HomeMy WebLinkAboutO-1984-1398
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ORDINANCE NO. 1398
AN ORDINANCE CONSENTING TO THE
'ISSUANCE AND SALE OF BONDS BY COLLEGE VIEW
MUNICIPAL UTILITY DISTRICT
WHEREAS, Ordinance No. 768 passed and approved by
the City Commission on May 1, 1967, as amended by Ordinance
No. 768-A passed and approved by the City Commission on
July 20, 1970, among other things imposes certain'conditions
upon the bonds which may be issued and sold by certain
political subdivisions which are created within the area of
the extra-territorial jurisdiction of the City (the "City of
. La Portell); and
WHEREAS, College View Municipal Utility District
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(the "District") is one of such political subdivisions created
within the area of the City's extra-territorial jurisdiction,
and the District wishes to issue and sell $3,350,000 of its
Waterworks and Sewer System Combination Tax and Revenue Bonds,
Series 1984 (the IIBonds"), on terms and conditions which are
not strictly in accordance with the requirements of said
Ordinance; and
WHEREAS, by Ordinance No. 1393 passed and approved
by the City Council on December 28, 1983, the City annexed,
among other land, all of the territory embraced by the District
and proposes to ab~lish the District on or before March 27, 1984,
upon the occurrence of which latter event the City will take
over all properties, assets and functions of the District and
assume all of its debts, liabilities and obligations including
the Bonds; and
WHEREAS, the issuance and sale of the Bonds by the
District on the proposed terms and conditions is, satisfactory
and in the best interest of the City and the City desires to
consent to the issuance and sale of the Bonds; therefore
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ORDINANCE NO. l3~ PAGE 2
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE:
Section 1. That the City of La Porte hereby consents
to the issuance and sale by College View Municipal Utility
District of $3,350,000 of its Waterworks and Sewer System
Combination Tax and Revenue Bonds, Series 1984, substantially
in accordance with the terms and conditions set forth in the
proposed "Order Authorizing the Issuance and Sale of $3,350,000
Waterworks and Sewer System Combination Tax and Revenue Bonds,
Series 1984, and Authorizing an Agreement with the Paying
Agent/Registra.r" attached hereto as Exhibit A and hereby made
a part of this Ordinance; provided, however, the net effective
4It interest rate on such bonds, determined in accordance with the
provisions of Article 717k-2, V.T.C.S., as amended, shall not
exceed two percent (2%) above the average interest rate reported
by the Daily Bond Buyer in its weekly "Twenty Bond Index" in
its most recent issue published immediately prior to the date on
which said Order is adopted by the Board of Directors of College
View Municipal Utility District.
Section 2. That this Ordinance shall take effect
and be in full force immediately upon and after its adoption.
PASSED AND APPROVED on
1984.
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ATTEST:
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APPROVED:
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EXHIBIIA
ORDER AUTHORIZING THE ISSUANCE
AND SALE OF $3,350,000
WATERWORKS AND SEWER SYSTEM
COMBINATION TAX AND REVENUE BONDS, SERIES 1984
AND AUTHORIZING AN AGREEMENT WITH THE
PAYING AGENT/REGISTRAR
WHEREAS, College View Municipal utility District
(the "District") was organized pursuant to the provisions of
Section 59 of Article.XVI of the Constitution of Texas, by
special act, namely, Chapter 635, page 1,597, Acts 1967, of
the 60th Legislature of Texas, Regular Session, 1967, and
operates under Chapter 51 of the Texas Water Code, as amended;
and
WHEREAS, the District has outstanding bonds of
each of the following series, each payable from the net
revenues derived from operation of the District's waterworks
and sanitary sewer systems and from ad valorem taxes on all
~ taxable property within the District:
College View Municipal utility District
Waterworks and Sewer System Combination Tax
and Revenue Bonds, Series 1968, dated Septem-
ber I, 1968, issued in the original principal
amount of $800,000; and
College View Municipal utility District
Waterworks and Sewer System Combination Tax
and Revenue Bonds, Series 1970, dated Novem-
ber I, 1970, issued in the original principal
amount of $600,000; and
WHEREAS, it is provided in the proceedings authoriz-
1ng said outstanding bonds, and in such bonds, that the
District reserves the right to issue, inter alia, additional
combination tax and revenue bonds, and that such additional
bonds, when issued, shall be in all ways on a parity with
said outstanding bonds and may be secured by and payable
from a first lien on and pledge of the net revenues of said
waterworks and sanitary sewer systems in the same manner and
to the same extent as said outstanding bonds; and
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WHEREAS, $3,950,000 in maximum aggregate principal
amount of bonds of the District, including the bonds herein-
after authorized, were duly and favorably voted as required
by and in compliance with the Constitution and laws of the
State of Texas, at an election held in the District on the
22nd day of November, 1969; and
WHEREAS, the Board of Directors of the District
has previously authorized the issuance and sale of a first
installment of such voted bonds, designated as the District's
Waterworks and Sewer System Combination Tax and Revenue
Bonds, Series 1970, in the original principal amount of
$600,000; and
WHEREAS, the Board of Directors of the District
deems it necessary and desirable to proceed with the issuance
of a second installment of such bonds in the aggregate
principal amount of $3,350,000 in order to provide funds for
the purpose of purchasing and constructing extensions and
additions to the District's existing water and sanitary
sewer system and drainage system, representing all of the
remaining bonds authorized at the election held on November 22,
1969; therefore
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BE IT ORDERED BY THE BOARD OF DIRECTORS OF COLLEGE VIEW
MUNICIPAL UTILITY DISTRICT THAT:
Section 1. CERTAIN DEFINITIONS
When used in this Order, except in section 3, the
terms listed below shall have the meanings indicated opposite
each of them, unless otherwise expressly provided or unless
the context otherwise ,requires:
1.01. "Additional Bonds" shall mean the additional
bonds which the District expressly reserves the right to
issue in Sections 4.01 and 6 of this Order and any Additional
Bonds which may be issued in the future. When used in the
proper context, Additional Bonds may include Refunding
Bonds.
. 1.02. "Board of Directors" or "Board" shall mean
the governing body of the District.
1.03. "Bond" or "Bonds" shall mean any Bond or
all Bonds, as the case may be, of the issue of $3,350,000
College View Municipal Utility District Waterworks and Sewer
System COmbination Tax and Revenue Bonds, Series 1984, dated
as of February 15, 1984, authorized and issued pursuant to
this Order.
1.04. "Bond Fund" shall mean the District's
interest and sinking fund for the Bonds established by
Article VIII of the Order authorizing the issuance of the
District's Wa,terworks and Sewer System Combination Tax and
Revenue Bonds, Series 1968.
Texas.
1.05. "City" shall mean the City of La Porte,
1.06. "Construction Fund." The fund of the
District into which the balance of the proceeds of the sale
of the Bonds shall be placed, after payments into the Bond
Fund as provided in Sections 4.01 and 5.01 of this Order.
1.07. "De~artment" shall mean the Texas Department
of Water Resources, J.ncluding in appropriate cases the Texas
Water Commission and the Texas Water Development Board, and
any other public agency succeeding to its powers, rights,
privileges and functions.
1.08. "District" shall mean College View Municipal
utility District, and any other public agency succeeding to
the powers, rights, privileges and functions of the District
and, when appropriate, the Board of Directors of the District.
1.09. "Goverrunental Obligations" shall mean
direct obliga'tions of, or obligations the full and timely
payment of the principal of and interest on which are uncondi-
tionally guaranteed by the United States of America, which
are non-callable and which at the time of investment are
legal investments under the laws of the state of Texas for
the moneys proposed to be invested therein.
1.10. "Initial Bonds" shall mean the Bonds numbered
from R-l through R-20 as provided for in Sections 2.02 and
2.03 hereof.
1.11. "Outstanding Bonds" shall mean (a) the $800,000
original principal amount of the District's Waterworks and
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Sewer System Combination Tax and Revenue Bonds, Series 1968,
dated September 1, 1968, authorized and issued pursuant to
an Order adopted by the Board of Directors on September 13,
1968; and (b) the $600,000 original principal amount of the
District's Waterworks and Sewer System Combination Tax and
Revenue Bonds, Series 1970, dated November 1, 1979, authorized
and issued pursuant to an order adopted by the Board of
Directors on September 15, 1970.
1.12. "Paying Agent/Registrar" shall mean the
Paying Agent/Registrar for the Bonds specified in Section
2.08 of this Order, or its successor.
1.13. "Refunding Bonds" shall mean the bonds
which the District expressly reserves the right to issue J.n
section 6.03 of this Order for the purpose of refunding
Bonds, Additional Bonds or previously issued Refunding
Bonds.
1.14. "Special Project Bonds" shall mean bonds
which the District expressly reserves the right to issue in
section 6.02 of this Order.
1.15. "System" shall mean the plants, facilities
and improvements comprising the waterworks, sanitary sewer
and drainage system of the District which has been and will
be hereafter purchased, constructed or otherwise acquired,
together with any additions or extensions thereto or improve-
ments and replacements thereof, except the water and/or
sewer facilities which the District may purchase or acquire
with the proceeds of the sale of Special Project Bonds, so
long as such Special Project Bonds are outstanding, notwith-
standing that such facilities may be physically connected
with the System.
section 2. DESCRIPTION OF BONDS
The authorization and description of the Bonds and
designation of certain rights respecting the Bonds shall be
as follows:
2.01. Bond Amount, Name and Purpose. The District's
Bonds to be designated as "COLLEGE VIEW MUNICIPAL UTILITY
DISTRICT WATERWORKS AND SEWER SYSTEM COMBINATION TAX AND
REVENUE BONDS, SERIES 1984," are hereby authorized to be
issued and delivered in accordance with the Constitution and
laws of the State of Texas and as'duly and favorably voted
at an election held in the District on November 22, 1969, in
the principal amount of $3,350,000 for the purpose of purchas-
ing and constructing extensions and additions to the District's
existing water and sanitary sewer system.
2.02. Form, Numl;>ers, Date, and Denominations.
The Bonds shall be issued and delivered in fully registered
form without coupons, shall be dated as of February IS, 1984
(the "Initial Date"), and shall each be in denominations of
$5,000 or any integral multiple thereof (up to the maximum
principal amount of the Bonds maturing in the year involved).
Initially, there shall be twenty (20) Bonds (the "Initial
Bonds") numbered consecutively from R-1 through R-20 in
order of their maturity, each in the principal amount set
opposite the year of maturity in the schedule set forth in
section 2.03. Bonds registered and delivered in exchange
for any of the Initial Bonds surrendered for transfer or
exchange shall be numbered from R-21 upward in the order
that they are authenticated and delivered by the Paying
Agent/Registrar.
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2.03. Interest, Maturity and Payment. The Bonds
shall bear .interest (computed on the basis of a 360-day year
of twelve 30..day months) from the later of the Initial Date,
or the most recent date to which interest has been paid or
duly provided for, payable August 15, 1984, and each February 15
and August 15 thereafter until the principal sum is paid in
full. Payment of 'interest shall be made to the registered
owner of each Bond as shown on the Bond Register provided
for in Section 2.05 hereof as of the last business day of
the calendar month next preceding the interest payment date
by check or draft mailed by the Paying Agent/Registrar to
the address of each such owner as it appears on such Bond
Register on the date aforesaid. The Bonds shall mature and
become payable, sUbject to prior redemption in accordance
with the provisions of Section 2.04 hereof, on February 15
in each of the years and in the principal amount set forth
in the schedule below, and shall bear interest at the respec-
tive rates per annum set forth opposite the year of maturity
in said schedule, to-wit:
Year of Principal Interest
Maturity Amount Rate
1985 $150,000 ~
1986 150,000 _%
1987 150,000 %
_0
1988 150,000 ~
1989 150,000 ~
1990 150,000 %
_0
1991 175,000 ~
1992 175,000 %
_0
1993 175,000 _%
1994 175,000 _%
1995 175,000 %
_0
1996 175,000 _%
1997 175,000 _%
1998 175,000 _%
1999 175,000 _%
2000 175,000 %
_0
2001 175,000 _%
2002 175,000 %
_0
2003 175,000 ~
2004 175,000 _%
The principal of the Bonds shall be payable, without exchange
or collection charges, in any coin or currency of the United
States of America which, on the date of payment thereof, is
legal tender for the payment of debts due the United States
of America, upon their presentation and surrender as they
become due or at their earlier redemption date, if any, at
the principal office of the Paying Agent/Registrar.
2.04. Redemption of Bonds. The District reserves
the right to redeem in whole or from time to time in part,
all of the Bonds maturing in the years 1995 through 2004 on
February 15, 1994, or any interest payment date thereafter by
paying the principal thereof and accrued interest thereon.
The District shall, at least forty-five (45) days prior to
the date fixed for redemption (unless a shorter notice shall
be satisfactory to the Paying Agent/Registrar), notify the
Paying Agent/Registrar of such date and the principal amount
of Bonds of each maturity to be redeemed. If less than all
of the Bonds are to be redeemed, the particular Bonds within
each such maturity (in integral multiples of $5,000) shall
be selected by the Paying Agent/Registrar by lot. The
registered owner of any Bond, all or a portion of which has
been called for redemption, shall be required to present
such Bond to the Paying Agent/Registrar for payment of the
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principal of that portion of the Bond called for redemption;
provided, however, upon the surrender of any such Bond, the
District snaIL execute and the Paying Agent/Registrar shall
authenticate and deliver to the registered owner thereof a
new Bond or Bonds of the same maturity in an aggregate
principal amount equal to the unredeemed portion of the Bond
surrendered. Notice of redemption shall be given by mailing
a copy thereof by registered or certified mail at least
thirty (30) days prior to the date fixed for redemption to
the registered owner of each Bond to be redeemed in whole or
in part at the address of such owner on the Bond Register;
provided, however, that failure to give such notice, or any
defect therein, shall not affect the validity of the proceed-
ings for the redemption of any Bond or portion thereof with
respect to which no such failure or defect has occurred.
Any notice mailed as provided in this Section 2.04 shall be
conclusively presumed to have been duly given, whether or
not the registered owner receives the notice. Prior to the
date fixed for redemption, the District shall deposit, or
cause to be deposited, with the Paying Agent/Registrar, funds
sufficient to pay in full the principal of all Bonds or
portions thereof called for redemption, together with accrued
interest thereon to the redemption date. Any Bond or Bonds
duly called for redemption, due provision for the full payment
of which has been timely made, shall cease to bear interest
from and after the date fixed for redemption.
2.05. Transfers and Exchanges of the Bonds. The
District shall cause to be kept at the principal office of
the Paying Agent/Registrar a register (the IIBond Registerll)
in which, subject to such reasonable regulations as the
District and the Paying Agent/Registrar may prescribe,
registration of the Bonds and transfers of the Bonds shall
be made as provided herein. Upon surrender for transfer of
any Bond at the principal office of the Paying Agent/Registrar,
the District shall execute and the Paying Agent/Registrar
shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Bonds of the same
maturity, of any authorized denominations, bearing the same
rate of interest and of a like aggregate principal amount.
At the option of the registered owner of any Bond, it may be
exchanged for other Bonds of the same maturity, of any
authorized denominations, bearing the same rate of interest,
and of like aggregate principal amount, upon surrender of
the Bond to be exchanged at the principal office of the
Paying Agent/Registrar. Whenever any Bond is so surrendered
for exchange, the District shall execute, and the Paying
Agent/Registrar shall authenticate and deliver, the Bonds
which the registered owner of the Bond making the exchange
is entitled to receive. All Bonds issued upon any transfer
or exchange of any Bond shall be the valid obligations of
the District, evidencing the same debt, and entitled to the
same benefits under this Order, as the Bond surrendered upon
such transfer or exchange. Every Bond presented or sur-
rendered for transfer or exchange shall be duly endorsed, or
be accompanied by a written instrument of transfer in form
satisfactory to the Paying Agent/Registrar duly executed, by
the registered owner thereof or his attorney duly authorized
in writing. No service charge shall be made to the registered
owner for any' registration, transfer, or exchange of Bonds,
but the District or the Paying Agent/Registrar may require
payment of a sum sufficient to cover any tax or other govern-
mental charge that may be imposed in connection with any
transfer or exchange of Bonds. Neither the District nor the
Paying Agent/Registrar shall be required to transfer or
exchange any Bond during the period of fifteen (15) days
next preceding any interest payment date or to transfer or
exchange any Bond during the period commencing with the
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District's notice to the Paying Agent/Registrar that the
District intends to redeem such Bond or Bonds of the same
maturity arid ending on the date fixed for redemption of such
Bond or Bonds.
2.06. Ownership of the Bonds. The District, the
Paying Agent/Registrar and any other person may treat the
individual, firm or corporation in whose name any Bond is
registered on the Bond Register 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 District nor the Paying Agent/Registrar shall be bound
by any notice or knowledge to the contrary. All payments
made to any such person, firm or corporation deemed to be
the owner of any Bond in accordance with this Section 2.06
shall be valid and effectual and shall discharge the liability
of the District and the Paying Agent/Registrar to the extent
of the sums paid.
2.07. Execution of the Bonds. The Bonds shall be
executed on behalf of the District by the President or vice
President of the Board under the seal of the District attested
by the Secretary or Assistant Secretary of the Board. Each
such signature may be manually executed or placed in facsimile
on the Bonds, and the District's seal may be manually impressed,
printed or otherwise placed on the Bonds. Bonds receiving
the manual or facsimile signatures of individuals who were
at the time the duly elected or appointed officers of the
District shall be binding upon the District notwithstanding
such individuals or any of them shall cease to hold such
offices prior to the certification, registration, authenti-
cation or delivery of such Bonds or shall not have held such
office on the date of such Bonds, all as provided in the
Bond Procedures Act of 1981, as amended. The Initial Bonds,
each payable to the Purchaser named in Section 12.01 hereof,
shall be executed and submitted to the Attorney General of
Texas for approval, and thereupon certified by the Comptroller
of Public Accounts of the State of Texas by his manual
signature or by the manual signature of one of his deputies
thereunto duly authorized. No Bond authorized by this Order
shall be entitled to any right or benefit hereunder, or be
valid or obligatory for any purpose unless the Comptroller
of Public Acc:ounts of the State of Texas or his duly autho-
rized agent shall have executed a Registration Certificate
substantially in the form of the Registration Certificate of
Comptroller of Public Accounts set forth in Section 3.02
hereof or the Paying Agent/Registrar shall have executed a
Certificate of Authentication substantially in the form of
the certificate of Authentication of Paying Agent/Registrar
set forth in Section 3.03 hereof, and either such executed
certificate upon any Bond shall be conclusive evidence that
such Bond has been executed and delivered pursuant to this
Order.
2.08. Paying Agent/Re~istrar. The District
covenants at all times to mainta1n a Paying Agent/Registrar
for the Bonds meeting the qualifications herein set forth,
and subject to the remaining provisions of this Section 2.08
hereby appoints First City National Bank of Houston, Houston,
Texas, initially to serve in such capacity. The form, terms
and provisions of the proposed Areement between the District
and First city National Bank of Houston, Houston, Texas,
providing for such appointment, a draft of which is attached
to this Order as Exhibit A, are hereby approved in all
respects, and the President or Vice President and Secretary
or Assistant Secretary of the Board are hereby authorized
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and directed to execute and deliver an agreement substan-
tially in the form of such Agreement, with such changes
therein as."the officers executing the same shall, as evi-
denced by their signatures thereon, approve. The District
expressly reserves the right to appoint one or more successor
Paying Agent/Registrars by (1) filing with the Paying Agent/
Registrar then serving a certified copy of a resolution or
order giving notice of the termination of the District's
agreement with such Paying Agent/Registrar and appointing a
successor and (2) giving notice to all of the registered
owners of the Bonds and to the Municipal Advisory Council of
Texas or its successor. Every Paying Agent/Registrar appointed
hereunder shall at all times be a corporation organized and
doing business under the laws of the United states of America
or of any State, authorized under such laws to exercise
trust powers, and subject to supervision or examination by
Federal or state authority.
2.09. Mutilated, Lost, Destrored or Wrongfully
Taken Bonds. If (1) any mutilated Bond 1S surrendered to
the Paying Agent/Registrar, or (2) the District and the
Paying Agent/Registrar receive evidence to their satisfac-
tion of the destruction, loss, or theft of any Bond, and (a)
there is delivered to the District and the Paying Agent/
Registrar such security or indemnity as may be required by
them to save each of them harmless and (b) the District and
the Paying Agent/Registrar have no notice that such latter
Bond has been acquired by a bona fide purchaser, then and in
either such event the District shall execute and upon its
request the Paying Agent/Registrar shall register and deliver,
in exchange for or in lieu of any such mutilated, destroyed,
lost, or stolen Bond, a new Bond of the same maturity and of
like tenor, interest rate and principal amount, bearing a
number not contemporaneously outstanding. Upon the issuance
of any new Bond under this Section 2.09, the District may
require the payment by the registered owner thereof of a sum
sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Paying Agent/Registrar)
connected therewith. Every new Bond issued pursuant to this
Section 2.09 in lieu of any mutilated, destroyed, lost, or
stolen Bond shall constitute a replacement of the prior '
obligation of the District, whether or not the mutilated,
destroyed, lost, or stolen Bond shall be at the time enforce-
able by anyon,e, and shall be entitled to all the benefits of
this Order equally and ratably with all other outstanding
Bonds.
SECTION 3. FORM OF BONDS AND CERTIFICATES THEREON
The form of the Bonds, including the form of
Registration Certificate of the Comptroller of Public Accounts
of the State of Texas to be typed or printed on each of the
Initial Bonds only, and the form of certificate of Authenti-
cation of the Paying Agent/Registrar to be typed or printed
on all of the Bonds other than the Initial Bonds shall be,
respectively, substantially as follows:
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3.01. Form of Bond.
Registered ..
No. R-
Registered
$
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF HARRIS
COLLEGE VIEW MUNICIPAL UTILITY DISTRICT
WATERWORKS AND SEWER SYSTEM COMBINATION TAX AND REVENUE BOND
SERIES 1984
Interest Rate Due Initial Date CUSIP No.
February 15, February 15, 1984
College View Municipal Utility District, in the
County of Harris, State of Texas (the "District"), for value
received, hereby promises to pay to
or registered assigns, on the due date shown above, the sum
of DOLLARS,
and to pay interest thereon until paid, at the rate speci-
fied above, from the later of the Initial Date shown hereon
or the most recent date to which interest has been paid or
duly provided for, beginning August 15, 1984, and semi- .
annually thereafter on February 15 and August 15 of each
year until the principal sum shall have been paid, such
interest to be computed on the basis of a 360-day year of
twelve 30-day months. The principal of this Bond is payable
in lawful money of the United States of America, without
exchange or collection charges, at the the principal cor-
porate trust office of the Paying Agent/Registrar executing
the Certificate of Authentication appearing hereon, upon
presentation and surrender of this Bond. The interest on
this Bond payable on any interest payment date will be paid
to the person, firm or corporation in whose name this Bond
is registered at the close of business on the last day of
the calendar month next preceding such interest payment date
by check or draft dated as of the interest payment date and
mailed to such registered owner.
* * * * * * * * * *
(Additional provisions of the Bonds)
(To be printed or typed on the face of the
Initial Bonds and printed on the back
of all other Bonds)
THIS BOND is one of the series specified in its
title issued in the aggregate principal amount of $3,350,000
(the "Bonds") pursuant to an order (the "Bond Order") duly
adopted by the Board of Directors of the District for the
purpose of purchasing and constructing extensions and addi-
tions to the District's existing water and sanitary sewer
system, under and in the strict conformity with the Constitu-
tion and laws of the State of Texas, including without
limitation Chapter 635, page 1,597, Acts of the 60th Legisla-
ture of Texas, Regular Session, 1967, and Chapter 51 of the
Texas Water Code, as amended, and by authority of the bond
election held within the District on November 22, 1969.
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The District expressly reserves the right to issue
additional bonds on a parity in all respects with the Bonds,
the District's outstanding Waterworks and Sewer System
Combination Tax and Revenue Bonds, Series 1968 and the
District's Waterworks and Sewer System Combination Tax and
Revenue Bonds, Series 1970, in accordance with the terms and
conditions set forth in the Bond Order.
The Bonds, together with the District's outstanding
Waterworks and Sewer System Combination Tax and Revenue
Bonds, Series 1968 and the District's Waterworks and Sewer
Sy~tem Combination Tax and Revenue Bonds, Series 1970, are
payable (until all the territory within the District is
annexed, all properties and assets of the District are taken
over and all debts, liabilities and obligations of the
District, including this Bond, are assumed, by one or more
cities and the District is abolished pursuant to existing
Texas law) from the proceeds of an ad valorem tax levied
upon all taxable property within the District without limitation
as to rate or amount and are further payable from and secured
by a lien on and pledge of the net revenues from the operation
of the District's waterworks and sanitary sewer systems
after deduction of reasonable costs of administration,
efficient operation and adequate maintenance of the District's
service facilities, in the manner provided by section 5l.450(b)(3)
of the Texas Water Code, as amended. Reference is hereby
made to the Bond Order for a description of the covenants by
which the Bonds are secured, the respective rights there-
under of the registered owners of the Bonds and the District
and the terms upon which the Bonds are, and are to be,
authenticated. and delivered.
The District has reserved the right to redeem, in
whole or from time to time in part, all of the Bonds maturing
in the years 1995 through 2004 on February IS, 1994, or any
interest payment date thereafter by paying the principal
thereof and accrued interest thereon. If less than all of
the Bonds are to be redeemed, the District shall designate
the principal amount of Bonds of each maturity to be redeemed
and the Paying Agent/Registrar shall by lot designate the
particular Bonds to be redeemed within each maturity in
integral multiples of $5,000. At least 30 days' prior
notice of any such redemption shall be given by mail as
provided in the Bond Order. Any Bond or Bonds duly called
for redemption, due provision for the full payment of which
has been timely made, shall cease to bear interest from and
after the date fixed for redemption.
As provided in the Bond Order and subject to
certain limitations therein set forth, this Bond is transfer-
able on the Bond Register of the District, upon surrender of
this Bond for transfer at the principal office of the Paying
Agent/Registrar, duly endorsed, or accompanied by a written
instrument of transfer in form satisfactory to the Paying
Agent/Registrar duly executed, by the registered owner
hereof or his attorney duly authorized in writing, and
thereupon one or more new fully registered Bonds of the same
maturity, of authorized denominations, bearing the same rate
of interest and for the same aggregate principal amount will
be issued to the designated transferee or transferees.
Neither the District nor the Paying Agent/Registrar
shall be required (1) to transfer or exchange this Bond
during the period of fifteen (15) calendar days next preced-
ing any interest payment date or (2) to transfer or exchange
this Bond during the period commencing with the District's
notice to the Paying Agent/Registrar that the District intends
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to redeem this Bond or Bonds of the same maturity and ending
on the dat~ fixed for the redemption of such Bond or Bonds.
The District, the Paying Agent/Registrar and any
agent of either of them may treat the person, firm or corpora-
tion in whose name this Bond is registered as the owner
hereof for the purpose of receiving payment as herein provided
and for all other purposes, whether or not this Bond be
overdue, and neither the District, the Paying Agent/Registrar
nor any such agent shall be affected by notice or knowledge
to the contrary.
It is hereby certified, covenanted and represented
that all acts, conditions and things required to be performed,
exist or done precedent to or in the issuance of this Bond
in order to render the same a legal, valid and binding
obligation of the District have been performed, exist and
done in regular and due time, form and manner, as required
by law, and that the issuance of the Bonds does not exceed
any constitutional or statutory limitation. This Bond shall
be construed in accordance with and shall be governed by the
laws of the state of Texas.
* * * * * * * * * *
(Legend to be printed on the face of all
Bonds other than the Initial Bonds)
REFERENCE IS HEREBY MADE TO FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PRO-
VISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF
FULLY SET FORTH IN THIS PLACE.
* * * * * * * * * *
(Additional paragraph to be typed or
printed on Initial Bonds only)
This Bond shall not be entitled to any right or
benefit under the Bond Order, or be valid or become obli-
gatory for any purpose, unless the Comptroller of Public
Accounts of the State of Texas or his duly authorized agent
shall have executed the Certificate Registration of Comptroller
of Public Accounts endorsed hereon.
(Additional paragraph to be printed on the
face of all Bonds other than the Initial Bonds)
This Bond shall not be entitled to any right or
benefit under the Bond Order, or be valid or become obligatory
for any purpose, unless the Paying Agent/Registrar shall have
executed the Certificate of Authentication endorsed hereon.
* * * * * * * * * *
In witness whereof, this Bond has been signed by
the manual or facsimile signature of the President or Vice
President of the Board of Directors of the District and
attested by the manual or facsimile signature of the Secretary
or Assistant Secretary of the Board of Directors of the
District and the official seal of the District has been
manually impressed, printed or otherwise placed hereon.
COLLEGE VIEW MUNICIPAL UTILITY
DISTRICT
By
President, Board of Directors
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[District's Seal]
ATTEST:
Secretary, Board of Directors
3.02. Form of Registration Certificate of
Comptroller of Public Accounts.
(To be typed or printed on the Initial Bonds only)
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
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REGI STER NO. ............
THE STATE OF TEXAS
4It I fmREBY CERTIFY that there is on file and of
record in my office a certificate to the effect that the
Attorney General of the State of Texas has approved this
Bond, and further that this Bond has been registered this
day by me.
WITNESS my signature and seal of office this
.............................. .
...... ............ ............
Comptroller of Public Accounts
of the State of Texas
(SEAL)
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3.03. Form of Certificate of Authentication
of Paying Agent/Registrar.
(To be printed on all Bonds other than the Initial Bonds)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within
mentioned Bond Order.
FIRST CITY NATIONAL BANK OF
HOUSTON, as Paying Agent/
Registrar
Da ted: . . . . . . . . . . . . . . . . . . .
By. . . . . . . . . . . . . . . . . . . . . . . . . .
Authorized Signature
3.04. Form of Assignment.
ASSIGNMENT
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FOR VALUE RECEIVED the undersigned hereby sells,
assigns, and transfers unto (Print or typewrite name, address,
and zip code of transferee)...................................
. . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
..............................................................
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(Social Security or other identifying number:.................
................) the within Bond and all rights thereunder,
and hereby."irrevocably constitutes and appoints...............
..... ..................... ..... ...... ........ ............ .....
attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the
premises.
DATED:
.... ....... ...... ...... ... .....
In the presence of:
NOTICE: The signature on this
assignment must correspond with
the name of the registered owner
as it appears on the face of the
within Bond in every particular.
........ ....... ..... ...
Section 4. SECURITY OF BONDS
The Bonds are secured by and payable (until all
the territory within the District is annexed, all properties
and assets of the District are taken over and all debts,
liabilities and obligations of the District, including the
Bonds, are assumed by one or more cities and the District is
abolished pursuant to existing Texas law) from and are
secured by (i) the levy of a continuing, direct annual ad
valorem tax, without limit as to rate or amount, upon all
taxable property within the District; and (ii) a lien on and
pledge of the net revenues from the operation of the District's
waterworks and sanitary sewer systems after deduction of
reasonable costs of administration, efficient operation and
adequate mairltenance of the District's service facilities,
in the manner provided by Section 51.450(b)(3) of the Texas
Water Code, as amended, as follows:
4.01. Levy of Tax. While the Bonds, or any part
of the principal thereof or interest thereon, remain out-
standing and unpaid, there shall be levied, assessed and
collected in due time, form and manner an ad valorem tax on
all taxable property within the District, which tax shall be
sufficient to pay each installment on the principal of the
Bonds as it matures and each installment on the interest of
the Bonds as it accrues.
For the current year there is hereby levied, and
for each year thereafter while the Bonds, or any part of the
principal and interest thereof, are outstanding and unpaid,
there shall be and is hereby levied, an ad valorem tax upon
all taxable property within the District sufficient in
amount to pay the interest on the Bonds, together with an
additional a~Rlount to be placed in the sinking fund sufficient
to redeem and discharge such bonds at their maturity, full
allowance being made for delinquencies and cost of collection,
and such tax for the current year and each year thereafter
shall be assessed, collected and applied to the paYment of
interest on and principal of said bonds; provided that at
such time as the net revenues from the operation of the
District's waterworks and sanitary sewer system, after
payment of reasonable administration, operation and main-
tenance experlses, which net revenues are hereafter pledged
to the paYment of the Bonds, together with the money derived
from taxes, in the sinking fund may have accumulated a
surplus equal to the sum to be required in the succeeding
year to liquidate the interest and principal of the District's
bonds maturing in that year, the District's annual tax
levies may be lowered to produce not less than twenty-five
per centum (25%) of all bond maturities for such succeeding
year, until an actual experience of three successive years
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may demonstrate that the net revenues are wholly adequate to
protect the District's bonds as they mature; and at such
time the District's tax may be wholly abated, until further
experience may demonstrate the necessity again to exert the
District' taxing power in order to avoid default in the
payment of the District's said bonds as they mature.
4.02. Taxation for Benefit of Bonds by Annexing
c~ty. The obligations of the District to levy a tax without
lJ.mJ.t as to rate and amount on taxable property within the
District and to pledge and collect the net revenues from
operation of the System shall terminate when and if a city,
town or village annexes the District, takes over the proper-
ties of the District and assumes the debts, liabilities and
other obligations of the District and abolishes the District
and the annexing city, town or village shall be required to
provide for the payment of principal and interest on the
Outstanding Bonds, the Bonds and any Additional Bonds in the
manner now or hereafter required by law. Nothing contained
herein shall impair the bondholders' rights to full payment
of principal and interest on the Outstanding Bonds, the
Bonds and any Additional Bonds by requiring the levy of ad
valorem taxes within the District after annexation, if
necessary.
4.03. Incorporation of Certain Terms. Except
where inconsistent with the provisions of this Order, Sections
X and XI of the Bond Order adopted by the Board of Directors
,on September 13, 1968, ordering to be issued the District's
Waterworks and Sewer System Combination Tax and Revenue
Bonds, Series 1968, are hereby adopted by reference, and
same shall apply with equal force to the bonds ordered to be
issued by this Order as if said sections were fully set
forth herein.
Section 5. APPLICATION OF BOND PROCEEDS
Proceeds from the sale of the Bonds will be dis-
bursed in accordance with this Section.
5.01. Accrued Interest. Moneys received from the
purchasers of the Bonds representing accrued interest on the
Bonds from the Initial Date or the last interest payment
date to the date of their actual delivery shall be deposited
into the Bond Fund.
5.02. Interest During Construction. The Board
affirmatively finds that the period of construction of the
improvements described in Section 5.03 hereof will be not
less than six months from the date the Bonds are sold. To
establish an interest and sinking fund for the payment of
the interest during the first six months on the Bonds, there
is hereby appropriated and set aside out of the proceeds of
the sale of the Bonds an amount sufficient to pay said
interest during said period.
5.03. Construction Fund. The proceeds of the
sale of the Bonds, as received, after making the deposits
hereinbefore provided, shall be deposited into the Construc-
tion Fund and shall be used solely for the payment of the
expenses incidental to the issuance of the Bonds, including
fiscal, legal and engineering fees and expenses, and the
costs of the construction and/or purchase and acquisition of
the System, including without limitation the facilities,
plants, equipnlent, improvements and rights set forth in the
Engineer's Report filed in the office of the District,
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amounts due under contracts and expenses incidental to the
organization and administration of the District, all to the
extent autnorized or permitted under applicable law including
the Regulations' and orders of the Department.
5.04. Surplus Construction Funds. Any moneys
remaining in the Construction Fund after completion of the
entire System shall be deposited into ,the System Fund to be
used, subject to the regulations of the Department, by the
District in the same manner as other moneys in the System
Fund are used.
section 6. ADDITIONAL BONDS AND REFUNDING BONDS
In addition to the right to issue (i) bonds speci-
fied in Article X of the Bond Order of the District autho-
rizing its Waterworks and Sewer System Combination Tax and
Revenue Bonds, Series 1968, incorporated herein by reference;
and (ii) bonds of inferior liens, the District also makes
the following reservations:
6.01. Additional Bonds. The District expressly
reserves the right to issue in one or more installments for
the purpose of completing, repairing, improving, extending,
enlarging or replacing the System such unlimited tax bonds
or combination tax and revenue bonds as may hereafter be
authorized at subsequent elections. Such bonds may be in
all things on a parity with the Bonds and any previously
issued bonds of the District.
6.02. Special Project Bonds. The District further
reserves the right to issue bonds in one or more series or
installments for the purchase, construction, improvement,
extension,' replacement, enlargement or repair of water
and/or sewer facilities necessary under a contract or contracts
with persons, corporations, municipal corporations, political
subdivisions, or other entities, such bonds to be payable
from and secured by the proceeds of such contract or contracts.
The District further reserves the right to refund such
bonds.
6.03. Refunding Bonds. The District further re-
serves the right to issue bonds in one or more installments
to refund any Bonds and other outstanding bonds subject to
prior redemption if they have been called for redemption, or
any Bonds and other outstanding bonds the bearers or regis-
tered owners of which have consented to have refunded, and
the Refunding Bonds so issued shall enjoy complete equality
of lien with the portion of the bonds not refunded, if any
there be, and the Refunding Bonds so issued shall enjoy the
priority of lien that had been enjoyed by the bonds refunded.
Section 7. COVENANTS
The District covenants and agrees that, so long as
any of the Bonds are outstanding, it will:
7.01. Security for Funds. See that all funds of
the District are secured in the manner and to the fullest
extent required by law for the security of public funds and
that such funds shall be used only for the purposes and in
the manner permitted or required by this Order.
7.02. No Arbitrage. Make no use of the proceeds
of the Bonds which will cause the Bonds to be or become
"arbitrage bonds" within the meaning of Section l03(c) of
the Internal Revenue Code of 1954, as amended, or any regula-
tions promulgated thereunder or rulings pertaining thereto,
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and the District will otherwise comply with the pertinent
provisions of said Section 103(c) and such regulations and
rulings in.order that the Bonds will not be or become ar-
bitrage bonds thereunder.
Section 8. GENERAL COVENANTS AND REPRESENTATIONS
The District covenants and represents that:
8.01. Absence of Pledge of Income. Other than
the payment of the operation and maintenance expenses, the
Outstanding Bonds and the Bonds, the rents, revenues and
incomes of the System have not in any manner been pledged to
the payment of any debt or obligation of the District or the
System, and the System is free and clear of all encumbrances
whatsoever, except as hereinabove stated.
8.02. Power. It has lawful power to issue the
Bonds and has lawfully exercised said power under the
Constitution and laws of the State of Texas.
8.03. Ratable Security. The Bonds shall be
ratably secured in such manner that no one Bond shall have
preference over other Bonds.
8.04. Franchises, Permits. It has obtained or
will obtain or cause to be obtained and will comply with the
terms and conditions of all franchises, permits, and authori-
zations obtained from any other governmental agency applicable
to or necessary with respect to the System, and it will keep
all such franchises, permits, and authorizations in full
force and effect.
section 9. DEFAULT PROVISIONS
9.01. Remedies of Registered Owners. In addition
to all rights and remedies of any registered owner of the
Bonds provided by the laws of the State of Texas, the District
and the Board covenant and agree that in the event the
District defaults in the payment of the principal of or
interest on any of the Bonds when due, fails to make the
payments required by this Order to be made into the Bond
Fund, ,or defaults in the observance or performance of any of
the covenants, conditions or obligations set forth in this
Order, the registered owner of any of the Bonds shall be
entitled to a writ of mandamus issued by a court of proper
jurisdiction compelling and requiring the Board and other
officers of the District to observe and perform any covenant,
obligation or condition prescribed in this Order. No delay
or omission by any registered owner to exercise any right or
power accruing to him upon default shall impair any such
right or power, or shall be construed to be a waiver of any
such default or acquiescence therein, and every such right
or power may be exercised from time to time and as often as
may be deemed expedient. The specific remedies mentioned in
this Order shall be available to any registered owner of any
of the Bonds and shall be cumulative of all other existing
remedies.
9.02. Order is Contract. In consideration of
the purchase and the acceptance of the Bonds authorized to
be issued hereunder by those who shall hold the same from
time to time, the provisions of this Order shall be deemed
to be and shall constitute a contract between the District
and the regis.tered owners of the Bonds, and the covenants
and agreements herein set forth to be performed on behalf of
the District shall be for the equal benefit, protection and
security of the registered owners of any and all of the
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Bonds, all of which, regardless of the time or times of
their issu~ o~ maturity, shall be of equal rank without
preference; priority or distinction except as expressly
provided herein.
section 10. DEFEASANCE
10.01. Defeasance by Deposit. Any Bond shall be
deemed to be paid and shall no longer be considered to be a
"Bond" within the meaning of this Order when payment of the
principal of and interest on such Bond to maturity or to the
date fixed for redemption (notice of which shall have been
given or waived) shall have been made or provided for by
depositing with the Treasurer of the State of Texas or with
the Paying Agent/Registrar, (i) moneys sufficient to make
such payment or (ii) moneys and Governmental Obligations
certified by an independent public accounting firm of national
reputation to be of such maturities and interest payment
dates and to bear such interest as will, without further
investment of the principal thereof or the interest thereon,
be sufficient to make such payment, provided that all the
expenses pertaining to the Bonds with respect to which such
deposit is made shall have been paid or the payment thereof
provided for to the satisfaction of said State Treasurer or
the Paying Agent/Registrar, as the case may be. At such
times as a Bond shall be deemed to be paid hereunder, as
aforesaid, it shall no longer be entitled to the benefits of
this Order, except for the purposes of any such payment from
such moneys or Governmental Obligations. If money and/or
Governmental Obligations are deposited with the Paying
Agent/Registrar, sufficient to make such payment with respect
to some, but not all, of the Bonds, the District shall
designate the Bonds with respect to which such deposit is
made.
section 11. SUBMISSION AND REGISTRATION OF BONDS
11.01. Authoritf. The President of the Board of
Directors of the District J.S hereby authorized and directed
to submit, or cause to be submitted, the record of the
Bonds, and the Bonds, to the Attorney General of the State
of Texas for examination and approval and thereafter cause
the Bonds to be registered by the Comptroller of Public
Accounts of the State of Texas. Upon said registration of
the ,Bonds, said Comptroller of Public Accounts (or a deputy
designated in writing to act for said Comptroller) shall
manually sign the Comptroller's Registration certificate
prescribed herein to be printed and endorsed on each Bond,
and the seal of said Comptroller shall be impressed, printed,
or lithographed on each of the Bonds. The President and
Secretary of the Board of Directors and other appropriate
officers of the District are hereby further authorized and
directed to do any and all things necessary and/or convenient
to carry out the provisions of this Order.
Section 12. SALE OF BONDS
12.01. Sale of Bonds. The sale of the Bonds to
, being the best
bidd~r for the Bonds as a result of advertising and invita-
tions for competitive bids in compliance with State law, at
a price equal to the principal amount of the Bonds and
accrued interest to the date of delivery, plus a cash premium
of $ is hereby authorized, approved, ratified and
confirmed. The Board hereby finds and determines that the
net effective interest rate of the Bonds, as calculated
pursuant to Article 717k-2, V.A.T.C.S., as amended, is
%.
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section 13. MISCELLANEOUS PROVISIONS
13.01. Successors and Assigns. Whenever in this
Order the District is named and referred to it shall be
deemed to include its successors and assigns, and all cove-
nants and agreements in this Order contained by or on behalf
of the District shall bind and inure to the benefit of its
successors and assigns whether or not so expressed except to
the extent otherwise provided in this Order.
13.02. No Recourse Against District Officers. No
recourse shall be had for the payment of the principal of or
the interest on the Bonds or for any claim based thereon or
in this Order against any officer of the District or any
person executing the Bonds.
13.03. Paying Agent/Registrar May Own Bonds. The
Paying Agent/Registrar, in its individual or any other
capacity, may become the owner or pledgee of the Bonds with
the same rights it would have if it were not Paying Agent/
Registrar.
13.04. Legal Holidays. In any case where the
date of maturity of the principal of or interest on the
Bonds or the date fixed for redemption of any Bonds shall be
in the city of the principal office of the Paying Agent/
Registrar a legal holiday or a day on which banking institu-
tions are authorized by law to close, then payment of interest
or principal need not be made on such date but may be made
on the next succeeding day not a legal holiday or day on
which banking institutions are authorized by law to close in
such city with the same force and effect as if made on the
date of maturity or the date fixed for redemption and no
interest shall accrue for the period from and after such
date.
13.05. Benefits of Order Provision. Nothing in
this Order, expressed or implied, shall give or be construed
to give any person,. firm or corporation, other than the
District, the Paying Agent/Registrar, and the registered
owners of the Bonds, any legal or equitable right or claim
under or in respect of this Order or under any covenant,
condition or provision herein contained, all the covenants,
conditions an,d provisions contained in this Order being for
the sole benefit of the District, the Paying Agent/Registrar,
and 'the registered owners of the Bonds.
13.06. Interpretations. The titles and headings
of the Sections of this Order have been inserted for conve-
nience 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 and provisions hereof. This Order 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 herein authorized and the validity of
the taxes levied in payment thereof and the validity of the
lien on and pledge of the revenues from which the Bonds are
payable.
13.07. Effective Date of Resolution. This Order
shall take effect and be in full force and effect from and
after its passage.
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1984.
PASSED AND APPROVED this the 21st day of February,
ATTEST:
Secretary, Board of Directors,
College View Municipal
Utility District
(SEAL)
RHG: 96:D
President, Board of Directors,
College View Municipal
Utility District
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Exhibit A
BOND REGISTRAR AND
PAYING AGENT AGREEMENT
THIS AGREEMENT entered into as of
1984 (the "Agreement") by and between College View Municipal
utility District, a political subdivision of the State of
Texas located in Harris County, Texas (the "District"), and
First City National Bank of Houston, a national banking
association duly organized and existing under the laws of
the United States of America with its principal offices in
Houston, Texas (the "Bank");
WIT N E SSE T H:
WHEREAS, the District has duly authorized and
provided for the issuance of its Waterworks and Sewer System
Combination Tax and Revenue Bonds, Series 1984 (the "Bonds"),
in the aggregate principal amount of $3,350,000 to be issued
as regis'tered bonds without coupons; and
WHEREAS, all things necessary to make the Bonds
the valid obligations of the District, in accordance with
their terms, will be taken prior to the issuance and delivery
thereof; and
WHEREAS, the District is desirous that the Bank
serve as the agent of the District for the purpose of provid-
ing for the authentication, registration, ,transfer, exchange,
replacement and payment of the Bonds, all under and in
strict conformity with the Order of the District authorizing
the issuance and sale of the,Bonds and approving this Agree-
ment; and
WHEREAS, the Bank desires to serve as the District's
agent for the purposes listed above and to enter into and
perform its obligations under this Agreement;
NOW, THEREFORE, the District and the Bank hereby
agree as follows:
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ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Appointment.
The District hereby appoints the Bank to act as
Paying Agent/Registrar with respect to the Bonds, for the
purposes of (i) paying to the registered owners of the Bonds
the principal of and interest on all or any of the Bonds;
(ii) maintaining the Bond Register (as defined in section
4.01) in which shall be kept the names and addresses of the
registered owners the Bonds; and (iii) authenticating Bonds
~ issued pursuant to the Order authorizing the Bonds, all as
described in this Agreement.
The Bank hereby accepts such appointments, and
agrees to act as, the Paying Agent/Registrar with respect to
the Bonds, subject is the terms and conditions of this
Agreement.
section 1.02. Compensation.
As compensation for the Bank's services as Paying
Agent/Registrar, the District hereby agrees to pay the Bank
the fees and amounts set forth in Annex A hereto until
December 31, 1984 and thereafter the fees and amounts set
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forth in the Bank's current fee schedule then in effect for
services as Paying Agent/Registrar for municipalities, which
shall be supplied to the District on or before ninety days
prior to the close of each year, and shall be effective upon
the first day of the following year.
In addition, the District agrees to reimburse the
Bank upon its request for all reasonable expenses, disburse-
ments and advances incurred or made by the Bank in accordance
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with any of the provisions hereof (including the reasonable
compensation and the expenses and disbursements of its
agents and counsel).
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ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise
requires:
"Bank Office" means the principal corporate
trust office of the Bank as indicated on the
signature page hereof. The Bank will notify the
District in writing of any change in location of
the Bank Office.
"Bond Order" means the order of the Board of
Directors of the District adopted on February 21,
1984 authorizing the issuance and sale of the
Bonds, a certified copy of which has been delivered
to the Bank.
"District Request" and "District Order" mean
a written request or order signed in the name of the
District by the President or Vice President of the
Board of Directors of the District and delivered
to the Bank. '
"Responsible Officer" when used with respect
to the Bank means the Chairman or Vice-Chairman of
the Board of Directors, the Chairman or Vice-Chairman
of the Executive Committee of the Board of Directors,
the President, any Vice President, any Assistant
Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer,
the Cashier, any Assistant Cashier, any Trust
Officer or Assistant Trust Officer, or any other
officer of the Bank customarily performing functions
similar to those performed by any of the above
designated officers and also means, with respect
to a particular corporate trust matter, any other
officer to whom such matter is referred because of
his kno"7ledge of and familiarity with the particular
subject.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of the Bank as Paying Agent.
As Paying Agent, the Bank shall, provided adequate
funds have been provided to it for such purpose by or on
behalf of the District, pay on behalf of the District the
principal of the Bonds at their respective maturities,
whether at their stated maturities or upon acceleration of
maturity as provided in the Bond Order, to the registered
owner thereof upon surrender of the Bond to the Bank at the
Bank Office.
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As Paying Agent, the Bank shall, provided adequate
collected funds have been provided tu it for such purpose by
or on behalf of the District, pay on behalf of the District
the interest on the Bonds when due, by computing the amount
of interest to be paid each registered owner thereof, preparing
the checks and mailing them as specified in the Bond Order,
to such owners, addressed to their addresses appearing on
the Bond Register.
Section 3.02. Payment Dates.
The District hereby instructs the Bank to pay the
principal of and interest on the Bonds at the dates specified
in the Bond Order.
ARTICLE FOUR
REGISTRAR
section 4.01. Authentication, Transfer and Exchange.
The District shall keep at the Bank Office a
register (herein and in the Bond Order called the "Bond
Register") in which, sUbject to such reasonable written
regulations as the District may prescribe (which regulations
shall be furnished the Bank herewith or subsequent hereto by
District Order), the District shall provide for the registra-
tion of Bonds and of transfers of Bonds. The Bank agrees to
maintain the Bond Register while it is Registrar.
At any time and from time to time after the execu-
tion and delivery of this Agreement, any registered owner
may deliver to the Bank, for transfer or exchange, any Bonds
accompanied by instructions from such registered owner
designating the persons and authorized maturities and princi-
pal amounts to and in which such Bonds are to be transferred
or exchanged, and the Bank shall thereupon, within not more
than three (3) business days, authenticate and deliver such
Bonds, as provided herein, in the Bond Order and in such
instructions. Such Bonds shall be executed on behalf of the
District and shall be authenticated in the manner provided
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in the Bond Order. with respect to any Bond authenticated
and delivered. by the Bank hereunder, the Bank shall place
the date of authentication of such Bonds in the place pro-
vided for such date in the form of Bond.
All Bonds issued upon any transfer or exchange of
Bonds shall be the valid obligations of the District, evi-
dencing the same debt, and entitled to the same benefits
hereunder and under the Bond Order, as the Bonds surrendered
upon such exchange.
No service charge shall be made by the Bank to the
registered owner of a Bond or any transferee for any registra-
tion, transfer or exchange of Bonds, but the Bank shall
require payment by such registered owner thereof or trans-
feree(s) of a sum sufficient to cover any tax or other
governmental charge that may be imposed upon or be collectible
by the District or the Bank in connection with any such
transfer or exchange of Bonds. Every Bond surrendered for
transfer or exchange shall be duly endorsed or be accompanied
by a written instrument of transfer, the signature on which
has been guaranteed by an officer of a federal or state bank
or a member of the National Association of Securities Dealers,
Inc., in form satisfactory to the Bank, duly. executed by the
registered owner thereof or his attorney duly authorized in
writing.
The Bank may request any supporting documentation
it feels necessary to effect a transfer or re-registration.
Section 4.02. Certificates.
The District shall provide an adequate inventory
of Bond certificates to facilitate transfers. The Bank
covenants that it will maintain Bond certificates in safe-
keeping and will use reasonable care in maintaining such
certificates in safekeeping, which shall be not less than
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the care it maintains for debt securities of other govern-
ments or cOrporations for which it serves as registrar, or
which it maintains for its own securities.
4.03. Form of Bond Register.
The Bank as Registrar will maintain the records of
the Bond Register in accordance with the Bank's general
practices and procedures in effect from time to time. The
Bank shall not be obligated to maintain such Register in any
form other than those which the Bank has currently available
and currently utilizes at the time; provided, however, that
such form shall at all times be adequate to provide for an
accurate accounting of the entire principal amount of Bonds
maturing in each year of maturity, and to permit the tracing
of any Bond to one of the Initial Bonds (as such term is
defined in the Bond Order).
The Bond Register may be maintained in written
form or in any other form capable of being converted into
written form within a reasonable time.
Section 4.04. List of Registered Owners of Bonds.
The Bank will provide the District at any time
requested by the District, upon payment of the required fee,
a copy of the information contained in the Bond Register.
The District may also inspect the information in the Bond
Register at any time the Bank is customarily open for business,
provided that reasonable time is allowed the Bank to provide
an up-to-date listing or to convert the information into
written form.
The Bank will not release or disclose the content
of the Bond Register to any person other than, or at the
written reque,st of, the President or Vice President of the
Board of Directors of the District, except upon receipt of a
subpoena or court order. Upon receipt of a subpoena or
court order, or any notice relating to such a subpoena or
order or a hearing with respect thereto, the Bank will
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promptly notify the District so that the District may have
the opportunity to contest the subpoena or court order.
Section 4.05. Return of Cancelled Certificates.
The Bank will, in accordance with the written
instructions of the District, surrender to the District,
cancelled Bond certificates in lieu of which or in exchange
for which other Bonds have been issued, or which have been
paid.
Bonds.
Section 4.06. Mutilated, Destroyed, Lost, or Stolen
The District hereby instructs the Bank to deliver
4It and issue Bonds in exchange for or in lieu of mutilated,
destroyed, lost or stolen Bonds as long as the same does not
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result in an overissuance.
The Bank will issue and deliver a new Bond in
exchange for a mutilated Bond surrendered to it. The Bank
will issue a new Bond in lieu of a Bond for which it receives
written repre:sentation from the registered owner thereof
that the certificate representing such Bond is destroyed,
lost, or stolen, without the surrender or production of the
original certificate. The Bank will pay on behalf of the
District the principal of a Bond for which it receives
written representation such Bond is destroyed, lost or
stolen following the stated maturity or redemption of the
Bond, without the surrender or production of the original
certificate.
The Bank will not issue a replacement Bond or pay
such replacement Bond for a lost, stolen or destroyed Bond
unless there is delivered to the Bank such security or
indemnity as it may require (which may be by the Bank's
blanket bond) to save both the Bank and the District harmless.
On satisfaction of the Bank and the District, the
certificate number on the Bond Register will be cancelled
. with a notation that it has been mutilated, destroyed, lost
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or stolen and a new Bond will be issued of the same serJ.es
and of like tenor and principal amount bearing a number
(according to the Bond Register) not contemporaneously out-
standing.
The Bank shall charge the registered owner of the
Bond the Bank's fees and expenses in connection with issuing
a new Bond in lieu of or exchange for a multilated, destroyed,
lost or stolen Bond.
The District hereby accepts the Bank's current
blanket bond for lost, stolen, or destroyed certificates and
any future substitute blanket bond for lost, stolen, or
destroyed certificates that the Bank may arrange and that
has substantially the same coverage, and agrees that the
coverage under any such blanket bond is acceptable to it and
meets the District's requirements as to security or indemnity.
The blanket bond utilized for the purpose of lost, stolen or
destroyed Certificates by the Bank shall be available for
inspection by the District on request.
Section 4.07. Transaction Information to the
District.
The Bank will, within a reasonable time after
receipt of written request from the District, furnish the
District information as to interest and principal payments
it has made with respect to the Bonds, Bonds it has delivered
upon the transfer or exchange of any Bonds pursuant to
Section 4.01 and Bonds it has delivered in exchange for or
in lieu of mutiliated, destroyed, lost or stolen Bonds
pursuant to Section 4.06.
ARTICLE FIVE
THE BANI<
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set
forth herein and agrees to use reasonable care in the per-
formance thereof.
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section 5.02. Reliance on Documents, Etc.
(a)" The Bank may rely and shall be protected in
acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, note,
security, or other paper or document reasonably believed
by it to be genuine and to have been signed or presented
by the proper party or parties. The Bank shall not be
bound to make any investigation into the facts or
matters stated in a resolution, certificate, statement,
instrument, opinion, report, notice, request, direction,
consent, order, bond, note, security or other paper or
document supplied by the President or vice President of
the Board of Directors of the District.
(b) The Bank may consult with counsel, and the
written advice of such counselor any opinion of coun-
sel shall be full and complete authorization and protec-
tion with respect to any action taken, suffered or
omitted by it hereunder in good faith and in reliance
thereon.
(c) The Bank may exercise any of the powers
hereunder and perform any duties hereunder either
directly or by or through agents or attorneys of the
Bank.
Section 5.03. Recitals of the District.
The recitals contained herein and in the Bond
certificates, except the certificate of authentication of
the Bonds, shall be taken as the statements of the District,
and the Bank assumes no responsibility for their correctness.
Section 5.04. May Hold Bonds.
The Bank, in its individual or any other capacity,
may become the owner or pledgee of Bonds and may otherwise
deal with the District with the same rights it would have if
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it were not acting as the Paying Agent/Registrar or in any
other capacit~ hereunder.
Section 5.05. Moneys Held by Bank.
Money deposited by the District with the Bank for
payment of the principal (or redemption price) of or in-
terest on any Bonds shall be segregated from other funds of
the Bank and the District and shall be held in trust for the
benefit of the registered owners of the Bonds. All money
deposited with the Bank hereunder shall be secured in the
manner and to the fullest extent required by law for the
security of funds of the District. The Bank shall be under
no liability for interest on any funds received by it here-
under unless a District official directs the investment of
such funds, in which case such funds shall be so invested
and any interest earned thereon shall be paid or credited to
the District, unless otherwise agreed with the District.
Section 5.06. Indemnification.
The District agrees to indemnify the Bank for, and
hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, aris-
ing out of or in connection with the performance of its
duties hereunder, including the cost and expense (including
its counsel fees) of defending itself against any such claim
or liability in connection with the exercise or performance
of any of its powers or duties under this Agreement.
Section 5.07. Resignation and Removal.
The Bank may resign from its duties hereunder at
any time by giving not less than thirty (30) days' written
notice thereof to the District.
The Bank may be removed from its duties hereunder
at any time, with or without cause, by an order or resolu-
tion adopted by the Board of Directors of the District
designating a successor upon not less than thirty (30) days'
notice; provided, however, no such removal shall become
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effective until such successor shall have accepted the
duties of ,the. Bank hereunder by written instrument.
Upon the effective date of such resignation or
removal (or any earlier date designated by the District in
case of resignation) the Bank shall, upon payment of all its
fees, charge~, and expenses then due, transfer and deliver
to or upon the order of the District the Bond Register and
all other funds, records, Bonds and Bond certificates held
by it under this Agreement.
If the Bank shall resign or be removed, the District
shall by order or resolution of its Board of Directors
promptly appoint and engage a successor to fulfill the
obligations of the Bank hereunder, which appointment shall
be effective as of the effective date of the acceptance of
such duties by such successor. The District (or such successor
on behalf of the District) shall immediately give notice of
such substitution hereunder to the registered owners of all
Bonds then outstanding, including the name of such successor
and the address of its principal office.
Section 5.08. Merger, Conversion, Consolidation or
Succession.
Any corporation into which the Bank may be merged
or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consoli-
dated to whic.h the Bank shall be a party, or any corporation
succeeding to all or Substantially all of the corporate
trust business of the Bank shall be the successor of the
Bank hereunder without the execution or filing or any paper
or any furthe:r act on the part of either of the parties
hereto. In case any Bond(s) shall have been authenticated,
but not delivered, by the Bank then acting hereunder, any
such successor by merger, conversion or consolidation to
such authenticating Bank may adopt such authentication and
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deliver the Bond(s) so authenticated with the same effect as
if such successor Bank had authenticated such Bond(s).
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement
in writing signed by both of the parties hereto.
Section 6.02. ~ssignment.
This Agreement may not be assigned by either party
without the prior written consent of the other.
Section 6.03. Notices.
Any request, demand, authorization, direction,
notice, consent, waiver or other document provided or per-
mitted hereby to be given or furnished to the District or
the Bank shall be mailed or delivered to the District or the
Bank, respectively, at the addresses shown on the signature
page hereof.
Section 6.04. Effect of Headings.
The Article and Section headings are for conven-
ience only and shall not affect the construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the District
and the Bank shall bind their respective successors and
assigns, whether so expressed or not.
Section 6.06. Benefits of Agreement.
Nothing herein, express or implied, shall give to
any person, other than the parties hereto and their succes-
sors hereunder, any benefit or any legal or equitable right,
remedy or claim hereunder.
Section 6.07. Entire Agreement.
This Agreement and the Bond Order constitute the
entire agreeJnent between the parties hereto relative to the
Bank's acting as Paying Agent, Registrar and Authenticating
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Agent and if any conflict exists between this Agreement and
the Bond Order, the Bond Order shall govern.
Section 6.08. Counterparts.
This Agreement may be executed in any number of
counterparts, each which shall be deemed an original and all
of which shall constitute one and the same Agreement.
Section 6.09. Termination.
This Agreement will terminate on the date of final
payment by the Bank issuing its checks for the final payment
of principal and interest of the Bonds.
This Agreement may be earlier terminated upon
sixty days written notice by either party.
The provisions of section 1.02 and Article Five
shall survive, and remain in full force and effect following
the termination of this Agreement.
section 6.10. Governing Law.
This Agreement shall be construed 1n accordance
with and governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
COLLEGE VIEW MUNICIPAL
UTILITY DISTRICT
BY
President, Board of Directors
[SEAL]
Attest:
Address: 8610 Bandridge
La Porte, Texas 77571
Secretary, Board of
Directors
FIRST CITY NATIONAL BANK OF
HOUSTON
BY
Title:
[SEAL]
Attest:
Address: 2 Houston Center,
Lower Level
Houston, Texas 77002
Title:
RHG:96:E
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