexander, City ManagerCorby D. Alexander, City ManagerCorby D. Alexander, City ManagerCorby D. Alexander, City ManagerDateDateDateDate
Project Rob Johnson’sFACTS AND FIGURES
Assumptions:
$6 - 8 million
Total estimated, taxable value of both Phases #1 and 2:
August 2014
Phase #1 will be substantially complete by .
2015
Phase #2 will begin by early .
Current Property Value and Taxes
$700,000
Current, taxable property value (based upon HCAD valuation):
Total annual taxes currently paid to the City of La Porteat $0.71 per $100 of assessed
$4,970
taxable value:
Real, Business Personal Property Tax to be Received Annually:
Totaltaxes to be paid tothe City of La Porte upon completion of both Phases #1 and 2 of
$49,700 *
the project,and an estimatedtotal taxable value of $7,000,000:
Break-Even Point:
$106,000$44,730
Assuming a total incentive grant of and new annual taxes of , the
2 years and 4 months
break-even point would be .
st
) Incentive: $ 66,000
Value of the First (1
Current, Additional Incentive Request: $ 40,000
Total Incentive to the Project: $106,000
+
Break-Even Point: 2.37 years *
*
This sum does not consider the amount of new sales tax that the whole project will generate.
+
$106,000/($49,700-$4,970) = 2.37 years, or 2 years and 4 months
REQUEST FOR CITY COUNCIL AGENDA ITEMREQUEST FOR CITY COUNCIL AGENDA ITEM
March 24, 2014March 24, 2014AppropriationAppropriation
Agenda Date Requested:Agenda Date Requested:
Source of Funds:Source of Funds:
M. Dolby M. Dolby
Requested By:
Account Number:Account Number:
Finance Finance
Department:
Amount Budgeted:Amount Budgeted:
Report:Resolution:Resolution:Ordinance:Ordinance:
Amount Requested:Amount Requested:
Other:N/A N/A
Budgeted Item:Budgeted Item:YESYESNONO
Attachments :Attachments :
1. Plan of Finance1. Plan of Finance
2. La Porte Refunding2. La Porte Refunding
3. La Porte Combined3. La Porte Combined
4. Bond Ordinance4. Bond Ordinance
5. City of La Porte Purchase Agreement5. City of La Porte Purchase Agreement
SUMMARY & RECOMMENDATIONSSUMMARY & RECOMMENDATIONS
At this time, staff would like to issue refunding bonds on several series that are callable in the near future. At this time, staff would like to issue refunding bonds on several series
that are callable in the near future.
Refunding the CityRefunding the Citys debt during the current market conditions will yield the city a significant amount of savings. s debt during the current market conditions will
yield the city a significant amount of savings.
The Citys financial advisors RBC Capital Markets performed an analysis of the outstanding debt to identify s financial advisors RBC Capital Markets performed an analysis of the outstanding
debt to identify
refinancing opportunities on several issues that are callable. . The estimated savings is $514,000 dollars.refinancing opportunities on several issues that are callable. . The estimated
savings is $514,000 dollars.
The bond market for refunding is time sensitive and interest rate sensitive; therefore, staff would like to utilize the The bond market for refunding is time sensitive and interest rate
sensitive; therefore, staff would like to utilize the
best method available for selling the debt. Staff recommends that the City use the negotiated sales method, which best method available for selling the debt. Staff recommends that
the City use the negotiated sales method, which
allows us to enter the market during favorable conditions. La Porte has utilized this method in the past and it has allows us to enter the market during favorable conditions. La Porte
has utilized this method in the past and it has allows us to enter the market during favorable conditions. La Porte has utilized this method in the past and it has allows us to enter
the market during favorable conditions. La Porte has utilized this method in the past and it has
provided our city with favorable outcomes. Staff is recommending using Costal Securities (our previous provided our city with favorable outcomes. Staff is recommending using Costal
Securities (our previous
underwriter) and Bank of Oklahoma Securities Corporation, with Costal being the lead underwriter.underwriter) and Bank of Oklahoma Securities Corporation, with Costal being the lead
underwriter.
The Citys Financial Advisors and Bond Attorneys are present this evening to answer any questions. s Financial Advisors and Bond Attorneys are present this evening to answer any questions.
Action Required of Council:Action Required of Council:
, Consider approval or other action of Bond ordinance,, Consider approval or other action of Bond ordinance,
2. Consider approval or other action authorizing the City Manager to execute the Bond Purchase Agreement,2. Consider approval or other action authorizing the City Manager to execute
the Bond Purchase Agreement,
3. Receive Plan of Finance3. Receive Plan of Finance
Approved for City Council AgendaApproved for City Council Agenda
Corby D. Alexander, City ManagerCorby D. Alexander, City ManagerDateDate
Robert V. Henderson
Managing Director,
Phone: (210) 805-1118
Facsimile: (210) 805-1119
robert.henderson@rbccm.com
CLP,T
ITY OF A ORTE EXAS
PPF
RELIMINARY LAN OF INANCE
D:M17,2014
ATED ARCH
I:
NTRODUCTION
In conjunction with a review of Capital Improvement needs of the City by the City Manager, RBC Capital
to determine debt capacity within the historical I & S
tax rate parameters and the existing Utility System rate structure. Additionally, as a function of a wide array of
events, tax-exempt interest rates altered course about two weeks ago and began a renewed downward trend.
This has provided the City with the additional opportunity to structure a refunding to manage foreseeable debt
capacity with minimal impact on anticipated savings. This Preliminary Plan of Finance is designed to address
both of those issues.
Until fiscal year ending September 30, 2013, the City had maintained a fairly consistent I & S (debt) tax rate of
10.5 cents. In order to drawdown a surplus of accumulated I &S fund balances and provide a one-time boost to
General Fund operations, this tax rate was temporarily reduced and is currently 9.6 cents. This analysis assumes
the City returns to the historical debt tax rate of 10.5 cents.
FB:
INANCIAL ACKGROUND
The City of La Porte currently has ten ad valorem property tax secured debt obligations outstanding as follows:
Issue: Original Amount: Currently Outstanding:
Limited Tax Bonds, Series 2002 $5,400,000 $1,080,000
Certificates of Obligation, Series 2004 7,000,000 1,030,000
Certificates of Obligation, Series 2005 1,800,000 565,000
General Obligation Bonds, Series 2005 7,675,000 2,440,000
Public Property Finance COs Series 2006 2,625,000 525,000
Certificates of Obligation, Series 2006 5,765,000 4,065,000
General Obligation Bonds, Series 2006 1,200,000 850,000
Certificates of Obligation, Series 2007 8,075,000 6,665,000
Certificates of Obligation, Series 2010 6,265,000 5,260,000
General Obligation Ref. Bonds, Series 2010 4,295,000 3,145,000
General Obligation Ref. Bonds, Series 2012 9,435,000 9,285,000
The outstanding debt issues bear interest at rates ranging from 1.1% to 5.0% 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 2005, the General Obligation Bonds, Series 2005, Certificates of Obligation,
Series 2006, the General Obligation Bonds, Series 2006 and the Certificates of Obligation, Series 2007 bear
interest at rates ranging from 3.65% to 5.00%. These debt issues, given their respective call dates (the dates at
303 Pearl Parkway, Suite 220 (210) 805-1118 RBC Capital Markets
San Antonio, TX 78215 Member NYSE/SIPC
City of La Porte, Texas
March 17, 2014
Page 2
which they can be repaid with no penalties) can be refunded at a currently projected gross dollar savings of
approximately $578,000 or a net present value savings of approximately $514,000 or 5.61%.
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 the most 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 Citycurrent underlying bond ratings are AA by , AA2 by and 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.
TS:
HE TRUCTURE
Unlike the structure proposed in the previous refundings which were level debt service savings over the existing
life of the debt (which has a final maturity of 2025); in this instance, we are suggesting a structure that brings
forward a significant amount of debt to maintain the historical debt rate of 10.5 cents in 2015 and concentrates
the savings to reduce debt service in the peak years of 2017-2020. Following 2020, the debt service is
approximately the same as prior to the refunding. This is done to enhance debt capacity for new projects.
DC:
EBT APACITY
Debt capacity, as driven by the Interest and Sinking Fund tax levy, is a function of three primary variables. The
first is the level of the tax base or the net Taxable Assessed Valuation (TAV); the higher the tax base (and the
growth assumptions), the higher the capacity. The second is rapidity of the payoff of existing debt; the faster
you pay off debt, the higher the debt capacity. And finally, the level of the I & S or debt tax rate; the higher the
tax rate, the higher the debt capacity. Since the initial debt capacity study, the TAV has grown faster than
expected and gives us comfort to raise growth assumptions in the intermediate term. This refunding
opportunity, structured to pay off debt sooner than originally expected and to reduce the peak in debt service
also adds to debt capacity. The debt rate assumption is maintained at the historical level of 10.5 cents. The
attached spreadsheet depicts currently projected level of debt capacity at $20.4 million between 2015 and 2020.
Due primarily to the payoff of existing debt, the capacity will increase dramatically again in 2025.
Debt capacity, as driven by the Utility System, is also a function of three primary (albeit different) variables.
These include the number of customers in the system (and the growth assumptions related thereto), the rapidity
SRD:
ELLING THE EFUNDING 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 methods involve sales to the
general pubic and would require obtaining bond ratings, preparing public offering documents and engaging
underwriters. The private placement method 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 with a bond purchase agreement between the winning bidder and the City
reflecting those terms.
303 Pearl Parkway, Suite 220 (210) 805-1118 RBC Capital Markets
San Antonio, TX 78215 Member NYSE/SIPC
City of La Porte, Texas
March 17, 2014
Page 3
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 BOSC, Inc. and has
indicated a desire to utilize those firms with Coastal Securities as the lead underwriter. We concur with that
decision. It is also our recommendation, in order to minimize costs of issuance, that the City once again only
utilize one rating agency. In the previous two refundings, each of which were under $10.0 million in par, the
T:
IMING
General Obligation Refunding Bonds do not require any special notices or public hearings. There are two
methods for handling council 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. The second method has become popular in the past
3-, 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 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, the
maximum 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. Given the timing of document preparation, rating agency availability and City
Council meetings, we believe and expect the traditional method will work and it is our expectation to use that
method. Should unforeseen circumstances arise, we may reconsider the parameters resolution method.
The attached timetable of events reflects this recommendation with the expectation that the complete ordinance
would be adopted on March 24, 2014.
S:
UMMARY
Interest rates are at very attractive level and give the City the opportunity to lock in substantial savings without
incurring interest rate risk. We recommend that the City not only move forward with the refunding but, given
the projected capital improvement projects, utilize the proposed structure to accommodate a potential new
money debt issuance in 2015.
303 Pearl Parkway, Suite 220 (210) 805-1118 RBC Capital Markets
San Antonio, TX 78215 Member NYSE/SIPC
SUMMARY OF REFUNDING RESULTS
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Dated Date04/01/2014
Delivery Date04/01/2014
Arbitrage yield1.955808%
Escrow yield0.291264%
Bond Par Amount9,215,000.00
True Interest Cost2.130904%
Net Interest Cost2.240325%
All-In TIC2.296858%
Average Coupon3.324362%
Average Life6.363
Par amount of refunded bonds9,160,000.00
Average coupon of refunded bonds4.267597%
Average life of refunded bonds6.562
PV of prior debt to 04/01/2014 @ 1.955808%10,464,404.06
Net PV Savings513,852.02
Percentage savings of refunded bonds5.609738%
Mar 10, 2014 11:41 am Page 1
BOND SUMMARY STATISTICS
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Dated Date04/01/2014
Delivery Date04/01/2014
First Coupon09/15/2014
Last Maturity03/15/2025
Arbitrage Yield1.955808%
True Interest Cost (TIC)2.130904%
Net Interest Cost (NIC)2.240325%
All-In TIC2.296858%
Average Coupon3.324362%
Average Life (years)6.363
Duration of Issue (years)5.817
Par Amount9,215,000.00
Bond Proceeds9,915,107.60
Total Interest1,949,171.11
Net Interest1,313,568.51
Bond Years from Dated Date58,632,944.44
Bond Years from Delivery Date58,632,944.44
Total Debt Service11,164,171.11
Maximum Annual Debt Service1,577,150.00
Average Annual Debt Service1,019,041.99
Underwriter's Fees (per $1000)
Average Takedown
Other Fee7.000000
Total Underwriter's Discount7.000000
Bid Price106.897478
ParAverageAverage
Bond ComponentValuePriceCouponLife
Serial9,215,000.00107.5973.324%6.363
9,215,000.006.363
All-InArbitrage
TICTICYield
Par Value9,215,000.009,215,000.009,215,000.00
+ Accrued Interest
+ Premium (Discount)700,107.60700,107.60700,107.60
- Underwriter's Discount-64,505.00-64,505.00
- Cost of Issuance Expense-93,500.00
- Other Amounts
Target Value9,850,602.609,757,102.609,915,107.60
Target Date04/01/201404/01/201404/01/2014
Yield2.130904%2.296858%1.955808%
Mar 10, 2014 11:41 am Page 2
SAVINGS
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Present Value
PriorRefundingto 04/01/2014
DateDebt ServiceDebt ServiceSavings@ 1.9558078%
09/30/2014195,078.13192,396.112,682.012,658.34
09/30/2015390,156.25907,000.00-516,843.75-507,912.07
09/30/2016728,860.00532,950.00195,910.00188,046.73
09/30/2017994,873.75631,500.00363,373.75342,606.26
09/30/20181,442,215.001,099,200.00343,015.00317,299.58
09/30/20191,613,327.501,466,900.00146,427.50132,760.83
09/30/20201,613,674.381,577,150.0036,524.3832,411.34
09/30/20211,049,482.501,047,575.001,907.501,593.99
09/30/20221,056,465.001,054,900.001,565.001,315.18
09/30/20231,046,610.001,046,500.00110.0075.67
09/30/20241,049,958.751,047,100.002,858.752,348.79
09/30/2025561,801.25561,000.00801.25647.39
11,742,502.5011,164,171.11578,331.39513,852.02
Savings Summary
PV of savings from cash flow513,852.02
Net PV Savings513,852.02
Mar 10, 2014 11:41 am Page 3
SOURCES AND USES OF FUNDS
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Dated Date04/01/2014
Delivery Date04/01/2014
Sources:
Bond Proceeds:
Par Amount9,215,000.00
Premium700,107.60
9,915,107.60
Uses:
Refunding Escrow Deposits:
Cash Deposit706,232.36
SLGS Purchases9,049,400.00
9,755,632.36
Delivery Date Expenses:
Cost of Issuance93,500.00
Underwriter's Discount64,505.00
158,005.00
Other Uses of Funds:
Additional Proceeds1,470.24
9,915,107.60
Mar 10, 2014 11:41 am Page 4
BOND DEBT SERVICE
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Period
EndingPrincipalCouponInterestDebt Service
09/30/201465,0002.000%127,396.11192,396.11
09/30/2015635,0002.000%272,000.00907,000.00
09/30/2016270,0002.000%262,950.00532,950.00
09/30/2017375,0002.000%256,500.00631,500.00
09/30/2018855,0002.000%244,200.001,099,200.00
09/30/20191,250,0003.000%216,900.001,466,900.00
09/30/20201,400,0003.000%177,150.001,577,150.00
09/30/2021905,0003.000%142,575.001,047,575.00
09/30/2022940,0003.000%114,900.001,054,900.00
09/30/2023965,0004.000%81,500.001,046,500.00
09/30/20241,005,0004.000%42,100.001,047,100.00
09/30/2025550,0004.000%11,000.00561,000.00
9,215,0001,949,171.1111,164,171.11
Mar 10, 2014 11:41 am Page 6
BOND DEBT SERVICE
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
PeriodAnnual
EndingPrincipalCouponInterestDebt ServiceDebt Service
09/15/201465,0002.000%127,396.11192,396.11
09/30/2014192,396.11
03/15/2015635,0002.000%139,175.00774,175.00
09/15/2015132,825.00132,825.00
09/30/2015907,000.00
03/15/2016270,0002.000%132,825.00402,825.00
09/15/2016130,125.00130,125.00
09/30/2016532,950.00
03/15/2017375,0002.000%130,125.00505,125.00
09/15/2017126,375.00126,375.00
09/30/2017631,500.00
03/15/2018855,0002.000%126,375.00981,375.00
09/15/2018117,825.00117,825.00
09/30/20181,099,200.00
03/15/20191,250,0003.000%117,825.001,367,825.00
09/15/201999,075.0099,075.00
09/30/20191,466,900.00
03/15/20201,400,0003.000%99,075.001,499,075.00
09/15/202078,075.0078,075.00
09/30/20201,577,150.00
03/15/2021905,0003.000%78,075.00983,075.00
09/15/202164,500.0064,500.00
09/30/20211,047,575.00
03/15/2022940,0003.000%64,500.001,004,500.00
09/15/202250,400.0050,400.00
09/30/20221,054,900.00
03/15/2023965,0004.000%50,400.001,015,400.00
09/15/202331,100.0031,100.00
09/30/20231,046,500.00
03/15/20241,005,0004.000%31,100.001,036,100.00
09/15/202411,000.0011,000.00
09/30/20241,047,100.00
03/15/2025550,0004.000%11,000.00561,000.00
09/30/2025561,000.00
9,215,0001,949,171.1111,164,171.1111,164,171.11
Mar 10, 2014 11:41 am Page 7
UNDERWRITER'S DISCOUNT
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Underwriter's Discount$/1000Amount
Other Underwriter's Discount7.0064,505.00
7.0064,505.00
Mar 10, 2014 11:41 am Page 8
ESCROW DESCRIPTIONS
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Type ofType ofMaturityFirst IntParMax
SecuritySLGSDatePmt DateAmountRateRate
Apr 1, 2014:
SLGSCertificate09/15/201409/15/2014172,2430.040%0.040%
SLGSCertificate03/15/201503/15/20152,304,3050.090%0.090%
SLGSNote09/15/201509/15/2014126,3690.180%0.180%
SLGSNote03/15/201609/15/20146,446,4830.330%0.330%
9,049,400
SLGS Summary
SLGS Rates File24JAN14
Total Certificates of Indebtedness2,476,548.00
Total Notes6,572,852.00
Total original SLGS9,049,400.00
Mar 10, 2014 11:41 am Page 9
ESCROW COST
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Type ofMaturityParTotal
SecurityDateAmountRateCost
SLGS09/15/2014172,2430.040%172,243.00
SLGS03/15/20152,304,3050.090%2,304,305.00
SLGS09/15/2015126,3690.180%126,369.00
SLGS03/15/20166,446,4830.330%6,446,483.00
9,049,4009,049,400.00
PurchaseCost ofCashTotal
DateSecuritiesDepositEscrow CostYield
04/01/20149,049,400706,232.369,755,632.360.291264%
9,049,400706,232.369,755,632.36
Mar 10, 2014 11:41 am Page 10
ESCROW SUFFICIENCY
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Prior Debt-Current (PRI_CURR)
EscrowNet EscrowExcessExcess
DateRequirementReceiptsReceiptsBalance
09/30/2014706,232.15706,232.15
706,232.15706,232.150.00
Mar 10, 2014 11:41 am Page 11
ESCROW SUFFICIENCY
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Prior Debt-Advanced (PRI_ADV)
EscrowNet EscrowExcessExcess
DateRequirementReceiptsReceiptsBalance
09/30/2014182,031.88182,031.910.040.04
09/30/20152,454,151.882,454,152.140.270.30
09/30/20166,457,120.006,457,119.70-0.300.00
9,093,303.759,093,303.750.00
Mar 10, 2014 11:41 am Page 12
ESCROW CASH FLOW
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Present Value
Net Escrowto 04/01/2014
DatePrincipalInterestReceipts@ 0.2912645%
09/15/2014172,243.009,788.70182,031.70181,790.50
03/15/20152,304,305.0012,727.712,317,032.712,310,597.60
09/15/2015126,369.0010,750.43137,119.43136,539.76
03/15/20166,446,483.0010,636.706,457,119.706,420,472.13
9,049,400.0043,903.549,093,303.549,049,400.00
Escrow Cost Summary
Purchase date04/01/2014
Purchase cost of securities9,049,400.00
Target for yield calculation9,049,400.00
Mar 10, 2014 11:41 am Page 13
SUMMARY OF BONDS REFUNDED
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
MaturityInterestParCallCall
BondDateRateAmountDatePrice
Ltd Tax Bds Ser 2002, 2002_1:
SERIAL03/15/20174.400%270,000.0003/15/2015100.000
03/15/20184.500%270,000.0003/15/2015100.000
540,000.00
C/O Ser 2004, 2004_1:
SERIAL03/15/20163.650%345,000.0004/02/2014100.000
03/15/20173.750%360,000.0004/02/2014100.000
705,000.00
C/O Ser 2005, 2005_1:
TERM2003/15/20184.125%95,000.0003/15/2015100.000
03/15/20194.125%100,000.0003/15/2015100.000
03/15/20204.125%105,000.0003/15/2015100.000
300,000.00
GO Bds Ser 2005, 2005_2:
SERIAL03/15/20184.125%415,000.0003/15/2015100.000
TERM2003/15/20194.125%430,000.0003/15/2015100.000
03/15/20204.125%450,000.0003/15/2015100.000
1,295,000.00
C/O Ser 2006, 2006_2:
TERM1803/15/20185.000%335,000.0003/15/2016100.000
TERM2003/15/20195.000%350,000.0003/15/2016100.000
03/15/20205.000%370,000.0003/15/2016100.000
SERIAL03/15/20214.100%385,000.0003/15/2016100.000
03/15/20224.150%405,000.0003/15/2016100.000
03/15/20234.200%420,000.0003/15/2016100.000
03/15/20244.250%440,000.0003/15/2016100.000
03/15/20254.300%455,000.0003/15/2016100.000
3,160,000.00
GO Bds Ser 2006, 2006_3:
TERM2103/15/20194.100%75,000.0003/15/2016100.000
03/15/20204.100%75,000.0003/15/2016100.000
03/15/20214.100%80,000.0003/15/2016100.000
TERM2503/15/20224.250%85,000.0003/15/2016100.000
03/15/20234.250%85,000.0003/15/2016100.000
03/15/20244.250%90,000.0003/15/2016100.000
03/15/20254.250%95,000.0003/15/2016100.000
585,000.00
C/O Ser 2007, 2007_1:
SERIAL03/15/20194.000%385,000.0003/15/2016100.000
03/15/20204.250%400,000.0003/15/2016100.000
03/15/20214.250%420,000.0003/15/2016100.000
03/15/20224.250%440,000.0003/15/2016100.000
03/15/20234.250%455,000.0003/15/2016100.000
03/15/20244.250%475,000.0003/15/2016100.000
2,575,000.00
9,160,000.00
Mar 10, 2014 11:41 am Page 14
PRIOR BOND DEBT SERVICE
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Period
EndingPrincipalCouponInterestDebt Service
09/30/2014195,078.13195,078.13
09/30/2015390,156.25390,156.25
09/30/2016345,0003.650%383,860.00728,860.00
09/30/2017630,000** %364,873.75994,873.75
09/30/20181,115,000** %327,215.001,442,215.00
09/30/20191,340,000** %273,327.501,613,327.50
09/30/20201,400,000** %213,674.381,613,674.38
09/30/2021885,000** %164,482.501,049,482.50
09/30/2022930,000** %126,465.001,056,465.00
09/30/2023960,000** %86,610.001,046,610.00
09/30/20241,005,0004.250%44,958.751,049,958.75
09/30/2025550,000** %11,801.25561,801.25
9,160,0002,582,502.5011,742,502.50
Mar 10, 2014 11:41 am Page 15
ESCROW STATISTICS
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
ModifiedYield toYield toPerfectValue of
TotalDurationReceiptDisbursementEscrowNegativeCost of
Escrow Cost(years)DateDateCostArbitrageDead Time
Global Proceeds Escrow:
9,755,632.361.6600.291264%0.291264%9,510,219.93245,374.2338.20
9,755,632.369,510,219.93245,374.2338.20
Delivery date04/01/2014
Arbitrage yield1.955808%
Mar 10, 2014 11:41 am Page 16
FORM 8038 STATISTICS
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Dated Date04/01/2014
Delivery Date04/01/2014
Redemption
Bond ComponentDatePrincipalCouponPriceIssue Priceat Maturity
Serial:
09/15/201465,000.002.000%100.79165,514.1565,000.00
03/15/2015635,000.002.000%101.562644,918.70635,000.00
03/15/2016270,000.002.000%102.796277,549.20270,000.00
03/15/2017375,000.002.000%103.468388,005.00375,000.00
03/15/2018855,000.002.000%103.631886,045.05855,000.00
03/15/20191,250,000.003.000%108.0821,351,025.001,250,000.00
03/15/20201,400,000.003.000%108.1581,514,212.001,400,000.00
03/15/2021905,000.003.000%107.405972,015.25905,000.00
03/15/2022940,000.003.000%106.109997,424.60940,000.00
03/15/2023965,000.004.000%112.7371,087,912.05965,000.00
03/15/20241,005,000.004.000%111.8821,124,414.101,005,000.00
03/15/2025550,000.004.000%110.195606,072.50550,000.00
9,215,000.009,915,107.609,215,000.00
StatedWeighted
MaturityInterestIssueRedemptionAverage
DateRatePriceat MaturityMaturityYield
Final Maturity03/15/20254.000%606,072.50550,000.00
Entire Issue9,915,107.609,215,000.006.43731.9558%
Proceeds used for accrued interest0.00
Proceeds used for bond issuance costs (including underwriters' discount)158,005.00
Proceeds used for credit enhancement0.00
Proceeds allocated to reasonably required reserve or replacement fund0.00
Proceeds used to currently refund prior issues706,232.15
Proceeds used to advance refund prior issues9,049,400.21
Remaining weighted average maturity of the bonds to be currently refunded2.4662
Remaining weighted average maturity of the bonds to be advance refunded6.9035
Mar 10, 2014 11:41 am Page 17
FORM 8038 STATISTICS
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Refunded Bonds
Bond
ComponentDatePrincipalCouponPriceIssue Price
Ltd Tax Bds Ser 2002:
SERIAL03/15/2017270,000.004.400%100.000270,000.00
SERIAL03/15/2018270,000.004.500%100.000270,000.00
540,000.00540,000.00
C/O Ser 2004:
SERIAL03/15/2016345,000.003.650%100.000345,000.00
SERIAL03/15/2017360,000.003.750%100.000360,000.00
705,000.00705,000.00
C/O Ser 2005:
TERM2003/15/201895,000.004.125%100.00095,000.00
TERM2003/15/2019100,000.004.125%100.000100,000.00
TERM2003/15/2020105,000.004.125%100.000105,000.00
300,000.00300,000.00
GO Bds Ser 2005:
SERIAL03/15/2018415,000.004.125%100.000415,000.00
TERM2003/15/2019430,000.004.125%100.000430,000.00
TERM2003/15/2020450,000.004.125%100.000450,000.00
1,295,000.001,295,000.00
C/O Ser 2006:
SERIAL03/15/2021385,000.004.100%100.000385,000.00
SERIAL03/15/2022405,000.004.150%100.000405,000.00
SERIAL03/15/2023420,000.004.200%100.000420,000.00
SERIAL03/15/2024440,000.004.250%100.000440,000.00
SERIAL03/15/2025455,000.004.300%100.000455,000.00
TERM1803/15/2018335,000.005.000%100.000335,000.00
TERM2003/15/2019350,000.005.000%100.000350,000.00
TERM2003/15/2020370,000.005.000%100.000370,000.00
3,160,000.003,160,000.00
GO Bds Ser 2006:
TERM2103/15/201975,000.004.100%100.00075,000.00
TERM2103/15/202075,000.004.100%100.00075,000.00
TERM2103/15/202180,000.004.100%100.00080,000.00
TERM2503/15/202285,000.004.250%100.00085,000.00
TERM2503/15/202385,000.004.250%100.00085,000.00
TERM2503/15/202490,000.004.250%100.00090,000.00
TERM2503/15/202595,000.004.250%100.00095,000.00
585,000.00585,000.00
C/O Ser 2007:
SERIAL03/15/2019385,000.004.000%100.000385,000.00
SERIAL03/15/2020400,000.004.250%100.000400,000.00
Mar 10, 2014 11:41 am Page 18
FORM 8038 STATISTICS
La Porte, City of (General Obligation Debt)
2014 Refunding-Large
Refunded Bonds
Bond
ComponentDatePrincipalCouponPriceIssue Price
C/O Ser 2007:
SERIAL03/15/2021420,000.004.250%100.000420,000.00
SERIAL03/15/2022440,000.004.250%100.000440,000.00
SERIAL03/15/2023455,000.004.250%100.000455,000.00
SERIAL03/15/2024475,000.004.250%100.000475,000.00
2,575,000.002,575,000.00
9,160,000.009,160,000.00
Remaining
LastWeighted
CallIssueAverage
DateDateMaturity
Ltd Tax Bds Ser 200203/15/201509/15/20113.4556
C/O Ser 200404/02/201409/15/20112.4662
C/O Ser 200503/15/201509/15/20114.9889
GO Bds Ser 200503/15/201509/15/20114.9826
C/O Ser 200603/15/201609/15/20117.6866
GO Bds Ser 200603/15/201609/15/20118.1179
C/O Ser 200703/15/201609/15/20117.5789
All Refunded Issues03/15/20166.5620
Mar 10, 2014 11:41 am Page 19
ORDINANCE AUTHORIZING AND ORDERING THE ISSUANCE, SALE
AND DELIVERY OF CITY OF LA PORTE, TEXAS, GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2014, IN AN AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $10 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 OBLIGATIONS; 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, 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;
1
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 by 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
Section 2.1.: Definitions. As used herein, the following terms shall have the meanings
specified, unless the context clearly indicates otherwise:
“Act” shall mean Chapter 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 City Manager, 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 2014, authorized by this Ordinance.
“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.
“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.
2
HOU:3189356.1
“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 2014,
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, 2014, 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.
“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.
3
HOU:3189356.1
“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 BOSC, Inc.
Section 2.2.: 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
Section 3.1.: 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.
Section 3.2.: Designation and Date. The Bonds shall be designated as the “City of La
Porte, Texas, General Obligation Refunding Bonds, Series 2014,” shall be dated April 1, 2014,
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
4
HOU:3189356.1
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.
The authority conferred by this Section shall expire at 5:00 p.m. on September 24, 2014.
Section 3.5.: Redemption Prior to Maturity. (a) The Bonds shall be subject to optional
redemption prior to maturity as provided in the Officers’ Pricing Certificate.
(b) The Bonds shall be subject to mandatory sinking fund redemption as provided in
the Officers’ Pricing Certificate.
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(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.
Section 3.6.: 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 B 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.
Section 3.7.: 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.
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Section 3.8.: 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.
Section 3.9.: 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.
Section 3.10.: 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. To the extent possible, 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
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.
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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.
Section 3.11.: 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
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.
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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.
Section 3.13.: 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.
Section 3.14.: 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:
(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;
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(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.
Section 3.15.: 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, and Form of Assignment shall be in substantially
the form attached hereto as Attachment B 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
Section 5.1.: 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.
Section 5.2.: Debt Service Fund. The General Obligation Refunding Bonds, Series 2014,
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.
Section 5.3.: 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
Section 6.1.: 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 presented to City Council with this Ordinance, 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.
Section 6.2.: 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.
Section 6.3.: 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.
Section 6.4.: 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.
Section 6.5.: 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.
Section 6.6.: 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
Section 7.1.: 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 presented to City Council
with this Ordinance. 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.
Section 7.2.: 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.
Section 7.3.: 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
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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.
Section 7.4.: 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.
Section 7.5.:Covenants to Maintain Tax Exemption.
(a)Definitions. When used in this Section, the following terms have the
following meanings:
“Code” means the Internal Revenue Code of 1986, as amended by all legislation,
if any, effective on or before the Issue Date.
“Computation Date” has the meaning stated in section 1.148-1(b) of the
Regulations.
“Gross Proceeds” has the meaning stated in section 1.148-1(b) of the Regulations.
“Investment” has the meaning stated in section 1.148-1(b) of the Regulations.
“Issue Date” for the Bonds or other obligations of the City is the respective date
on which such obligations of the City are first delivered against payment therefor.
“Nonpurpose Investment” has the meaning stated in section 1.148-1(b) of the
Regulations.
“Proceeds” has the meaning stated in section 1.148-1(b) of the Regulations.
“Rebate Amount” has the meaning stated in section 1.148-3 of the Regulations.
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“Regulations” means the temporary or final Income Tax Regulations applicable to
the Series 2014 Bonds issued pursuant to sections 141 through 150 of the Code. Any
reference to a section of the Regulations shall also refer to any successor provision to
such section hereafter promulgated by the Internal Revenue Service pursuant to
sections 141 through 150 of the Code and applicable to the Bonds.
“Yield of”
(1)any Investment shall be computed in accordance with
section 1.148-5 of the Regulations, and
(2)the Bonds shall be computed in accordance with section 1.148-4 of
the Regulations.
(b)Not to Cause Interest to Become Taxable. The City shall not use, permit
the use of or omit to use Gross Proceeds or any other amounts (or any property the
acquisition, construction or improvement of which is to be financed directly or indirectly
with Gross Proceeds) in a manner which, if made or omitted, respectively, would cause
the interest on any Bonds to become includable in the gross income, as defined in
section 61 of the Code, of the owner thereof for federal income tax purposes. Without
limiting the generality of the foregoing, unless and until the City shall have received a
written opinion of counsel nationally recognized in the field of municipal bond law to the
effect that failure to comply with such covenant will not adversely affect the exemption
from federal income tax of the interest on any Bond, the City shall comply with each of
the specific covenants in this Section.
(c)No Private Use or Private Payments. Except as permitted by section 141
of the Code and the regulations and rulings thereunder, the City shall, at all times prior to
the last stated maturity of the Bonds,
(1)exclusively own, operate, and possess all property the acquisition,
construction, or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds (including property financed or
refinanced with Gross Proceeds of the Refunded Bonds) and not use or permit the
use of such Gross Proceeds or any property acquired, constructed, or improved
with such Gross Proceeds in any activity carried on by any person or entity other
than a state or local government, unless such use is solely as a member of the
general public, or
(2)not directly or indirectly impose or accept any charge or other
payment for use of Gross Proceeds of the Bonds or any property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with such Gross Proceeds (including property financed or refinanced
with Gross Proceeds of the Refunded Bonds) other than taxes of general
application and interest earned on investments acquired with such Gross Proceeds
pending application for their intended purposes.
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(d)No Private Loan. Except to the extent permitted by section 141 of the
Code and the regulations and rulings thereunder, the City shall not use Gross Proceeds of
the Bonds to make or finance loans to any person or entity other than a state or local
government. For purposes of the foregoing covenant, Gross Proceeds are considered to
be “loaned” to a person or entity if (1) property acquired, constructed or improved with
Gross Proceeds (including property financed or refinanced with Gross Proceeds of the
Refunded Bonds) is sold or leased to such person or entity in a transaction which creates
a debt for federal income tax purposes, (2) capacity in or service from such property is
committed to such person or entity under a take-or-pay, output, or similar contract or
arrangement, or (3) indirect benefits, or burdens and benefits of ownership, of such Gross
Proceeds or such property are otherwise transferred in a transaction which is the
economic equivalent of a loan.
(e)Not to Invest at Higher Yield. Except to the extent permitted by
section 148 of the Code and the regulations and rulings thereunder, the City shall not, at
any time prior to the earlier of the final stated maturity or final payment of the Bonds,
directly or indirectly invest Gross Proceeds of such Bonds in any Investment (or use such
Gross Proceeds to replace money so invested), if as a result of such investment the Yield
of all Investments allocated to such Gross Proceeds whether then held or previously
disposed of, exceeds the Yield on the Bonds.
(f)Not Federally Guaranteed. Except to the extent permitted by
section 149(b) of the Code and the regulations and rulings thereunder, the City shall not
take or omit to take any action which would cause the Bonds to be federally guaranteed
within the meaning of section 149(b) of the Code and the regulations and rulings
thereunder.
(g)Information Report. The City shall timely file with the Secretary of the
Treasury the information required by section 149(e) of the Code with respect to the
Bonds on such forms and in such place as such Secretary may prescribe.
(h)Payment of Rebate Amount. Except to the extent otherwise provided in
section 148(f) of the Code and the regulations and rulings thereunder, the City shall:
(1)account for all Gross Proceeds (including all receipts, expenditures
and investments thereof) on its books of account separately and apart from all
other funds (and receipts, expenditures and investments thereof) and shall retain
all records of such accounting for at least six years after the final Computation
Date. The City may, however, to the extent permitted by law, commingle Gross
Proceeds of the Bonds with other money of the City, provided that the City
separately accounts for each receipt and expenditure of such Gross Proceeds and
the obligations acquired therewith,
(2)calculate the Rebate Amount with respect to the Bonds, not less
frequently than each Computation Date, in accordance with rules set forth in
section 148(f) of the Code, section 1.148-3 of the Regulations, and the rulings
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thereunder. The City shall maintain a copy of such calculations for at least six
years after the final Computation Date,
(3)as additional consideration for the purchase of the Bonds by the
initial purchaser thereof and the loan of the money represented thereby, and in
order to induce such purchase by measures designed to ensure the excludability of
the interest thereon from the gross income of the owners thereof for federal
income tax purposes, pay to the United States the amount described in
paragraph (2) above at the times, in the installments, to the place, in the manner
and accompanied by such forms or other information as is or may be required by
section 148(f) of the Code and the regulations and rulings thereunder, and
(4)exercise reasonable diligence to assure that no errors are made in
the calculations and payments required by paragraphs (2) and (3), and, if such
error is made, to discover and promptly correct such error within a reasonable
amount of time thereafter (and in all events within one hundred eighty (180) days
after discovery of the error), including payment to the United States of any
additional Rebate Amount owed to it, interest thereon and any penalty required by
the Regulations.
(i)Not to Divert Arbitrage Profits. Except to the extent permitted by
section 148 of the Code and the regulations and rulings thereunder, the City shall not, at
any time prior to the earlier of the final stated maturity or final payment of the Bonds,
enter into any transaction that reduces the amount required to be paid to the United States
pursuant to Subsection (h) of this Section because such transaction results in a smaller
profit or a larger loss than would have resulted if the transaction had been at arm’s length
and had the Yield of the Bonds, not been relevant to either party.
(j)Not Hedge Bonds. The City did not invest more than 50 percent of the
Proceeds of the original bonds refunded by the Bonds in Nonpurpose Investments having
a guaranteed yield for four years or more. On the Issue Date of each series of the original
bonds refunded by the Bonds, the City reasonably expected that at least 85 percent of the
spendable proceeds of such bonds would be used to carry out the governmental purpose
of such bonds within three years after the respective Issue Date of such bonds.
Section 7.6.: Qualified Tax-Exempt Obligations. The City hereby designates the Bonds
as “qualified tax-exempt obligations” as defined in Section 265(b)(3) of the Code. With respect
to such designation, the City represents the following: (a) that during the calendar year 2014, the
City (including all entities which issue obligations on behalf of the City), has not designated nor
will designate obligations, which when aggregated with the Bonds will result in more than
$10,000,000 of “qualified tax-exempt obligations” being issued and (b) that the City has
examined its financing needs for the calendar year 2014, and reasonably anticipates that the
amount of bonds, leases, loans or other obligations, together with the Bonds and any other tax-
exempt obligations heretofore issued by the City (plus those of all entities which issue
obligations on behalf of the City) during the calendar year 2014, when the higher of the face
amount or the issue price of each such tax-exempt obligation issued for the calendar year 2014
by the City is taken into account, will not exceed $10,000,000.
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Section 7.7.: 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 presented to City Council with this Ordinance, 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 7.8.
: 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 obligationss, and, if required, to publish such
notices, all in the manner required by the documents authorizing the issuance of such Refunded
Obligations.
Section 7.9.: Purchase of Securities. The Authorized Representatives and the Escrow
Agent are hereby authorized (a) to subscribe for, agree to purchase, and purchase securities that
are permitted investments for a defeasance escrow established to defease the Refunded
Obligations, and to execute any and all subscriptions, purchase agreements, commitments, letters
of authorization and other documents necessary to effectuate the foregoing, and any actions
heretofore taken for such purpose are hereby ratified and approved, and (b) to direct and provide
for such contributions to the escrow fund as are provided in the Escrow Agreement and the
Report.
Section 7.10.: 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
Section 8.1.: 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
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the final Official Statement authorized by Section 7.3 of this Ordinance, being the financial
information and operating data described in the Officers’ Pricing Certificate. 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.
Section 8.2.: 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;
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(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.
As used in clause (l) above, the phrase “bankruptcy, insolvency, receivership or similar
event” means the appointment of a receiver, fiscal agent or similar officer for the City in a
proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law
in which a court or governmental authority has assumed jurisdiction over substantiallyall of the
assets or business of the City, or if jurisdiction has been assumed by leaving Council and
officials or officers of the City in possession but subject to the supervision and orders of a court
or governmental authority, or the entry of an order confirming a plan of reorganization,
arrangement or liquidation by a court or governmental authority having supervision or
jurisdiction over substantially all of the assets or business of the City.
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.
Section 8.3.: 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
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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
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.
Section 8.4.: 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.
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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
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.
Section 9.2.: 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.
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Section 9.3.: 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.
Section 9.4.: 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
the date of actual payment or (ii) the Record Date had occurred on the fifteenth day of that
calendar month.
Section 9.5.: 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.
Section 9.6.: 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.
Section 9.7.: 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.
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Section 9.8.: 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.
Section 9.9.: 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.
Section 9.10.: Repealer. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 9.11.: Effective Date. This Ordinance shall be in force and effect from and after
its passage on the date shown below.
\[The remainder of this page is intentionally left blank.\]
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PASSED AND ADOPTED this March 24, 2014.
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
S-1
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SCHEDULE 1
SCHEDULE OF REFUNDING CANDIDATES
Limited Tax Bonds, Series 2002
Maturity Date Interest Rate Par Amount Call Date Price
03/15/2017 4.400% $270,000 03/15/2015 100%
03/15/2018 4.500 270,000 03/15/2015 100
Certificates of Obligation, Series 2004
Maturity Date Interest Rate Par Amount Call Date Price
03/15/2016 3.650% $345,000 __/__/2014 100%
03/15/2017 3.750 360,000 __/__/2014 100
Certificates of Obligation, Series 2005
1
Maturity DateInterest Rate Par Amount Call Date Price
03/15/2018 4.125% $ 95,000 03/15/2015 100%
03/15/2019 4.125 100,000 03/15/2015 100
03/15/2020 4.125 105,000 03/15/2015 100
General Obligation Bonds, Series 2005
Maturity Date Interest Rate Par Amount Call Date Price
03/15/2018 4.125% $415,000 03/15/2015 100%
2
03/15/2019 4.125 430,000 03/15/2015 100
03/15/2020 4.145 450,000 03/15/2015 100
Certificates of Obligation, Series 2006
Maturity Date Interest Rate Par Amount Call Date Price
3
03/15/2018 5.000% $335,000 03/15/2016 100%
3
03/15/20195.000 350,000 03/15/2016 100
3
03/15/20205.000 370,000 03/15/2016 100
03/15/2021 4.100 385,000 03/15/2016 100
03/15/2022 4.150 405,000 03/15/2016 100
03/15/2023 4.200 420,000 03/15/2016 100
03/15/2024 4.250 440,000 03/15/2016 100
03/15/2025 4.300 455,000 03/15/2016 100
1
Represents sinking fund installments of $480,000 term bond maturing 03/15/2020.
2
Represents sinking fund installments of $880,000 term bond maturing 03/15/2020.
3
Represents sinking fund installments of $650,000 term bond maturing 03/15/2018 and $720,000 term bond
maturing 03/15/2020.
SCHEDULE 1 - Page 1
HOU:3189356.1
General Obligation Bonds, Series 2006
4
Maturity DateInterest Rate Par Amount Call Date Price
03/15/2019 4.100% $75,000 03/15/2016 100%
03/15/2020 4.100 75,000 03/15/2016 100
03/15/2021 4.100 80,000 03/15/2016 100
03/15/2022 4.250 85,000 03/15/2016 100
03/15/2023 4.250 85,000 03/15/2016 100
03/15/2024 4.250 90,000 03/15/2016 100
03/15/2025 4.250 95,000 03/15/2016 100
Certificates of Obligation, Series 2007
Maturity Date Interest Rate Par Amount Call Date Price
03/15/2019 4.000% $385,000 03/15/2016 100%
03/15/2020 4.250 400,000 03/15/2016 100
03/15/2021 4.250 420,000 03/15/2016 100
03/15/2022 4.250 440,000 03/15/2016 100
03/15/2023 4.250 455,000 03/15/2016 100
03/15/2024 4.250 475,000 03/15/2016 100
4
Represents sinking fund installments of $370,000 term bond maturing 03/15/21 and $355,000 term bond
maturing 03/15/2015.
SCHEDULE 1 - Page 2
HOU:3189356.1
EXHIBIT A
FORM OF OFFICERS’ PRICING CERTIFICATE
CITY OF LA PORTE, TEXAS,
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2014
THIS OFFICERS’ PRICING CERTIFICATE is executed as of _____________, 2014, by
the \[City Manager and Finance Director\] 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 March 24, 2014 (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 ____________, 2014, 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
Number Maturity Principal Amount Interest Rate
R-1 2015
R-2 2016
R-3 2017
R-4 2018
R-5 2019
R-6 2020
R-7 2021
R-8 2022
R-9 2023
R-10 2024
R-11 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 PrincipalRedemption
(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 $5,000 portion thereof) to be redeemed by mandatory redemption.
The principal amount of Term Bonds required to be redeemed on any
redemption date pursuant to the foregoing mandatory redemption
provisions shall be reduced, at the option of the City, by the principal
amount of any Bonds having the same maturity which have been
purchased or redeemed by the City as follows, at least 45 days prior to the
mandatory redemption date:
(i) if the City directs the Paying Agent to purchase Bonds with money
in the debt service fund for the Bonds (at a price not greater than
par plus accrued interest to the date of purchase), then a credit of
100% of the principal amount of such Bonds purchased will be
made against the next mandatory redemption installment due, or
(ii) if the City purchases or redeems Bonds with other available
moneys, then the principal amount of such Bonds will be credited
against future mandatory redemption installments in any order, and
in any annual amount, that the City may direct.
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HOU:3189356.1
3. Purchase Price. The sale of the Bonds is authorized pursuant to the form of Bond
Purchase Agreement approved in the Ordinance at the following price:
PRINCIPAL AMOUNT$_____________
\[Plus/Less\] 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.
5. Escrow Agreement and Deposit. The Escrow Agreement attached as Attachment
A 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 B 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 C hereto.
8. Pursuant to Section 8.1 of the Ordinance, 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, being the
financial information and operating data described in the Official Statement in
Tables 1-6 and 8-14 and in Appendix __.
9. 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 D hereto;
and
d. The final maturity date of the Bonds does not exceed March 15, 2025.
A-3
HOU:3189356.1
10. 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
HOU:3189356.1
WITNESS MY HAND this __________________, 2014.
\[City Manager\]
City or La Porte, Texas
\[Finance Director\]
City or La Porte, Texas
A-5
HOU:3189356.1
ATTACHMENT A TO OFFICERS’ PRICING CERTIFICATE
ESCROW AGREEMENT
A-6
HOU:3189356.1
ATTACHMENT B TO OFFICERS’ PRICING CERTIFICATE
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF LA PORTE, TEXAS
GENERAL OBLIGATION REFUNDING BOND, SERIES 2014
NUMBER DENOMINATION
5
R-__ $______________
REGISTERED REGISTERED
622
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
7
payment date to which interest has been paid or duly provided for. Interest on this Bond is
5
Initial Bond shall be numbered T-1.
6
Omitted from initial Bond.
7
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 March 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
A-7
HOU:3189356.1
8
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 March 24, 2014 (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
9
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.
8
To be completed in accordance with the Officers’ Pricing Certificate.
9
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
A-9
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.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, NATIONAL ASSOCIATION,
as Paying Agent/Registrar
By:
Authorized Signature:
Date of Authentication:
* * * *
A-11
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.
* * * *
A-12
HOU:3189356.1
ATTACHMENT C TO OFFICERS’ PRICING CERTIFICATE
DESCRIPTION OF REFUNDED OBLIGATIONS
HOU:3189356.1
ATTACHMENT D TO OFFICERS’ PRICING CERTIFICATE
PRESENT VALUE SAVINGS CALCULATION
HOU:3189356.1
CITY OF LA PORTE, TEXAS
(Harris County, Texas)
$9,210,000
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2014
____________________________________
PURCHASE AGREEMENT
____________________________________
March __, 2014
Honorable Mayor and City Council
City of La Porte, Texas
601 W. Fairmont Parkway
La Porte, Texas 77571
Ladies and Gentlemen:
The undersigned, Coastal Securities, Inc., (the “Representative”), acting on its own behalf
and on behalf of the other underwriters listed on Schedule I hereto (collectively, the
“Underwriters”), and not acting as fiduciary or agent for the City of La Porte, Texas (the
“Issuer”), offers to enter into the following agreement (this “Agreement”) 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., Central Daylight Time, on March __, 2014, and, if not so accepted, will be subject to
withdrawal by the Underwriters upon notice as described in Section 9 hereof 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 Bond 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 $9,210,000 General
Obligation Refunding Bonds, Series 2014 (the “Bonds”).
Inasmuch as this purchase and sale represents a negotiated transaction, the Issuer
acknowledges and agrees that: (i) the transaction contemplated by this Agreement is an arm’s
length commercial transaction between the Issuer and the Underwriters in which the
Underwriters are acting solely as a principal and are not acting as a municipal advisor, financial
Preliminary, subject to change.
46222651.1
advisor or fiduciary to the Issuer; (ii) the Underwriters have not assumed any advisory or
fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the
discussions, undertakings and procedures leading thereto (irrespective of whether the
Underwriters have provided other services or are currently providing other services to the Issuer
on other matters); (iii) the Underwriters are not acting as fiduciaries of the Issuer, but rather are
acting solely in their capacity as underwriters for their own accounts, (iv) the only obligations the
Underwriters have to the Issuer with respect to the transaction contemplated hereby are those
expressly set forth in this Agreement; (v) the Issuer has consulted its own legal, accounting, tax,
financial and other advisors, as applicable, to the extent it has deemed appropriate; (vi) the
Underwriters have financial and other interests that differ from those of the Issuer (vii) and the
Underwriters have provided to the Issuer prior disclosures under Rule G-17 of the Municipal
Securities Rulemaking Board (the “MSRB”), which have been received by the Issuer. The
Representative has been duly authorized to execute this Agreement and to act hereunder on
behalf of itself and the other Underwriters.
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, (i) the ordinance adopted by the City Council of the Issuer (the “City Council”) on
March 24, 2014 authorizing the issuance of the Bonds, and (ii) a pricing certificate (the “Pricing
Certificate”), dated the date of this Agreement, signed by an authorized representative of the
Issuer appointed by the City Council and duly authorized to approve the terms of pricing and sale
for the Bonds (the ordiance and the Pricing Certificate are collectively referred to herein as the
“BondOrdinance”).
Delivered to the Issuer herewith is the Representative’s good faith corporate check
payable to the order of the Issuer in the amount of $92,100.00 (the “Check”). In the event the
Issuer accepts this offer, the Check shall be held uncashed by the Issuer until the time of Closing
(as hereinafter defined), 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 Bonds at the
Closing, or should the Issuer be unable to satisfy the conditions to the obligations of the
Underwriters to purchase, accept delivery of and pay for the Bonds, as set forth in this
Agreement (unless waived by the Underwriter), 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 fails (other than for a reason
permitted hereunder) to purchase, accept delivery of and pay for the Bonds 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 4 and 8 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 offer shall constitute a waiver of any right the Issuer may have to additional damages
from the Underwriters. The Representative hereby agrees not to stop payment or cause payment
on the Check to be stopped unless the Issuer has breached any of the terms of this Agreement.
46222651.1
2
The purchase price for the Bonds shall be $________ (representing the par amount of the
Bonds, plus an original issue premium of $________ on the Bonds, and less an underwriting
discount of $________), and no accrued interest.
A portion of the proceeds received by the Issuer from the sale of the Bonds pursuant
hereto and certain other funds of the Issuer shall be deposited with The Bank of New York
Mellon Trust Company, N.A., Dallas, Texas, as escrow agent (the “Escrow Agent”), under and
pursuant to the escrow agreement (the “Escrow Agreement”) referred to in the Bond Ordinance
for the purpose of depositing cash and purchasing a portfolio of securities authorized by Section
1207.062, Texas Government Code, which shall mature and the interest on which shall be
payable at such times and in such amounts so as to provide money which, together with cash
balances from time to time on deposit in the trust account established under the Escrow
Agreement to refund the Refunded Obligations (as defined in the Bond Ordinance), will be
sufficient to pay the principal of and interest on the Refunded Obligations when due at stated
maturity or prior redemption, as applicable.
2.Public Offering
. The Underwriters agree to make a bona fide public offering of
all of the Bonds at prices not to exceed the public offering prices (or yields not less than the
reoffering yields) set forth on the inside cover of the Official Statement and may subsequently
change such offering prices or yields without any requirement of prior notice. The Underwriters
also reserve the right to: (i) over-allot or effect transactions that stabilize or maintain the market
price of the Bonds at levels above those that might otherwise prevail in the open market and (ii)
discontinue such stabilizing, if commenced, at any time without notice; provided, however that
no such actions shall affect the certification of the original issue price of the Bonds as provided
below. On or before Closing, the Representative shall execute an issue price certificate prepared
by Andrews Kurth LLP (“Bond Counsel”) verifying the initial offering prices to the public at
which the Underwriters sold or reasonably expected to sell a substantial amount of each stated
maturity of the Bonds to the public. After the initial public offering, the Underwriters may offer
and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and
others at prices lower (or yields greater) than the public offering price stated on the inside cover
of the Official Statement.
3.The Official Statement
.
(a)The Issuer previously has delivered copies of the Preliminary Official
Statement dated March __, 2014 (the “Preliminary Official Statement”) to the
Underwriters in a “designated electronic format,” as defined in MSRB Rule G-32 (“Rule
G-32”). The Issuer will prepare 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
“Rule”), (iii) substantially in the form of the most recent version of the Preliminary
Official Statement provided to the Underwriters before the execution hereof and (iv) in
both a “designated electronic format” consistent with the requirements of Rule G-32 and
in a printed format. 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
46222651.1
3
the “Official Statement.” Until the Official Statement has been prepared and is available
for distribution, the Issuer shall provide to the Underwriters sufficient quantities (which
may be in electronic form) of the Preliminary Official Statement as the Representative
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 for purposes of the Rule, 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 represents that the governing body of the Issuer has reviewed
and approved the information in the Official Statement and hereby authorizes the Official
Statement to be used by the Underwriters in connection with the public offering and sale
of the Bonds. The Issuer ratifies and 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, not later than within seven business days after the Issuer’s acceptance of this
Agreement and in sufficient time to accompany any confirmation that requests payment
from any customer) copies of the Official Statement which is complete as of the date of
its delivery to the Underwriters (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. The Issuer hereby confirms that it does not object
to the distribution of the Preliminary Official Statement or the Official Statement in
electronic form.
(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 opinion 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), copies of either
46222651.1
4
amendments or supplements 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
representation, warranty or covenant made herein, or 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 (“DTC”), 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 reasonably 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 timely file, or cause to be filed, the
Official Statement (and any amendment or supplement to the Official Statement prepared
in accordance with Section 3(d) above) and the Escrow Agreement with (i) the MSRB or
its designee (including the MSRB’s Electronic Municipal Market Access System) or (ii)
other repositories approved from time to time by the United States Securities and
Exchange Commission (in addition to the filing referred to in clause (i) above). 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.
(f)To the knowledge and belief of the Issuer, the Official Statement contains
information, including financial information or operating data, concerning every entity,
enterprise, fund, account, or person that is material to an evaluation of the offering of the
Bonds.
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, organized and existing under
the laws of the State of Texas (the “State”) and the Issuer’s Home Rule Charter, 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, including particularly Chapter
1207, Texas Government Code, as amended, (the “Act”), the Issuer’s Home Rule Charter
and the Bond Ordinance (i) to enter into, execute and deliver this Agreement, the Bond
Ordinance, the Continuing Disclosure Undertaking and the Escrow Agreement, and all
documents required hereunder and thereunder to be executed and delivered by the Issuer
(this Agreement, the Bond Ordinance, the Continuing Disclosure Undertaking (as defined
in Section 6(i)(4) hereof), the Escrow Agreement and the other documents referred to in
this clause are hereinafter referred to as the “Issuer Documents”), (ii) to sell, issue and
deliver the Bonds to the Underwriters as provided herein, and (iii) to carry out and
46222651.1
5
consummate the transactions described by the Issuer Documents and the Official
Statement; and, the Issuer has complied, and will at the Closing be in compliance in all
material respects, with the terms of 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 Bond Ordinance and the issuance and sale of the Bonds on the
terms set forth herein, (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, (iii) the approval, distribution and use of the Preliminary Official Statement
and the Official Statement for use by the Underwriters in connection with the public
offering of the Bonds and (iv) the consummation by it of all other transactions
contemplated by the Official Statement, and 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)This Agreement constitutes a legal, valid and binding obligation of the
Issuer, enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium, sovereign immunity of political subdivisions and other
similar laws and principles of equity relating to or affecting the enforcement of creditors’
rights; the other Issuer Documents, when duly executed and delivered, will constitute
legal, valid and binding obligations of the Issuer, enforceable in accordance with their
respective terms, subject to sovereign immunity of political subdivisions, bankruptcy,
insolvency, reorganization, moratorium and other similar laws and principles of equity
relating to or affecting the enforcement of creditors’ rights; the Bonds, when issued,
delivered and paid for, in accordance with the Bond Ordinance and this Agreement, will
constitute legal, valid and binding obligations of the Issuer entitled to the benefits of the
Bond Ordinance and enforceable in accordance with their terms, subject to sovereign
immunity of political subdivisions, bankruptcy, insolvency, reorganization, moratorium
and other similar laws and principles of equity relating to or affecting the enforcement of
creditors’ rights; upon the issuance, authentication and delivery of the Bonds as aforesaid,
the Bond Ordinance will provide, for the benefit of the holders of the Bonds, the legally
valid and binding pledge of ad valorem taxes and lien it purports to create as set forth in
the Bond Ordinance, being the pledge to levy, assess and collect an annual ad valorem
tax, within the limits prescribed by law, upon all taxable property within the boundaries
of the Issuer, sufficient to pay the principal of and interest on the Bonds when due.
(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 relating to the issuance of the Bonds 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 in any material respect under any of the foregoing; and the execution
46222651.1
6
and delivery of the Bonds, the Issuer Documents and the adoption of the Bond 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 in any material respect under
any constitutional provision, 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 Bond Ordinance.
(e)Except for the approval of the Bonds by the Attorney General of the State
and the registration thereof by the Comptroller of Public Accounts of the State, all
authorizations, approvals, licenses, permits, consents and orders of any governmental
authority, legislative body, board, agency or commission having jurisdiction of the matter
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, 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 Bond 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 captions “THE BONDS – Purpose,” “THE BONDS – Refunded Bonds” and
“SOURCES AND USES OF BOND PROCEEDS”; and the Continuing Disclosure
Undertaking conforms to the description thereof contained in the Official Statement
under the caption “CONTINUING DISCLOSURE OF INFORMATION.”
(g)Except as disclosed in the Official Statement under the caption
“CONTINUING DISCLOSURE OF INFORMATION – Compliance with Prior
Undertakings”, during the last five years the Issuer has complied in all material respects
with its previous continuing disclosure undertakings made by it in accordance with the
Rule.
(h)Except as disclosed in the Official Statement, 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
after due inquiry, 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 levy and collection of taxes
pledged to the payment of principal of and interest on the Bonds pursuant to the Bond
Ordinance or in any way contesting or affecting the validity or enforceability of the
Bonds, the Issuer Documents, or contesting the exclusion from gross income of interest
on the Bonds for federal income tax purposes, or contesting in any way the completeness
46222651.1
7
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 Bond 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 or the Issuer Documents.
(i)As of the date thereof and as the date hereof, the Preliminary Official
Statement did not and 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
therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that for all purposes of this Agreement including, without limitation,
for purposes of subparagraphs (i), (j) and (k), 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 DTC and
its book-entry-only system.
(j)During the period beginning when the Official Statement is delivered to
the Underwriters pursuant to paragraph (a) of Section 3 of this Agreement 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 the
twenty-fifth (25th) day 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 the
twenty-fifth (25th) day subsequent to the “end of the underwriting period,” 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 has the legal authority to apply and 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 Bond 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
46222651.1
8
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
(provided, however, that the Issuer will not be required to qualify as a foreign corporation
or to file any 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
the initiation or threat of any proceeding for that purpose.
(n)The financial statements of, and other financial information regarding, the
Issuer in the Official Statement fairly present the financial position and results of the
Issuer as of the dates and for the periods therein set forth. The financial statements of the
Issuer have been prepared in accordance with generally accepted accounting principles
consistently applied, and except as noted in the Official Statement, the other historical
financial information set forth in the Official Statement has been presented on a basis
consistent with that of the Issuer’s audited financial statements included in the Official
Statement. Prior to the Closing, the Issuer will not take any action within or under its
control that will cause any adverse change of a material nature in such financial position,
results of operations or condition, financial or otherwise, of the Issuer.
(o)Except as disclosed in the Official Statement, 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 financial
condition of the Issuer.
(p)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 revenues or assets which will secure
the Bonds, except as may be incurred in the ordinary course of business, without the prior
approval of the Representative, which approval shall not be unreasonably withheld.
(q)The Issuer, to the extent heretofore requested in writing by the
Representative, has delivered to the Representative 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 true, correct, complete, and legible copies of all correspondence or other
communications relating, directly or indirectly, thereto.
(r)Any certificate, signed by any official of the Issuer authorized to do so in
connection with the transactions described in this Agreement, shall be deemed a
representation and warranty by the Issuer to the Underwriters as to the statements made
therein.
(s)The Issuer covenants that between the date hereof and the date of Closing,
it will take no actions which will cause the representations and warranties made in this
Section to be untrue in any material respect as of the date of Closing.
46222651.1
9
By delivering the Official Statement to the Underwriters, the Issuer shall be deemed to
have reaffirmed, with respect to such Official Statement, the representations, warranties and
covenants set forth above with respect to the Preliminary Official Statement.
5.Closing
.
(a)At 10:00 a.m. Central Daylight Time, on April 17, 2014, or at such other
time and date as shall have been mutually agreed upon by the Issuer and the
Representative (the “Closing”), the Issuer will, subject to the terms and conditions hereof,
deliver the Bonds to the Underwriters, duly executed and authenticated, 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 Section 1 of this Agreement in immediately available funds by wire transfer
to the account of the Issuer as indicated by The Bank of New York Mellon Trust
Company, N.A., Dallas, Texas, (the “Paying Agent/Registrar”). Payment for the Bonds
as aforesaid shall be made at the offices of the Paying Agent/Registrar or such other place
as shall have been mutually agreed upon by the Issuer and the Representative.
(b)Delivery of the Bonds in definitive form, utilizing the book entry system,
shall be made through DTC, or at the office of the Paying Agent/Registrar acting on
behalf of DTC. The Bonds shall be delivered in definitive fully registered form, bearing
CUSIP numbers without coupons, with one Bond for each maturity of the Bonds,
registered in the name of Cede & Co., all as provided in the Bond Ordinance, and shall be
made available at the offices of the DTC (or if Bonds are to be held in safekeeping for the
DTC by the Paying Agent/Registrar pursuant to DTC’s FAST System, at the office of the
Paying Agent/Registrar) to the Representative at least one (1) business day before the
date of the Closing for the 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 unless waived by the Representative on behalf of 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;
46222651.1
10
(c)At the time of the Closing, (i) the Issuer Documents and the Bonds shall
be in full force and effect in the form heretofore approved by the Underwriters and shall
not have been amended, modified or supplemented, 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) the net proceeds of the sale of the Bonds and any funds to
be provided by the Issuer shall be deposited and applied as described in the Official
Statement and in the Bond Ordinance and (iii) all actions of the Issuer required to be
taken by the Issuer shall be performed in order for Bond Counsel to deliver the 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, except as may have been agreed to by the
Representative;
(e)At or prior to the Closing, the Bond Ordinance, including the Pricing
Certificate, shall have been duly executed and delivered by the Issuer and the Issuer shall
have duly executed and delivered the definitive Bonds;
(f)At the time of the Closing, there shall not have occurred any change or
any development involving a prospective change in the condition, financial or otherwise,
or in the revenues or operations of the Issuer, from that set forth in the Official Statement
that in the reasonable judgment of the Representative, is material and adverse and that
makes it, in the reasonable judgment of the Representative, impracticable to market the
Bonds on the terms and in the manner described in the Official Statement;
(g)The Issuer shall not have failed to pay principal or interest when due on
any of its outstanding obligations for borrowed money;
(h)All steps to be taken and all instruments and other documents to be
executed, and all other legal matters in connection with the transactions described in this
Agreement shall be reasonably satisfactory in legal form and effect to the Representative;
(i)At or prior to the Closing, the Representative shall have received copies 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 in (i) a
“designated electronic format” that meets the requirements of Rule G-32 and (ii) a
printed format;
(2)The Bond Ordinance, having been duly adopted by the Issuer and
certified as being in full force and effect, with such supplements or amendments
as may have been agreed to by the Representative, including the Pricing
Certificate;
46222651.1
11
(3)An executed copy of the Escrow Agreement, having been duly
adopted by the Issuer, with such supplements or amendments as may have been
agreed to by the Underwriter;
(4)The undertaking of the Issuer which satisfies the requirements of
Section (b)(5)(i) of the Rule (the “Continuing Disclosure Undertaking”);
(5)The approving opinion of Bond Counsel with respect to the Bonds,
in substantially the form attached to the Official Statement;
(6)A supplemental opinion of Bond Counsel addressed to the Issuer
and the Underwriters, substantially to the effect that:
(A)the Bond Ordinance has been duly adopted and is in full
force and effect;
(B)the Bonds are exempted securities under section 3(a)(2) of
the Securities Act of 1933, as amended (the “1933 Act”), and the Trust
Indenture Act of 1939, as amended (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 or to qualify the Bond Ordinance
under the Trust Indenture Act; and
(C)Bond Counsel has not verified and is not passing upon, and
does not assume any responsibility for, the accuracy, completeness or
fairness of the statements contained in the Official Statement, but has
reviewed the statements and information contained in the Official
Statement under the captions and sub-captions “THE BONDS” (except for
the subcaption titled “DTC Redemption Provisions”), “REGISTRATION,
TRANSFER AND EXCHANGE”, “TAX DATA – Tax Rate Limitations”,
“TAX EXEMPTION”, “TAX TREATMENT OF ORIGINAL ISSUE
DISCOUNT AND PREMIUM BONDS”, “REGISTRATION AND
QUALIFICATION OF BONDS FOR SALE”, “LEGAL INVESTMENTS
AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS”,
“LEGAL MATTERS” (solely as it relates to its opinion and its review of
certain portions of this Official Statement), and “CONTINUING
DISCLOSURE OF INFORMATION” (except under the subcaption
“Compliance with Prior Undertakings”), and Bond Counsel is of the
opinion that the information contained under such captions is a fair and
accurate summary of the information purported to be shown and is correct
as to matters of law;
(7)An opinion, dated the date of the Closing and addressed to the
Underwriters, of counsel for the Underwriters, to the effect that:
(A)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
46222651.1
12
the Bonds under the 1933 Act and the Bond Ordinance needs not be
qualified under the Trust Indenture Act; and
(B)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, the information regarding DTC and its book-entry
system, in each case as to which no view need be expressed);
(8)A certificate, dated the date of Closing, signed by the Mayor of the
Issuer or another official of the Issuer acceptable to the Representative to the
effect that (i) all official action of the Issuer relating to the Bonds, the Issuer
Documents and the Official Statement have been duly taken by the Issuer, are in
full force and effect, and have not been amended, modified, supplemented or
repealed; (ii) the representations and warranties of the Issuer contained herein are
true and correct in all material respects on and as of the date of Closing as if made
on the date of Closing; (iii) no litigation or proceeding against it is pending or, to
his or her knowledge, threatened in any court or administrative body, nor is there
a basis for litigation, which would (a) contest the right of the officials of the Issuer
to hold and exercise their respective positions, (b) contest the due organization
and valid existence of the Issuer, (c) contest the validity, due authorization and
execution of the Bonds or the Issuer Documents, or (d) attempt to limit, enjoin or
otherwise prevent the Issuer from functioning and collecting taxes or and other
income or levying and collecting 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, 2013, the latest
date as of which audited financial information is available;
46222651.1
13
(9)A certificate of the Issuer in form and substance satisfactory to
Bond Counsel and counsel to the Underwriters (a) 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 “Code”), and
any applicable regulations (whether final, temporary or proposed), issued
pursuant to the Code, and (b) certifying that to the best of the knowledge and
belief of the Issuer there are no other facts, estimates or circumstances that would
materially change the conclusions, representations and expectations contained in
such certificate;
(10)The approving opinion of the Attorney General of the State and the
registration certificate of the Comptroller of Public Accounts of the State in
respect of the Bonds
(11)Any other certificates and opinions required by the Bond
Ordinance for the issuance thereunder of the Bonds;
(12)Evidence satisfactory to the Representative that the Bonds have
been rated “___” by Standard & Poor’s Ratings Services, a division of the
McGraw-Hill Companies, Inc., and that all such ratings are in effect as of the date
of Closing;
(13)A copy of a special report prepared by Grant Thornton LLP,
Certified Public Accountants, (the “Verification Agent”), relating to the Refunded
Obligations, 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
Refunded Obligations, and (ii) the computation of the yield with respect to such
securities and the Bonds;
(14)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 Obligations have been or
will be received and that such moneys and escrowed securities have been or will
be deposited in an escrow fund under the Escrow Agreement; and
(15)Such additional legal opinions, certificates, instruments and other
documents as 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.
46222651.1
14
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 reasonably satisfactory to the
Representative.
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 1 (with respect to the Check), 4 and 8 hereof shall continue in full force and effect.
7.Termination
. The Underwriters shall have the right to cancel their obligation 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 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 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 described 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 Bond 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 law as amended and then in effect;
46222651.1
15
(c)Any state blue sky or securities commission or other governmental agency
or body in any state in which more than 15% 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 or any other major 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, a general banking moratorium declared by federal, State of New York, or State
officials authorized to do so or a material disruption in securities settlement, payment or
clearance services in the United States shall have occurred;
(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 requirements 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 assessments 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
material 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, except for changes
which the Official Statement discloses are expected to occur;
(i)There shall have occurred (whether or not foreseeable) any (a) new
material outbreak of hostilities (including, without limitation, an act of terrorism) or (b)
new material other national or international calamity or crisis including, but not limited
to, an escalation of hostilities that existed prior to the date hereof, or (c) material financial
crisis or adverse change in the financial or economic conditions affecting the United
States government or the securities markets in the United States;
46222651.1
16
(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 published negative credit
watch or similar published information from a rating agency that at the date of this
Agreement has published a rating (or has been asked to furnish a rating on the Bonds) on
any of the Issuer’s debt obligations that are secured in a like manner as the Bonds, which
action reflects a negative change in the ratings accorded any such obligations of the
Issuer (including any 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;
(m)A decision by a court of the United States shall be rendered, or a stop
order, release, regulation or no-action letter by or on behalf of the Securities and
Exchange Commission or any other governmental agency having jurisdiction of the
subject matter shall have been issued or made, to the effect that the issuance, offering or
sale of the Bonds, including the underlying obligations as described in this Agreement or
the Official Statement, or any document relating to the issuance, offering or sale of the
Bonds, is or would be in violation of any provision of the federal securities laws at the
Closing date, including 1933 Act, the Securities Exchange Act of 1934 and the Trust
Indenture Act; or
(n)If any portion of escrow fund established in the Escrow Agreement is
funded with direct obligations of the United States of America, the debt ceiling of the
United States is such that the securities required to fund any portion of such deposit are
not available for delivery on the date of the delivery of the Bonds.
With respect to the condition described in subparagraph (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 its
termination rights thereunder.
8.Expenses
.
(a)The Underwriters shall be under no obligation to pay, and the Issuer shall
pay all 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,
Preliminary Official Statement, Official Statement and any amendment or supplement
thereto, (ii) the fees and disbursements of Bond Counsel and other counsel retained by
the Issuer, if any; (iii) the fees and disbursements of the Financial Advisor to the Issuer, if
any; (iv) the fees and disbursements of the Paying Agent/Registrar, the Escrow Agent and
the Verification Agent; (v) the fees and disbursements of engineers, accountants, and
other experts, consultants or advisers retained by the Issuer, if any; and (vi) all fees and
46222651.1
17
expenses in connection with obtaining bond ratings and credit enhancement fees or
premiums. The Issuer shall also pay for any expenses (included in the expense
component of the Underwriters’ discount) mutually agreed by the Issuer and the
Representative to be reasonably considered expenses of the Issuer and are incurred by the
Underwriters which are incidental to implementing this Agreement and the issuance of
the Bonds. The Issuer shall pay for any expenses (included in the expense component of
the Underwriters’ discount) incurred by the Underwriters on behalf of the Issuer in
connection with the marketing, issuance and delivery of the Bonds.
(b)The Issuer acknowledges that the Representative will pay from the
Underwriters’ expense allocation of the underwriting discount the applicable per bond
assessment charged by the Municipal Advisory Council of Texas, a non-profit
corporation whose purpose is to collect, maintain and distribute information relating to
issuing entities of municipal securities and of which the Underwriters are members.
(c)Except as provided for above, the Underwriters shall pay (i) the cost of
preparation and printing of this Agreement, the Blue Sky Survey and 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 them in connection with the public
offering of the Bonds, including the fees and disbursements of counsel retained by the
Underwriters. Certain payments may be in the form of inclusion of such expenses in the
expense component of the Underwriters’ discount.
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 or via facsimile at City of La Porte,
Texas, 604 W. Fairmont Parkway, La Porte, Texas 77571, Attention: City Manager; and, any
notice or other communication to be given to the Underwriters under this Agreement may be
th
given by delivering the same in writing to Coastal Securities, Inc., 920 Memorial City Way, 11
Floor, Houston, Texas 77024, Attention: Heath Barber.
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 any 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 law of the State of Texas.
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
46222651.1
18
jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions 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.
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
. Neither the Mayor, City Council, 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 Preliminary Official Statement
and the Official Statement, the conduct of the offering, and the purchase and sale of the Bonds.
\[signature page follows\]
46222651.1
19
If the Issuer agrees 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 letter
shall have been signed by or on behalf of each of the parties hereto.
Respectfully submitted,
CS,I.,as Representative of the
OASTALECURITIESNC
Underwriters
By:
Name:
Title:
Date:
APPROVED AND ACCEPTED as of the date hereof:
CLP,T
ITY OF AORTEEXAS
By:
Name:
Title:
Date and Time of Acceptance
Schedule I - List of Underwriters
Schedule II - Schedule of Terms
46222651.1
Execution Page to Purchase Agreement for
City of La Porte, Texas
General Obligation Refunding Bonds, Series 2014
Schedule I
List of Underwriters
Coastal Securities, Inc.
920 Memorial City Way, 11th Floor
Houston, Texas 77024
BOSC, Inc.
1401 McKinney, Suite 1000
Houston, Texas 77010
46222651.1
I-1
SCHEDULE II
$9,210,000*
City of La Porte, Texas
General Obligation Refunding Bonds, Series 2014
Interest Accrues From: Date of Delivery
Maturity Principal Interest Initial
(a)(b)
DateAmountRate Yield
09/15/2014 $ % %
03/15/2015
03/15/2016
03/15/2017
03/15/2018
03/15/2019
03/15/2020
03/15/2021
03/15/2022
03/15/2023
03/15/2024
03/15/2025
_____________________
* Preliminary, subject to change.
(a) The Bonds maturing on March 15, 2024 and thereafter are subject to optional redemption on March 15, 2023 or any date
thereafter at par plus accrued interest to the date of redemption.
(b) The initial reoffering prices or yields of the Bonds are furnished by the Underwriters and represent the initial offering prices
or yields to the public, which may be changed by the Underwriters at any time.
46222651.1
II-1
REQUEST FOR CITY COUNCIL AGENDA ITEMREQUEST FOR CITY COUNCIL AGENDA ITEM
March 24, 2014March 24, 2014AppropriationAppropriation
Agenda Date Requested:Agenda Date Requested:
N/A N/A
C. Alexander C. Alexander Source of Funds:Source of Funds:
Requested By:
Account Number:Account Number:
Administration Administration
Department:
Amount Budgeted:Amount Budgeted:
Report:Resolution:Resolution:Ordinance:Ordinance:
Amount Requested:Amount Requested:
Other:
Budgeted Item:Budgeted Item:YESYESNONO
Attachments :Attachments :
SUMMARY & RECOMMENDATIONSSUMMARY & RECOMMENDATIONS
As a follow up to the Council discussion regarding the truck study committee, this item has been placed on the As a follow up to the Council discussion regarding the truck study committee,
this item has been placed on the
agenda to allow the Council to make nominations and/or vote on nominations for the committee.agenda to allow the Council to make nominations and/or vote on nominations for the committee.
Action Required of Council:Action Required of Council:
None.
Approved for City Council AgendaApproved for City Council Agenda
Corby D. Alexander, City ManagerCorby D. Alexander, City ManagerDateDate
Council Agenda Item
March 24, 2014
9. (a)Receive report of La Porte Development Corporation Board Councilmember Engelken
***********************************************************************************
REQUEST FOR CITY COUNCIL AGENDA ITEMREQUEST FOR CITY COUNCIL AGENDA ITEM
March 24, 2014March 24, 2014AppropriationAppropriation
Agenda Date Requested:Agenda Date Requested:
Source of Funds:Source of Funds:
Traci Leach Traci Leach
Requested By:
Account Number:Account Number:
Administration Administration
Department:
Amount Budgeted:Amount Budgeted:
Report:Resolution:Resolution:Ordinance:Ordinance:
Amount Requested:Amount Requested:
Other:
Budgeted Item:Budgeted Item:YESYESNONO
Attachments :Attachments :
1. Report1. Report
SUMMARY & RECOMMENDATIONSSUMMARY & RECOMMENDATIONS
At the request of the City Council, staff is providing an update of delinquent taxes on properties within At the request of the City Council, staff is providing an update of delinquent
taxes on properties within
La Porte. The following reports are attached and are current through the end of February 2014:La Porte. The following reports are attached and are current through the end of February
2014:
Payments Received Payments Received
Percentages of each delinquency account type in relation to the total amount of delinquencies. Percentages of each delinquency account type in relation to the total amount of delinquencies.
Bankruptcies Bankruptcies
Delinquent Delinquent
Deferrals Deferrals
Partial Payments Partial Payments
Litigation Litigation
Partial Payments Partial Payments Partial Payments Partial Payments
Uncollectable accounts Uncollectable accounts
Struck off properties Struck off properties
Staff will be present to take note of any accounts that Council has questions about and will provide follow up as Staff will be present to take note of any accounts that Council has
questions about and will provide follow up as
necessary.
Action Required of Council:Action Required of Council:
None
Approved for City Council AgendaApproved for City Council Agenda
Corby D. Alexander, City ManagerCorby D. Alexander, City ManagerDateDate
Due to the volume of this report, a copy is
available for review in the City Secretary’s Office.
Council Agenda Item Council Agenda Item
March 24, 2014 March 24, 2014
10.ADMINISTRATIVE REPORTSADMINISTRATIVE REPORTS
City Council Meeting, Monday, April 14, 2014City Council Meeting, Monday, April 14, 2014
Fiscal Affairs Committee Meeting, Monday, April 28, 2014 Fiscal Affairs Committee Meeting, Monday, April 28, 2014
City Council Meeting, Monday, April 28, 2014City Council Meeting, Monday, April 28, 2014
Recognition Recognition --Councilmember Dottie Kaminski Councilmember Dottie Kaminski -- Finalist for Public Official of the YearFinalist for Public Official of the Year
11.COUNCIL COMMENTSCOUNCIL COMMENTS regarding matters appearing on the agenda; recognition of community regarding matters appearing on the agenda; recognition of community
members, city employees, and upcoming events; inquiry of staff regarding specific factual information members, city employees, and upcoming events; inquiry of staff regarding specific
factual information
or existing policies or existing policies Councilmembers Moser, Kaminski, Zemanek, Leonard, Engelken, Mosteit, Councilmembers Moser, Kaminski, Zemanek, Leonard, Engelken, Mosteit,
Clausen, Martin and Mayor RigbyClausen, Martin and Mayor Rigby
12.ADJOURNADJOURN
The City Council reserves the right to meet in closed session on any agenda item should the need 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 arise and if applicable pursuant to authorization by Title 5, Chapter 551, of the Texas
Government
Code (the Texas open meetings laws).Code (the Texas open meetings laws).
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