HomeMy WebLinkAboutORD 1968 Authorizing the Issuance of Permanent Improvement Refunding Bonds Series 2013Gi ='..ai 11411
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS §
COUNTY OF HARRIS §
CITY OF WEST UNIVERSITY PLACE §
I, the undersigned City Secretary of the City of West University Place, Texas (the
"City "), DO HEREBY CERTIFY as follows:
1. That on the 25th day of February, 2013, the City Council of the City (the
"Council ") convened in regular session (the "Meeting ") at its regular meeting place in the City
Hall of the City; the duly constituted members of the Council being as follows:
Robert A. Fry, Jr. Mayor
Susan Sample Mayor Pro Tent
Ed Heatheott Councilmember
Joan Johnson Councilmember
Dick Yehle Councilmember
all of such persons were present at the Meeting, except for thus
constituting a quorum. Among other business considered at the Meeting, the attached ordinance
(the "Ordinance ") entitled:
AN ORDINANCE AUT'HORI'ZING THE ISSUANCE OF "CITY OF WEST
UNIVERSITY PLACE, TEXAS, PERMANENT IMPROVEMENT
REFUNDING BONDS, TAXABLE SERIES 2013 "; LEVYING AN AD
VALOREM TAX; APPROVING AN OFFICIAL STATEMENT,
AUTHORIZING THE EXECUTION OF A BOND PURCHASE
AGREEMENT, PAYING AGENCY AGREEMENT; AN ESCROW
AGREEMENT AND OTHER MATTERS IN CONNECTION
THEREWITH
was introduced and submitted to the Council for passage and adoption. After presentation and
due consideration of the Ordinance, and upon a motion duly made and seconded, the Ordinance
was finally passed and adopted by the Council to be effective immediately by the following vote:
C voted "For" D voted "Against" 0 abstained
all as shown in the official minutes of the Council for the Meeting.
2. That the Ordinance is a true, full, and correct copy of the original on file in the
official records of the City; said Ordinance has been duly recorded in said Council's minutes of
said Meeting; the above and foregoing paragraph is a true, full and correct excerpt from said
Council's minutes of said Meeting pertaining to the passage of said Ordinance; that the duly
qualified and acting members of the Council on the date of the Meeting are those persons shown
above and, according to the records of my office, advance notice of the time, place, and purpose
of the Meeting was given to each member of the Council; and each of said members consented,
00132782
in advance, to the holding of said Meeting for such purpose; and that the Meeting and the
deliberation of the aforesaid public business was open to the public and written notice of the
Meeting, including the subject of the Ordinance, was posted and given in advance thereof in
compliance with the provisions of Chapter 551, Texas Government Code, as amended.
3. That the Mayor of said City has approved and hereby approves the aforesaid
Ordinance and that the Mayor and City Secretary of said City have duly signed said Ordinance.
4. That the Ordinance has not been modified, amended or repealed and is in full
force and effect.
IN WITNESS WHEREOF, I have hereunto signed my name officially and affixed the
seal of the City, this the 25th day of February, 2013. n ^
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00132782
City Secretary 40
City of West University Place, Texas
ORDINANCE NO. 1968
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WEST
UNIVERSITY PLACE, TEXAS AUTHORIZING THE ISSUANCE OF "CI'T'Y
OF WEST UNIVERSITY PLACE, TEXAS, PERMANENT IMPROVEMENT
REFUNDING BONDS, TAXABLE SERIES 2013`; SPECIFYING THE TERMS
AND FEATURES OF SAID BONDS; ESTABLISHING CERTAIN
PARAMETERS FOR THE SALE OF SAID BONDS; AND ENACTING
PROVISIONS INCIDENT AND RELATED TO THE ISSUANCE, DELIVERY,
PAYMENT OF, AND SECURITY FOR SUCH BONDS.
WHEREAS, the City of West University Place, Texas (herein referred to as the "City "),
has duly issued the following stated maturities of the following series of obligations (the
"Refunded Bonds "), and the following principal amounts thereof presently remain outstanding:
City of West University Place, Texas, Permanent Improvement
Refunding Bonds, Series 2005, maturing in the years 2016, 2019,
and 2020, and now outstanding in the principal sum of ....................... $14,980,000
WHEREAS, the City Council of the City (the "City Council ") has determined that
general obligation refunding bonds should be issued in an amount sufficient to discharge and
make final payment of the principal of and interest on the Refunded Bonds in advance of their
respective maturities in order to achieve a present value debt service savings; and
WHEREAS, the City is empowered by Chapter 1207, Texas Government Code, as
amended to issue the refunding bonds hereinafter authorized for such purposes; and
WHEREAS, pursuant to Chapter 1207, Texas Government Code, as amended, the City
Council desires to delegate the authority to effect the sale of the Bonds to a Pricing Committee
(the "Pricing Committee ") to be composed of the Mayor, City Manager and Finance Director of
the City.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF WEST UNIVERSITY PLACE, TEXAS:
SECTION 1: Authorization - Desi$znation - Principal Amount - Purpose. General
obligation refunding bonds of the City shall be and are hereby authorized to be issued in the
aggregate principal amount not to exceed $20,000,000 to be designated and bear the title "CITY
OF WEST UNIVERSITY PLACE, TEXAS, PERMANENT IMPROVEMENT REFUNDING
BONDS, TAXABLE SERIES 2013" (the "Bonds "), for the purpose of providing funds to refund
the Refunded Bonds, and to pay costs incurred in connection with the issuance of the Bonds,
pursuant to and in conformity with the Constitution and laws of the State of Texas, including
particularly, but not by way of limitation, Chapter 1207, Texas Government Code, as amended.
SECTION 2: Fully Registered Obligations - Dated Date - Authorized Denominations -
Stated Maturities - Interest Rates. The Bonds shall be issued as fully registered obligations only,
shall be dated as set out in the Officers' Pricing Certificate (the "Dated Date "), shall be in
denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and shall
become due and payable on February I in each of the years and in principal amounts (the "Stated
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Maturities ") and bear interest at the rate(s) per annum in accordance with the schedule set forth
in the Officers' Pricing Certificate. Interest on the Bonds shall be payable on the dates and as
specified in the Officers' Pricing Certificate (each an "Interest Payment Date ").
SECTION 3: Selling and Delivering the Bonds. As authorized by Section 1207.007,
Texas Government Code, as amended, the Mayor, Chair of the Pricing Committee of the City, is
hereby authorized to execute an Officers' Pricing Certificate setting forth the price at which the
Bonds will be sold, the issuance date and initial interest payment date for the bonds, the form in
which the Bonds shall be issued (whether as current interest bonds or as any combination of
current interest bonds, compound interest bonds and deferred interest bonds), the years in which
the Bonds will mature, the principal amount to mature in each of such years, the rate of interest
to be borne by each such maturity, the dates, prices and terms upon and at which the Bonds shall
be subject to redemption prior to maturity at the option of the City, as well as any mandatory
sinking fund redemption provisions for the 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 Bonds, all of which shall be specified in the Officers' Pricing
Certificate; provided that:
(i) none of the Bonds shall bear interest at a rate greater than 15% per
annum or in excess of the maximum rate allowed by Chapter 1204,
Texas Government Code, as amended;
(ii) the sum of the principal amounts of the Bonds, must be sufficient to
provide, after all original issue discount and underwriters discount,
amounts necessary to fund the costs and expenses of refunding the
Refunded Bonds and the estimated costs of issuance of the Bonds; and
(iii) the net present value savings in debt service resulting from the
issuance of the Bonds shall be at least 3 %, as shown by a table of
calculations prepared by the City's Financial Advisor and attached to
the Officers' Pricing Certificate.
Upon execution of the Officers' Pricing Certificate, the Mayor and City Secretary, or
either one of them individually, shall be authorized to execute and attest such documents as may
be necessary to effectuate the intent of the Officers' Pricing Certificate, including without
limitation, execution of a Bond Purchase Agreement, or acceptance of bid form, having such
terms as specified in the Officers' Pricing Certificate.
SECTION 4: Terms of Payment - Paving Agent/Registrar. The principal of, premium,
if any, and the interest on the Bonds, due and payable by reason of maturity, redemption or
otherwise, shall be payable only to the registered owners or holders of the Bonds (hereinafter
called the "Holders ") appearing on the registration and transfer books maintained by the Paying
Agent /Registrar and the payment thereof shall be in any coin or currency of the United States of
America, which at the time of payment is legal tender for the payment of public and private
debts, and shall be without exchange or collection charges to the Holders.
The selection and appointment of The Bank of New York Mellon Trust Company, N. A.,
in Dallas, Texas, to serve as Paying Agent/Registrar for the Bonds is hereby approved and
confirmed. Books and records relating to the registration, payment, transfer and exchange of the
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Bonds (the "Security Register ") shall at all times be kept and maintained on behalf of the City by
the Paying Agent/Registrar, as provided herein and in accordance with the terms and provisions
of a "Paying Agent/Registrar Agreement," substantially in the form attached hereto as Exhibit
"A,_ and such reasonable rules and regulations as the Paying Agent /Registrar and the City may
prescribe. The Mayor and City Secretary are authorized to execute and deliver such Agreement
in connection with the delivery of the Bonds. The City covenants to maintain and provide a
Paying Agent/Registrar at all times until the Bonds are paid and discharged, and any successor
Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity
qualified and authorized to serve in such capacity and perform the duties and services of Paying
Agent/Registrar. Upon any charge in the Paying Agent /Registrar for the Bonds, the City agrees
to promptly cause a written notice thereof to be sent to each Holder by the United States Mail,
first class postage prepaid, which notice shall also give the address of the new Paying
Agent /Registrar.
Principal of and premium, if any, on the Bonds shall be payable at the Stated Maturities
or the redemption thereof, only upon presentation and surrender of the Bonds to the Paying
Agent/Registrar at its designated offices in Houston, Texas (the "Designated Payment/Transfer
Office "). Interest on the Bonds shall be paid to the Holders whose name appears in the Security
Register at the close of business on the Record Date (the fifteenth day of the month next
preceding each interest payment date) and shall be paid by the Paying Agent /Registrar (i) by
check sent United States Mail, first class postage prepaid, to the address of the Holder recorded
in the Security Register or (ii) by such other method, acceptable to the Paying Agent /Registrar,
requested by, and at the risk and expense of, the Holder. If the date for the payment for the
principal of or interest on the Bonds shall be Saturday, Sunday, a legal holiday, or a day on
which banking institutions in the City where the Designated Payment/Transfer Office of the
Paying Agent /Registrar is located is authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
holiday, or day on which banking institutions are authorized to close; and payment on such date
shall have the same force and effect as if made on the original date payment was due.
In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30)
days thereafter, a new record date for such interest payment (a "Special Record Date ") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date) shall
be sent at least five (5) business days prior to the Special Record Date by United States Mail,
first class postage prepaid, to the address of each Holder appearing on the Security Register at
the close of business on the last business day next preceding the date of mailing of such notice.
SECTION 5: Redemption.
(a) Optional and Mandatory Redemption. The Bonds shall be subject to optional and
mandatory redemption as specified in the Officers' Pricing Certificate.
(b) Exercise of Redemption Option. At least forty -five (45) days prior to a
redemption date for the Bonds (unless a shorter notification period shall be satisfactory to the
Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to
redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date of
0012M 19 2
redemption therefor. The decision of the City to exercise the right to redeem Bonds shall be
entered in the minutes of the governing body of the City.
(c) Selection of Bonds for Redemption. If less than all Outstanding Bonds of the
same Stated Maturity are to be redeemed on a redemption date, the paying Agent/Register shall
treat such Bonds as representing the number of Bonds Outstanding which is obtained by
dividing the principle amount of such Bonds by $5,000 and shall select the Bonds, or principal
amount thereof, to be redeemed within such Stated Maturity by lot.
(d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date
for the Bonds, a notice of redemption shall be sent by United States Mail, first class postage
prepaid, in the name of the City and at the City's expense, to each Holder of a Bond to be
redeemed in whole or in part at the address of the Holder appearing on the Security Register at
the close of business on the business day next preceding the date of mailing such notice, and
any notice of redemption so mailed shall be conclusively presumed to have been duly given
irrespective of whether received by the Holder.
All notices of redemption shall (i) specify the date of redemption for the Bonds,
(ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be
redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state
that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due
and payable on the redemption date specified, and the interest thereon, or on the portion of the
principal amount thereof to be redeemed, shall cease to accrue from and after the redemption
date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount
thereof to be redeemed, shall be made at the Designated Payment /Transfer Office of the Paying
Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject
by its terms to prior redemption and has been called for redemption and notice of redemption
thereof has been duly given as hereinabove provided, such Bond (or the principal amount thereof
to be redeemed) shall become due and payable and interest thereon shall cease to accrue from
and after the redemption date therefor; provided moneys sufficient for the payment of such Bond
(or the principal amount thereof to be redeemed) at the then applicable redemption price are held
for the purpose of such payment by the Paying Agent/Registrar.
SECTION 6: Registration - Transfer/Exchange of Bonds - Predecessor Bonds. The
Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and
address of each and every owner of the Bonds issued under and pursuant to the provisions of this
Ordinance, or if appropriate, the nominee thereof. Any Bond may be transferred or exchanged
for Bonds of other authorized denominations by the Holder, in person or by his duly authorized
agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied
by a written instrument of transfer or request for exchange duly executed by the Holder or by his
duly authorized agent, in form satisfactory to the Paying Agent/Registrar.
Upon surrender of any Bond (other than the Initial Bonds authorized in Section 9 hereof)
for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying
Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees,
one or more new Bonds of authorized denominations and having the same Stated Maturity and of
a like aggregate principal amount as the Bond or Bonds surrendered for transfer.
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At the option of the Holder, Bonds (other than the Initial Bonds authorized in Section 9
hereof) may be exchanged for other Bonds of authorized denominations and having the same
Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the
Bonds surrendered for exchange, upon surrender of the Bonds to be exchanged at the Designated
Payment/Transfer Office of the Paying Agent/Registrar. Whenever any Bonds are surrendered
for exchange, the Paying Agent/Registrar shall register and deliver new Bonds to the Holder
requesting the exchange.
All Bonds issued in any transfer or exchange of Bonds shall be delivered to the Holders
at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United
States Mail, first class postage prepaid to the Holders, and, upon registration and delivery
thereof, the same shall be the valid obligations of the City, evidencing the same obligation to
pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered in such
transfer or exchange.
All transfers or exchanges of Bonds pursuant to this Section shall be made without
expense or service charge to the Holder, except as otherwise herein provided, and except that the
Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange
of any tax or other government charges required to be paid with respect to such transfer or
exchange.
Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are
hereby defined to be "Predecessor Bonds," evidencing all or a portion, as the case may be, of the
same obligation to pay evidenced by the new Bond or Bonds registered and delivered in the
exchange or transfer therefor. Additionally, the term "Predecessor Bonds" shall include any
mutilated, lost, destroyed, or stolen Bond for which a replacement Bond has been issued,
registered and delivered in lieu thereof pursuant to the provisions of Section 12 hereof and such
new replacement Bond shall be deemed to evidence the same obligation as the mutilated, lost,
destroyed, or stolen Bond.
Neither the City nor the Paying Agent/Registrar shall be required to issue or transfer to an
assignee of a Holder any Bond called for redemption, in whole or in part, within 45 days of the
date fixed for the redemption of such Bond; provided, however, such limitation on transferability
shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond called
for redemption in part.
SECTION 7: Book -Entry Only Transfers and Transactions. Notwithstanding the
provisions contained in Sections 4, 5, and 6 hereof relating to the payment, and
transfer /exchange of the Bonds, the City hereby approves and authorizes the use of "Book -Entry
Only" securities clearance, settlement and transfer system provided by The Depository Trust
Company (DTC), a limited purpose trust company organized under the laws of the State of New
York, in accordance with the operational arrangements referenced in the Blanket Issuer Letter of
Representation, by and between the City and DTC (the "Depository Agreement').
Pursuant to the Depository Agreement and the rules of DTC, the Bonds shall be
deposited with DTC who shall hold said Bonds for its participants (the "DTC Participants ").
While the Bonds are held by DTC under the Depository Agreement, the Holder of the Bonds on
the Security Register for all purposes, including payment and notices, shall be Cede & Co., as
5
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nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Bond
(the 'Beneficial Owners ") being recorded in the records of DTC and DTC Participants.
In the event that DTC determines to discontinue serving as securities depository for the
Bonds or otherwise ceases to provide book -entry clearance and settlement of securities
transactions in general or the City determines that DTC is incapable of properly discharging its
duties as securities depository for the Bonds, the City covenants and agrees with the Holders of
the Bonds to cause Bonds to be printed in definitive form and provide for the Bonds to be issued
and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter the
Bonds in definitive form shall be assigned, transferred and Exchanged on the Security Register
maintained by the Paying Agent/Registrar and payment of such Bonds shall be made in
accordance with the provisions of Sections 4, 5, and 6 hereof.
SECTION 8: Execution - Registration. The Mayor is authorized and directed to execute
and the City Secretary is authorized to attest the Initial Bond in the name of Cede & Co. The
Bonds shall be executed on behalf of the City by the Mayor under its seal reproduced or
impressed thereon and countersigned by the City Secretary. The signature of said officers on the
Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of
individuals who are or were the proper officers of the City on the Bond Date shall be deemed to
be duly executed on behalf of the City, notwithstanding that such individuals or either of them
shall cease to hold such offices at the time of delivery of the Bonds to the initial purchaser(s) and
with respect to Bonds delivered in subsequent exchanges and transfers, all as authorized and
provided in V.T.C.A., Government Code, Chapter 1201.
No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or
obligatory for any purpose, unless there appears on such Bond either a certificate of registration
substantially in the form provided in Section 10C, manually executed by the Comptroller of
Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration
substantially in the form provided in Section IOD, manually executed by an authorized officer,
employee or representative of the Paying AgentlRegistrar, and either such certificate duly signed
upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been
duly certified, registered and delivered.
SECTION 9: Initial Bond. The Bonds herein authorized shall be initially issued as one
fully registered bond for each year of stated maturity, registered in the name of the Purchaser or
the designee thereof, in the applicable principal amount and denomination and to be numbered
consecutively from R -I and upwards; however the initial bond shall be issued as one fully
registered bond in the total principal amount of the entire series of Bonds, shall be numbered T -1
and shall be registered in the name of the Purchaser or the designee thereof (the "Initial Bond ").
The Initial Bond shall be submitted to the Office of the Attorney General of Texas for approval,
certified and registered by the Comptroller of Public Accounts of the State of Texas, and, upon
completion (noting the date of its initial delivery) and execution of the 'Registration Certificate
of the Paying Agent/Registrar," delivered to the purchaser. Any time after the delivery of the
Initial Bond, the Paying Agent/Registrar, pursuant to written instructions from the purchaser, or
the designee thereof, shall cancel the Initial Bond delivered hereunder and exchange therefore
definitive bonds numbered R -1 and upwards in the authorized denominations, Stated Maturities,
principal amounts and bearing applicable interest rates for transfer and delivery to the Registered
Owners named at the addresses identified therefore; all pursuant to and in accordance with such
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written instructions from the purchaser, or the designee thereof, and such other information and
documentation as the Paying Agent/Registrar may reasonably require. The Initial Bond shall be
registered in the name of Cede & Co. Except as provided in Section 9 hereof, all other Bonds
shall be registered in the name of Cede & Co., as nominee of DTC.
SECTION 10: Forms.
(a) Forms Generally. The Bonds, the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar,
and the form of Assignment to be printed on each of the Bonds, shall be substantially in the
forms set forth in this Section with such appropriate insertions, omissions, substitutions, and
other variations as are permitted or required by this Ordinance and may have such letters,
numbers, or other marks of identification (including identifying numbers and letters of the
Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including insurance legends in the event the
Bonds, or any maturities thereof, are purchased with insurance and any reproduction of an
opinion of counsel) thereon as may, consistently herewith, be established by the City or
determined by the officers executing such Bonds as evidenced by their execution. Any portion
of the text of any Bonds may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Bond.
The definitive Bonds and the Initial Bond(s) may be printed, lithographed, or engraved,
typewritten, photocopied or otherwise reproduced in any similar manner, all as determined by
the officers executing such Bonds as evidenced by their execution thereof.
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(b) Form of Definitive Bond.
REGISTERED
NO.
REGISTERED
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WEST UNIVERSITY PLACE, TEXAS
PERMANENT IMPROVEMENT REFUNDING BONDS, TAXABLE, SERIES 2013
Dated Date: Interest Rate: Stated Maturity: CUSIP NO.:
*
12013
Registered Owner:
Principal Amount:
DOLLARS
The City of West University Place, Texas (hereinafter referred to as the "City "), a body
corporate and political subdivision in the County of a Harris, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, on the Stated Maturity Date specified above the
Principal Amount hereinabove stated (or so much thereof as shall not have been paid upon prior
redemption) and to pay interest on the unpaid principal amount hereof from the Dated Date at the
per annum rate of interest specified above computed on the basis of a 360 -day year of twelve 30-
day months; such interest accrues from the Dated Date and is payable on February 1 and
August 1 in each year, commencing * 1, 2013. Principal of this Bond is payable on its
Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at
the Designated Payment/Transfer Office of the Paying Agent /Registrar executing the registration
certificate appearing hereon, or its successor. Interest is payable to the registered owner of this
Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced)
whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the
close of business on the "Record Date ", which is the fifteenth day of the month next preceding
each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check
sent United States Mail, first class postage prepaid, to the address of the registered owner
recorded in the Security Register or by such other method, acceptable to the Paying
Agent/Registrar, requested by, and at the risk and expense of, the registered owner. All
payments of principal of, premium, if any, and interest on this Bond shall be without exchange or
collection charges to the owner hereof and in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts.
This Bond is one of the series specified in its title issued in the aggregate principal
amount of $ * (herein referred to as the "Bonds ") for the purpose of providing finds to
refund certain of the City's outstanding obligations and to pay costs incurred in connection with
the issuance of the Bonds, pursuant to and in conformity with the Constitution and laws of the
State of Texas, including particularly, but not by way of limitation, Chapter 1207, Texas
Government Code, as amended, and pursuant to an Ordinance adopted by the City Council of the
City (herein referred to as the "Ordinance ").
-Amount and date to be inserted from Ofliceri Pricing Certificate
001285192
(Optional and mandatory redemption information, if any, to be inserted from Officers'
Pricing Certificate.)
The Bonds are payable from the proceeds of an ad valorem tax levied, within the
limitations prescribed by law, upon all taxable property in the City. Reference is hereby made to
the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the
Paying Agent/Registrar, and to all of the provisions of which the owner or holder of this Bond by
the acceptance hereof hereby assents, for definitions of terms; the description of and the nature
and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the
transfer and exchange of this Bond; the conditions upon which the Ordinance may be amended
or supplemented with or without the consent of the Holders; the rights, duties, and obligations of
the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be
discharged at or prior to its maturity or redemption, and deemed to be no longer Outstanding
thereunder; and for other terms and provisions contained therein. Capitalized terms used herein
have the meanings assigned in the Ordinance.
This Bond, subject to certain limitations contained in the Ordinance, may be transferred
on the Security Register only upon its presentation and surrender at the Designated
Payment /Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly
endorsed by, 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 duly authorized
agent. When a transfer on the Security Register occurs, one or more new fully registered Bonds
of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and
of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the
Designated transferee or transferees.
The City and the Paying Agent/Registrar, and any agent of either, shall treat the
registered owner whose name appears on the Security Register (i) on the Record Date as the
owner entitled to payment of interest hereon, (ii) on the date of surrender of this Bond as the
owner entitled to principal hereof at its Stated Maturity or its redemption, in whole or in part, and
(iii) on any other date as the owner for all other purposes, and neither the City nor the Paying
Agent /Registrar, or any agent of either, shall be affected by notice to the contrary. In the event
of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new
record date for such interest payment (a "Special Record Date ") will be established by the Paying
Agent/Registrar, if and when funds for the payment of such interest have been received from the
City. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5)
business days prior to the Special Record Date by United States Mail, first class postage prepaid,
to the address of each Holder appearing on the Security Register at the close of business on the
last business day next preceding the date of mailing of such notice.
It is hereby certified, recited, represented and declared that the City is a body corporate
and political subdivision duly organized and legally existing under and by virtue of the
Constitution and laws of the State of Texas; that the issuance of the Bonds is duly authorized by
law; that all acts, conditions and things required to exist and be done precedent to and in the
issuance of the Bonds to render the same lawful and valid obligations of the City have been
properly done, have happened and have been performed in regular and due time, form and
manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that
001285192
the Bonds do not exceed any Constitutional or statutory limitation; and that due provision has
been made for the payment of the principal of and the interest on the Bonds by the levy of a tax
as afore stated. In case any provision in this Bond shall be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be
construed in accordance with and shall be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the City Council of the City has caused this Bond to be duly
executed under the official seal of the City as of the Dated Date.
CITY OF WEST UNIVERSITY PLACE, TEXAS
Mayor
COUNTERSIGNED:
City Secretary
(SEAL)
*Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Bond(s)
only.
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF TIIE 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 duly registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
(SEAL)
*NOTE TO PRINTER: Do Not Print on Definitive Bonds
10
001295192
(c) Form of Certificate of Paying Agent/Registrar to Appear on Bonds (other than a
single fully registered Initial Bond).
REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR
This Bond has been duly issued and registered under the provisions of the within -
mentioned Ordinance; the bond or bonds of the above entitled and designated series originally
delivered having been approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar.
The designated offices of the Paying Agent /Registrar in Houston, Texas is the
"Designated Payment/Transfer Office" for this Bond.
Registration date:
(d) Form of Assignment
as Paying Agent /Registrar
Authorized Signature
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print
or typewrite name, address, and zip code of transferee:)
(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:
Signature Guaranteed:
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.
(c) The Initial Bond(s) shall be in the form set in paragraph B of this Section; except
that the form of the single fully registered Initial Bond shall be modified as follows:
(i) immediately under the name of the bond the headings "Interest
Rate " and "Stated Maturity_" shall be omitted, and "CUSIP No." may be omitted.
(ii) Paragraph one shall read as follows:
Registered Owner:
Principal Amount:
11
001285192
DOLLARS
The City of West University Place, Texas (hereinafter referred to as the "City "), a body
corporate and municipal corporation of the County of Harris, State of Texas, for value received,
acknowledges itself indebted to and hereby promises to pay to the Registered Owner named
above, or the registered assigns thereof, the Principal Amount hereinabove stated and in principal
installments in accordance with the following schedule:
(Information to be inserted from Officers' Pricing Certificate.)
(or so much principal thereof as shall not have been prepaid prior to maturity) and to pay interest
on the unpaid Principal Amount hereof from the Dated Date at the per annum rates of interest
specified above computed on the basis of a 360 -day year of twelve 30 -day months; such interest
being payable on February 1 and August 1 in each year, commencing * 1, 2013.
Principal installments of this Bond are payable in the year of maturity or on a prepayment day to
the registered owner hereof by The Bank of New York Mellon Trust Company, N.A. (the
"Paying Agent/Registrar "), upon presentation and surrender, at its designated offices in Dallas,
Texas (the Designated Payment/Transfer Office "). Interest is payable to the registered owner of
this Bond whose name appears on the "Security Register" maintained by the Paying
Agent/Registrar at the close of business on the "Record Date ", which is the fifteenth day of the
month next preceding each interest payment date, and interest shall be paid by the Paying
Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of
the registered owner recorded in the Security Register or by such other method, acceptable to the
Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. All
payments of principal o£ premium, if any, and interest on this Bond shall be without exchange or
collection charges to the owner hereof and in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts.
SECTION 11: Levy of Taxes. To provide for the payment of the "Debt Service
Requirements" of the Bonds, being (i) the interest on the Bonds and (ii) a sinking fund for their
redemption at maturity or a sinking fund of 2% (whichever amount is greater), there is hereby
levied, and there shall be annually assessed and collected in due time, form, and manner, a tax on
all taxable property in the City, within the limitations prescribed by law, and such tax hereby
levied on each one hundred dollars' valuation of taxable property in the City for the Debt Service
Requirements of the Bonds shall be at a rate from year to year as will be ample and sufficient to
provide funds each year to pay the principal of and interest on said Bonds while Outstanding; full
allowance being made for delinquencies and costs of collection; separate books and records
relating to the receipt and disbursement of taxes levied, assessed and collected for and on
account of the Bonds shall be kept and maintained by the City at all times while the Bonds are
Outstanding, and the taxes collected for the payment of the Debt Service Requirements on the
Bonds shall be deposited to the credit of a "Special 2013 Refunding Bond Account"
(the "Interest and Sinking Fund ") maintained on the records of the City and deposited in a special
fund maintained at an official depository of the City's funds; and such tax hereby levied, and to
be assessed and collected annually, is hereby pledged to the payment of the Bonds.
Proper officers of the City are hereby authorized and directed to cause to be transferred to
the Paying Agent /Registrar for the Bonds, from funds on deposit in the Interest and Sinking
Fund, amounts sufficient to fully pay and discharge promptly each installment of interest and
principal of the Bonds as the same accrues or matures or comes due by reason of redemption
"Amount and date to be inserted from Officers' Pricing Certificate
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prior to maturity; such transfers of funds to be made in such manner as will cause collected funds
to be deposited with the Paying Agent/Registrar on or before each principal and interest payment
date for the Bonds.
SECTION 12: Mutilated - Destroyed -Lost and Stolen Bonds. In case any Bond shall be
mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar, subject to City approval and
in its discretion, may execute and deliver a replacement Bond of like form and tenor, and in the
same denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Bond, or in lieu of and in substitution for such destroyed, lost or
stolen Bond, only upon (i) the filing by the Holder thereof with the Paying Agent/Registrar of
evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Bond,
and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying
Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying
Agent/Registrar harmless. All expenses and charges associated with such indemnity and with
the preparation, execution and delivery of a replacement Bond shall be borne by the Holder of
the Bond mutilated, or destroyed, lost or stolen.
Every replacement Bond issued pursuant to this Section shall be a valid and binding
obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all
other Outstanding Bonds; notwithstanding the enforceability of payment by anyone of the
destroyed, lost, or stolen Bonds.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement and payment of mutilated, destroyed,
lost or stolen Bonds.
SECTION 13: Satisfaction of Oblieation of City. If the City shall pay or cause to be
paid, or there shall otherwise be paid to the Holders, the principal of premium, if any, and
interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge
of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the
City to the Holders shall thereupon cease, terminate, and be discharges and satisfied.
Bonds or any principal amounts) thereof shall be deemed to have been paid within the
meaning and with the effect expressed above in this Section when (i) money sufficient to pay in
full such Bonds or the principal amount(s) thereof at maturity or (if notice of redemption has
been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying
Agent. Registrar have been made) the redemption date thereof, together with all interest due
thereon, shall have been irrevocably deposited with and held in trust by the Paying
Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been
irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent,
which Government Securities have been certified by an independent accounting firm to mature
as to principal and interest in such amounts and at such times as will insure the availability,
without reinvestment, of sufficient money, together with any moneys deposited therewith, if any,
to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof,
on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or
waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have
been made) the redemption date thereof. The City covenants that no deposit of moneys or
13
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Government Securities will be made under this Section and no use made of any such deposit
which would cause the Bonds to be treated as "arbitrage bonds" within the meaning of Section
148 of the Internal Revenue Code 1986, or regulations adopted pursuant thereto.
Any moneys so deposited with the Paying Agent/Registrar, or an authorized escrow
agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or
an authorized escrow agent, pursuant to this Section which is not required for the payment of the
Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such moneys
have been so deposited shall be remitted to the City or deposited as directed by the City.
Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of
and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated
Maturity, or applicable redemption date, of the Bonds for which such moneys were deposited
and are held in trust to pay, shall upon the request of the City be remitted to the City against a
written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds the
Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of
the State of Texas.
The term "Government Securities ", as used herein, means (i) direct noncallable
obligations of the United States of America, including obligations the principal of and interest on
which are unconditionally guaranteed by the United States of America, (ii) noncallable
obligations of an agency or instrumentality of the United States, including obligations
unconditionally guaranteed or insured by the agency or instrumentality and on the date of their
acquisition or purchase by the City and rated as to investment quality by a nationally recognized
investment rating firm not less than AAA or its equivalent and (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 on the date of their acquisition or purchase by the City, are rated as to
investment quality by a nationally recognized investment rating firm not less than AAA or its
equivalent.
SECTION 14: Ordinance a Contract - Amendments - Outstanding Bonds. This
Ordinance shall constitute a contract with the Holders from time to time, be binding on the City,
and shall not be amended or repealed by the City while any Bond remains Outstanding except as
permitted in this Section. The City may, without the consent of or notice to any Holders, from
time to time and at any time, amend this Ordinance in any manner not detrimental to the interest
of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or
omission herein. In addition, the City may, with the consent of Holders holding a majority in
aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or
rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders
of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or
times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the
principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any
other way modify the terms of payment of the principal or, premium, if any, or interest on the
Bonds, (2) give any preference to any Bond over any other Bond, or (3) reduce the aggregate
principal amount of Bonds required to be held by Holders for consent to any such amendment,
addition, or rescission.
001285192 14
The term "Outstanding" when used in this Ordinance with respect to Bonds means, as of
the date of determination, all Bonds theretofore issued and delivered under this Ordinance,
except:
(a) those Bonds canceled by the Paying Agent /Registrar or delivered to the Paying
Agent/Registrar for cancellation;
(b) those Bonds deemed to be duly paid by the City in accordance with the provisions
of Section 13 hereof, and
(c) those mutilated, destroyed, lost, or stolen Bonds which have been replaced with
Bonds registered and delivered in lieu thereof as provided in Section 12 hereof.
SECTION 15: Redemption of Refunded Bonds. The City hereby authorizes the
following bonds of the City to be called for redemption prior to maturity on the date shown in the
Officers' Pricing Certificate, at a price of par plus accrued interest to the date fixed for
redemption, and authorizes and directs notice of such redemption to be given in accordance with
the Ordinance authorizing the issuance of such bonds:
Bonds to be redeemed:
City of West University Place, Texas, Permanent Improvement
Refunding Bonds, Series 2005, maturing in the years 2016, 2019,
and 2020, and now outstanding in the principal sum of ....................... $14,980,000
The ordinance authorizing the issuance of the City's Permanent Improvement Refunding
Bonds, Series 2005, dated March 14, 2005, contained a clerical error specifying February 15,
2015 as the date for redemption of such bonds. Such clerical error is hereby corrected to specify
a redemption date of February 1, 2015, or any date thereafter, in accordance with the City's
Official Statement for such bonds.
SECTION 16: Sale. The Bonds shall be sold and delivered to the Underwriter at a price
to be set in the Officers' Pricing Certificate, plus accrued interest to the date of delivery. The
Mayor and City Secretary, or either of them individually, and all other officers, agents and
representatives of the City are authorized to execute such documents and 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 17: Official Statement. The City hereby approves and ratifies distribution of a
Preliminary Official Statement relating to the Bonds. The City further approves and authorizes
distribution of the Official Statement, dated the date of the Officers' Pricing Certificate,
substantially in the form of the Preliminary Official Statement but completed and modified to
reflect the terms of sale of the Bonds and such other changes as the Mayor or City Secretary of
the City shall approve. The Mayor and City Secretary of the City are authorized and directed to
execute and deliver for and on behalf of the City sufficient copies of such Official Statement,
and, in the form and content manually executed by said officials of the City, the same shall be
001295192 15
deemed approved by this City Council and constitute the Official Statement duly authorized for
distribution.
SECTION 18: Control and Custody of Bonds. The Mayor of the City shall be and is
hereby authorized to take and have charge of all necessary orders and records pending
investigation by the Attorney General of the State of Texas, including the printing and supply of
definitive Bonds, and shall take and have charge and control of the Initial Bond(s) pending the
approval thereof by the Attorney General, the registration thereof by the Comptroller of Public
Accounts and the delivery thereof to the Purchasers.
Furthermore, the Mayor, City Secretary and City Secretary, any one or more of said
officials, are hereby authorized and directed to furnish and execute such documents relating to
the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval
of the Attorney General and the registration by the Comptroller of Public Accounts and, together
with the City's Financial Advisor, Bond Counsel and the Paying Agent/Registrar, make the
necessary arrangements for the delivery of the Initial Bond(s) to the Purchaser and the initial
exchange thereof for definitive Bonds.
SECTION 19: Proceeds of Sale. Proceeds from the sale of the Bonds shall, promptly
upon receipt by the City, be applied as follows:
(a) Accrued interest on the Bonds shall be deposited into the Interest and Sinking Fund.
(b) The balance of the proceeds from the sale of the Bonds less all costs incurred in the
issuance of the Bonds, together with other available funds of the City, if necessary,
shall be applied to establish an escrow fund to refund the Refunded Bonds, as more
fully provided in Section 20 below, and, to the extent not provided for, to pay all
costs arising in connection with the refunding of the Refunded Bonds. Any proceeds
of the Bonds remaining after making all such deposits and payments, including
interest earned on the investment of such proceeds, shall be deposited into the Interest
and Sinking Fund.
SECTION 20: Escrow Agreement. The discharge and defeasance of the Refunded Bonds
shall be effectuated pursuant to the terms and provisions of an Escrow Agreement to be entered
into by and between the City and the Escrow Agent, 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 Underwriter, which shall be certified as
to mathematical accuracy by Grant Thornton LLP, (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
Bonds, and (d) to carry out the other intents and purposes of this Ordinance, and the Mayor or
Mayor Pro Tem is hereby authorized to execute and deliver such Escrow Agreement on behalf of
the City in multiple counterparts and the City Secretary or an Assistant City Secretary is hereby
authorized to attest thereto and affix the City's seal.
SECTION 21: Notices to Holders - Waiver. Whenever this Ordinance provides for notice
to Holders of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to
001285192 16
the address of each Holder appearing in the Security Register at the close of business on the
business day next preceding the mailing of such notice.
In any case where notice to IIolders is given by mail, neither the failure to mail such
notice to any particular Holders, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Ordinance provided for
notice in any manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event with respect to which such notice is given, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Paying Agent /Registrar, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.
SECTION 22: Cancellation. All Bonds surrendered for payment, redemption, transfer,
exchange, or replacement, if surrendered to the Paying Agent /Registrar, shall be promptly
canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar
and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City
may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously
certified or registered and delivered which the City may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying
Agent/Registrar. All canceled Bonds held by the Paying Agent /Registrar shall be returned to the
City.
SECTION 23: Legal Opinion. The obligation of the Purchasers to accept delivery of the
Bonds is subject to being furnished a final opinion of Johnson Radcliffe Petrov & Bobbin: PLLC,
Attorneys, Houston, Texas, approving such Bonds as to their validity, said opinion to be dated
and delivered as of the date of delivery and payment for such Bonds. A true and correct
reproduction of said opinion is hereby authorized to be printed on the definitive Bonds or an
executed counterpart thereof shall accompany the global Bonds deposited with the Depository
Trust Company.
SECTION 24: CUSIP Numbers. CUSIP numbers may be printed or typed on the
definitive Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the definitive Bonds shall be of no significance or effect as regards the legality
thereof and neither the City nor attorneys approving the Bonds as to legality are to be held
responsible for CUSIP numbers incorrectly printed or typed on the definitive Bonds.
SECTION 25: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is
intended or shall be construed to confer upon any person other than the City, the Paying
Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by
reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being
intended to be and being for the sole and exclusive benefit of the City, the Paying
Agent/Registrar and the Holders.
SECTION 26: Inconsistent Provisions. All ordinances, orders or resolutions, or parts
thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
001285192 17
SECTION 27: Governing Law. This Ordinance shall be construed and enforced in
accordance with the laws of the State of Texas and the United States of America.
SECTION 28: _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 11 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 11 of this Ordinance is to be
subject to the filing requirements of Chapter 10, 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 10, Business & Commerce
Code and enable a filing to perfect the security interest in said pledge to occur.
SECTION 29: Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION 30: Construction of Terms. If appropriate in the context of this Ordinance,
words of the singular number shall be considered to include the plural, words of the plural
number shall be considered to include the singular, and words of the masculine, feminine or
neutral gender shall be considered to include the other genders.
SECTION 31: Severability. If any provision of this Ordinance or the application thereof
to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and the City Council
hereby declares that this Ordinance would have been enacted without such invalid provision.
SECTION 32: Continuing Disclosure Undertaking.
(a) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
"EMMA" means the Electronic Municipal Market Access system.
"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.
(b) Annual Reports. The City shall provide annually to the MSRB's EMMA system,
within six months after the end of each fiscal year (beginning with the fiscal year ending
December 31, 2013) financial information and operating data with respect to the City of the
general type included in the final Official Statement approved by Section 17 of this Ordinance,
being the information described in Exhibit "B" hereto. Financial statements to be provided
shall be (1) prepared in accordance with the accounting principles described in Exhibit 'B"
hereto 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
001285192 18
statements are not available at the time the financial information and operating data must be
provided, then the City shall provide unaudited financial statements for the applicable fiscal
year to the MSRB's EMMA system with the financial information and operating data and will
file the annual audit report when and if the same becomes available.
If the City changes its fiscal year, it will notify the MSRB's EMMA system 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 form the
MSRB) that theretofore has been provided to the MSRB's EMMA system or filed with the SEC.
(c) Material Event Notices. The City shall notify the MSRB's EMMA system, in a
timely manner, and not more than ten (10) business days after the occurrence of an event, of any
of the following events with the respect to the Bonds:
Principal and interest payment delinquencies;
2. Non - payment related defaults, if material;
Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. 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 - exempt
status of the Bonds, or other material events affecting the tax - exempt status of the
Bonds;
7. Modifications to rights of holders of the Bonds, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership, or similar event of the Issuer, which shall
occur as described below;
001285192 19
13. The consummation of a merger, consolidation, or acquisition involving the Issuer
or the sale of all or substantially all of its assets, 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
14. Appointment of a successor or additional Paying Agent/Registrar or the change of
name of a Paying Agent/Registrar, if material.
The City shall also notify the MSRB's EMMA system, in a timely manner, of any
failure by the City to provide financial information or operating data in accordance with
subsection (b) of this Section by the time required by such Section.
(d) Limitations, Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section while, but only while, 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 subsection (c) hereof of any
Bond calls and defeasance that cause the City to be no longer such an "obligated person."
The provisions of this Section are for the sole benefit of the Holders and beneficial
owners of the Bonds, and nothing in this Section, 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 Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
representation of the City's financial results, condition, or prospects or hereby undertake to
update any information provided in accordance with this Section 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
ThIE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, 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 Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of the
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state security laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances resulting from a change in legal requirements, a change in law, or a
001285192 20
change in identity, nature, status, or type of operations of the City, but only if (1) the provisions
of this Section, as so amended, would have permitted an underwriter to purchase or sell 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 Holders and beneficial owners of the
Bonds. If the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with subsection (b) an
explanation, in narrative form, of the reasons for the amendment and of the impact of any change
in the type of financial information of operating data so provided.
SECTION 33: Further Procedures. The officers and employees of the City are hereby
authorized and directed from time to time and at any time to do and perform all such acts and
things and to execute, acknowledge and deliver in the name and on behalf of and under the
corporate seal of the City all such instruments, whether mentioned herein or not, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial
sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, and the Official
Statement. In addition, prior to the initial delivery of the Bonds, the Mayor, the City Secretary,
and Bond Counsel are hereby authorized and directed to approve any technical changes or
corrections to this Ordinance or to any of the instruments authorized and approved by this
Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Ordinance and as
described in the Official Statement, (ii) obtain a rating from any of the national bond rating
agencies, or (iii) obtain the approval of the Bonds by the Attorney General of Texas. In the event
that any officer of the City whose signature shall appear on any certificate shall cease to be such
officer before the delivery of such certificate, such signature nevertheless shall be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
SECTION 34: Public Meeting. It is officially found, determined, and declared that the
meeting at which this Ordinance is adopted was open to the public and public notice of the time,
place, and subject matter of the public business to be considered at such meeting, including this
Ordinance, was given, all as required by Chapter 551, Texas Government Code, as amended.
SECTION 35: Effective Date. This Ordinance shall be in force and effect from and after
its passage.
[EXECUTION PAGES FOLLOW]
001285192 21
PASSED AND ADOPTED, this 25th day of February, 2013.
CITY OF WEST UNIVERSITY PLACE, TEXAS
AwQ�
Mayor
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C'ity
00128519
EXHIBIT "A"
FORM OF PAYING AGENT/REGISTRAR AGREEMENT
001285192 A -1
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT (this "Agreement "), is entered into as of May 1, 2013, by and
between City of West University Place (the "Issuer "), and The Bank of New York Mellon Trust
Company, N.A. (the "Bank ").
RECITALS OF THE ISSUER
The Issuer has duly authorized and provided for the issuance of its bonds, entitled "City
of West University Place Permanent Improvement Refunding Bonds, Taxable Series 2013" (the
"Bonds ") in an aggregate principal amount of $16,360,000 to be issued as fully registered bonds;
All things necessary to make the Bonds the valid obligations of the Issuer, in accordance
with their terms, will be done upon the issuance and delivery thereof;
The Issuer and the Bank wish to provide the terms under which the Bank will act as
Paying Agent to pay the principal, redemption premium (if any) and interest on the Bonds, in
accordance with the terms thereof, and under which the Bank will act as Registrar for the Bonds;
The Issuer and the Bank have duly authorized the execution and delivery of this
Agreement; and all things necessary to make this Agreement the valid agreement of the parties,
in accordance with its terms, have been done.
NOW, THEREFORE., it is mutually agreed as follows:
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01 Appointment.
The Issuer hereby appoints the Bank to act as Paying Agent with respect to the Bonds, to
pay to the Registered Owners of the Bonds in accordance with the terms and provisions of this
Agreement and the Bond Ordinance, the principal of, redemption premium (if any), and interest,
on all or any of the Bonds.
The Issuer hereby appoints the Bank as Registrar with respect to the Bonds.
The Bank hereby accepts its appointment, and agrees to act as Paying Agent and
Registrar.
Section 1.02 Compensation.
As compensation for the Bank's services as Paying Agent and Registrar, the Issuer hereby
agrees to pay the Bank the fees set forth in the Bank's fee schedule attached as Annex A hereto.
The Bank reserves the right to amend the fee schedule at any time, provided the Bank shall have
furnished the Issuer with a written copy of such amended fee schedule at least 75 days prior to
the date that the new fees are to become effective.
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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" means The Bank of New York Mellon Trust Company, N.A., a national bank
duly organized and existing under the laws of the United States of America.
"Bond" or 'Bonds" means any one or all of the 116,360,000 City of West University
Place Permanent Improvement Refunding Bonds, Taxable Series 2013."
"Bonds Ordinance" means the ordinance of the Issuer approved March 12, 2012, pursuant
to which the Bonds are issued.
"Financial Advisor" means BOSC, Inc. and its successors.
"Issuer" means the City of West University Place.
'Paying Agent' means the Bank when it is performing the function of paying agent.
"Person" means any individual, corporation, partnership, joint venture, associations, joint
stock company, trust, unincorporated organization or government or any agency or political
subdivision of a government or any entity whatsoever.
"Registrar" means the Bank when it is performing the function of registrar.
All other capitalized terms shall have the meanings assigned in the Bond Ordinance.
ARTICLE THREE
DUTIES OF THE BANK
Section 3.01 Initial Delivery of Bonds.
The Bonds will be initially registered and delivered to the purchaser designated by the
Issuer as set forth in the Bond Ordinance. If such purchaser delivers a written request to the
Bank not later than five business days prior to the date of initial delivery, the Bank will, on the
date of initial delivery, exchange the Bonds initially delivered for Bonds of authorized
denominations, registered in accordance with the instructions in such request and the Bond
Ordinance.
Section 3.02 Duties of Paving Agent.
As Paying Agent, the Bank shall, provided adequate funds have been provided to it for
such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of,
redemption premium, if any, and interest, on each Bond in accordance with the provisions of the
Bond Ordinance.
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Section 3.03 Duties of Bazilc.
The Bank undertakes to perform the duties set forth herein and agrees to use reasonable
care in the performance thereof.
The Bank is authorized to receive the purchase price of and, if applicable, accrued
interest on the Bonds from the underwriter of the Bonds and to transfer said funds relating to the
closing and initial delivery of the Bonds in the manner disclosed in the closing memorandum as
prepared by the Issuer's financial advisor or other agent. The Bank may act on a facsimile or
electronic mail transmission of the closing memorandum acknowledged by the Issuer or the
Issuer's financial advisor as the final closing memorandum. The Bank shall not be liable for any
losses, costs or expenses arising directly or indirectly from the Bank's reliance upon and
compliance with such instructions.
Section 3.04 Duties of Registrar.
The Bank shall provide for the proper registration of the Bonds and the exchange,
replacement and registration of transfer of the Bonds, in accordance with the provisions of the
Bond Ordinance. The Bank will maintain the books of registration in accordance with the
Bank's general practices and procedures in effect from time to time.
Section 3.05 Unauthenticated Bonds
The Issuer shall provide an adequate inventory of unauthenticated Bonds to facilitate
transfers. The Bank covenants that it will maintain such unauthenticated Bonds in safekeeping
and will use reasonable care in maintaining such Bonds in safekeeping, which shall be not less
than the care it maintains for debt bonds of other government entities or corporations for which it
serves as registrar, or which it maintains for its own bonds.
Section 3.06 Reports.
The Bank will provide the Issuer reports upon request, which reports will describe in
reasonable detail all transactions pertaining to the Bonds and the books of registration. The
Issuer may also inspect and make copies of the information in the books of registration 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 books of registration to any
person other than to, or at the written request of, an authorized officer or employee of the Issuer,
except upon receipt of a subpoena, court order or as otherwise required by law. Upon receipt of
a subpoena, court order or other lawful request, the Bank will notify the Issuer immediately so
that the Issuer may contest the subpoena, court order or other request.
Section 3.07 Cancelled Bonds.
All Bonds surrendered for payment, redemption, transfer, exchange, or replacement, if
surrendered to the Bank, shall be promptly cancelled by it and, if surrendered to the Issuer, shall
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be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank.
The Issuer may at any time deliver to the Bank for cancellation any Bonds previously
authenticated and delivered which the Issuer may have acquired in any manner whatsoever, and
all Bonds so delivered shall be promptly cancelled by the Bank. All cancelled Bonds held by the
Bank shall be destroyed and evidence of such destruction furnished to the Issuer.
Section 3.08 Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on bonds or opinions furnished to the Bank by the Issuer.
(b) The Bank shall not be liable to the Issuer for actions taken under this Agreement
so long as it acts in good faith and exercises due diligence, reasonableness and care, as
prescribed by law, with regard to its duties hereunder.
(c) This Agreement is not intended to require the Bank to expend its own funds for
performance of any of its duties hereunder.
(d) The Bank may rely and shall be protected by the Issuer against any claim by the
Issuer or any other Person in acting or refraining from acting upon any resolution, bond,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note,
security, or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties. Without limiting the generality of the foregoing
statement, the Bank need not examine the ownership of any Bond, but is protected in acting upon
receipt of a Bond containing an endorsement or instruction of transfer or power of transfer which
appears on its face to be signed by the holder or an agent of the holder. The Bank shall not be
bound to make any investigation into the acts or matters stated in a resolution, bond, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or
other paper or document supplied by Issuer.
(e) The Bank may consult with legal counsel, and the written advise of such counsel
or any opinion shall be full and complete authorization and protection with respect to any action
taken, suffered or omitted by it hereunder in good faith and in reliance thereon; provided that any
such written advice or opinion is supplied to the Issuer by the Bank.
(t) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys.
Section 3.09 Money Held by Bank.
The Bank shall hold the Debt Service Fund for the Bonds and receive annual transfers
from the District into such fund, all in accordance with the Provisions of the Order. Money held
by the Bank hereunder shall be held in trust for the benefit of the Registered Owners of the
Bonds.
The Bank shall be under no obligation to pay interest on any money received by it
hereunder.
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All money deposited with the Bank hereunder shall be secured in the manner and to the
fullest extent required by law for the security of funds of the Issuer such that funds not covered
by federal deposit insurance shall be fully collateralized.
Any money deposited with the Bank for the payment of the principal, redemption
premium (if any) or interest on any Bond and remaining unclaimed by the Registered Owner
after the expiration of three years from the date such funds have become due and payable shall
be reported and disposed of by the Bank in accordance with the provisions of Texas law
including, to the extent applicable, Title 6 of the Texas Property Code, as amended. The Bank
shall have not liability to the Registered Owners of the Bonds by virtue of actions taken in
compliance with the foregoing provision.
Section 3.10 Indemnification.
To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it
harmless against, any loss, liability or expense incurred by the Bank without negligence or bad
faith on the Bank's part, arising out of or in connection with its acceptance or administration of
the Bank's duties hereunder, including the cost and expense (including the Bank's counsel fees)
of defending against any claim or liability in connection with the exercise or performance of any
of the Bank's powers or duties under this Agreement.
Section 3.11 Interpleader.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim,
demand or controversy over its person as well as funds on deposits, in any Federal or State Court
located in the State and County where the administrative offices of the Issuer is located, and
agree that service of process by registered mail, return receipt requested, to the address referred
to in Section 4.04 of this Agreement shall constitute adequate service. The Issuer and the Bank
further agree that the Bank has the right to file a Bill of Interpleader in any court of competent
jurisdiction in the State of Texas to determine the rights of any Person claiming any interest
herein.
ARTICLE FOUR
MISCELLANEOUS PROVISIONS
Section 4.01 May Own Bonds.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
Bonds with the same rights it would have if it were not the Paying Agent and Registrar for the
Bonds.
Section 4.02 Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereof.
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Section 4.03 Assignment.
This Agreement may not be assigned by either party without the prior written consent of
the other.
Section 4.04 Notices.
Any request, demand, authorization, direction, notice, consent, waiver or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown herein, or such other
address as may have been given by one party to the other by 15 days written notice.
Section 4.05 Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 4.06 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 consolidation to
which 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 of any paper or any further act on the part of either of the parties hereto. In
case any Bond shall have been registered, but not delivered, by the Bank then in office, any
successor by merger, conversion, or consolidation to such authenticating Bank may adopt such
registration and deliver the Bond so registered with the same effect as if such successor Bank had
itself registered such Bond.
Section 4.07 Severabilitv.
If any provision of this Agreement shall be invalid or unenforceable, the validity and
enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
Section 4.08 Benefits of Agreement.
Nothing herein, express or implied, shall give to any Person, other than the parties hereto
and their successors hereunder, any benefit or any legal or equitable right, remedy or claim
hereunder.
Section 4.09 Bond Ordinance Governs Conflicts.
This Agreement and the Bond Ordinance constitute the entire agreement between the
parties hereto relative to the Bank acting as Paying Agent and Registrar and if any conflict exists
between this Agreement and the Bond Ordinance, the Bond Ordinance shall govern.
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Section 4.10 Term and Termination.
This Agreement will terminate (i) on the date of final payment of the principal of and
interest on the bonds to the holders thereof or (ii) may be earlier terminated by either party upon
sixty (60) days written notice; provided, however, an early termination of this Agreement by
either party shall not be effective until (a) a successor Paying AgenbRegistrar has been appointed
by the Issuer and such appointment accepted and (b) notice has been given to the holders of the
Bonds of the appointment of a successor Paying Agent/Registrar. If the 60 -day notice period
expires and no successor has been appointed, the Bank, at the expense of the Issuer, has the right
to petition a court of competent jurisdiction to appoint a successor under the Agreement.
Furthermore, Bank and Issuer mutually agree that the effective date of an early termination of
this Agreement shall not occur at any time which would disrupt, delay or otherwise adversely
affect the payment of the Bonds.
Upon an early termination of this Agreement, Bank agrees to promptly transfer and
deliver the security register (or a copy thereof), together with other pertinent books and records
relating to the bonds, to the successor Paying Agent/Registrar designated and appointed by the
Issuer.
The provisions of Section 1.02 and of Article Three shall survive, and remain in full force
and effect following the termination of this Agreement.
Section 4.11 Governing Law.
This Agreement shall be construed in accordance with and shall be governed by the laws
of the State of Texas.
[EXECUTION PAGES FOLLOW]
00134391
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CITY OF WEST UNIVERSITY PLACE, TEXAS
Mayor
Address: 3800 University Boulevard
West University Place, Texas 77005
ATTEST:
City Secretary
00134391
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By:
Title: Agent
Address: Issuer Administrative Services
2001 Bryan St., 8th Floor
Dallas, Texas 75201
0
00134391
EXHIBIT "B"
ANNUAL FINANCIAL INFORMATION
The City will provide certain updated financial information and operating data to certain
information vendors annually. The information to be updated includes all quantitative financial
information and operating data with respect to the City of the general type included in the
Official Statement in APPENDIX B and under the schedules listed in the Official Statement in
APPENDIX B. The City will update and provide this information within six months after the
end of each fiscal year. The City will provide the updated information to the MSRB's EMMA
system.
The City may provide updated information in full text or in such other form consistent
with the agreement, or may incorporate by reference certain other publicly available documents,
as permitted by Rule 15c2 -12 (the "Rule "). The updated information will include audited
financial statements, if the City commissions an audit and it is completed by the required time.
If audited financial statements are not provided by that time, the City will provide audited
financial statements when and if they become available, but if such audited financial statements
are unavailable, the City will provide such financial statements on an unaudited basis within the
required time. Any such financial statements will be prepared in accordance with the accounting
principles described in the Official Statement in APPENDIX B or such other accounting
principles as the City may be required to employ from time to time pursuant to state law or
regulation.
001285192 B -1