HomeMy WebLinkAboutORD 2087 Refunding General Obligation Refunding Bonds Series 2020City of West University Place
Hams County, Texas
ORDINANCE NO. 2087
AN ORDINANCE OF THE CITY COUNCIL OF CITY OF WEST UNIVERSITY PLACE,
TEXAS AUTHORIZING THE ISSUANCE OF "CITY OF WEST UNIVERSITY PLACE,
TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2020"; 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, City of the West University Place, Texas (herein referred to as the
"City"), has duly issued the following stated maturities of the following series of
obligations and the following principal amounts thereof presently remain outstanding:
City of West University Place, Texas, Certificates of Obligation, Series 2009,
currently outstanding in the principal sum of___________________________________$865,000
City of West University Place, Texas, Permanent Improvement and
Refunding Bonds, Series 2009 currently outstanding in the principal sum of
$3,460,000
City of West University Place, Texas, Certificates of Obligation, Series 2010
............. $2,805,000
City of West University Place, Texas Permanent Improvement Bonds,
Series2010. ..... I ..................................................................................$2,035,000
-----------------------
...
City of West University Place, Texas, Certificates of Obligation,
Series 2010A
$855,000
City of West University Place, Texas, Permanent Improvement and Refunding
Bonds, Series 2010
.............$1,245,000
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
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WHEREAS, pursuant to Chapter 1207, Texas Government Code, as amended,
the City Council desires to delegate the authority to affect the safe of the Bonds to a
Pricing Officer, being the Mayor or City Manager of the City.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF CITY OF
WEST UNIVERSITY PLACE, TEXAS:
SECTION 1: Authorization - Designation - 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 $11,265,000 to be designated and bear
the title "THE CITY OF WEST UNIVERSITY PLACE, TEXAS, GENERAL OBLIGATION
REFUNDING BONDS, SERIES 2020" (the "Bonds"), for the purpose of providing funds
to refund the following: 1) the City's outstanding Certificates of Obligation, Series 2009,
maturing in the years 2021 through 2028, inclusive, and now outstanding in the principal
amount of $865,000 (the "Series 2009 Certificates"); 2) the City's outstanding
Permanent Improvement and Refunding Bonds, Series 2009 maturing in the years 2021
through 2028, inclusive, and now outstanding in the principal amount of $3,460,000 (the
"Series 2009 Bonds"); (3) the City's outstanding Certificates of Obligation, Series 2010
maturing in the years 2021 through 2024, inclusive, and now outstanding in the principal
amount of $2,805,000 (the "Series 2010 Certificates"); 4) the City's outstanding
Permanent Improvement Bonds, Series 2010 maturing in the years 2021 through 2024,
and now outstanding in the principal amount of $2,035,000 (the "Series 2010
Improvement Bonds"); 5) the City's outstanding Certificates of Obligation, Series 2010A
maturing in the years 2021 through 2028, inclusive, and now outstanding in the principal
amount of $855,000 (the "Series 2010A Certificates"); 6) the City's outstanding
Permanent Improvement and Refunding Bonds, Series 2010 maturing in the years 2021
and 2022, inclusive, and now outstanding in the principal amount of $1,245,000 (the
"Series 2010 Refunding Bonds "); (collectively, the "Refunded Bonds"); and 7) 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.
When used herein, the term "interest" includes all payments due to the United States of
America pursuant to Section 18.
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 Officer's 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 1 in each of
the years and in principal amounts (the "Stated Maturities") and bear interest at the
rate(s) per annum in accordance with the schedule set forth in the Officer's Pricing
Certificate. Interest on the Bonds shall be payable on each February 1 and August 1,
commencing August 1, 2020 (each an "Interest Payment Date"):
SECTION 3: Selling and Delivering Series 2020 Bonds. As authorized by
Section 1207.007, Texas Government Code, as amended, the Mayor or the City
Manager of the City are hereby authorized to execute an Officer's Pricing Certificate
setting forth the price at which the Bonds will be sold, the issuance date and initial
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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 Officer's 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;
(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 Officer's Pricing Certificate;
(iv) the aggregate principal amount of the Series 2020 Bonds shall
not exceed $11,265,000; and
(v) the final principal payment date of the Series 2020 Bonds shall
not exceed the final principal amount of the Refunded Bonds.
Upon execution of the Officer's Pricing Certificate, the Mayor and City Manager,
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 Officer's Pricing
Certificate.
SECTION 4: Terms of Payment - Paying Aaent/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., Dallas, Texas, to serve as Paying Agent/Registrar for the Bonds is hereby
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approved and confirmed. Books and records relating to the registration, payment,
transfer and exchange of the 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 foram 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 Dallas, 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
last 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 (il) 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 PaymentlTransfer 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 Redemption. The Bonds are not subject to redemption prior to
their stated maturity.
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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 8
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.
At the option of the Holder, Bonds (other than the Initial Bonds authorized in
Section 8 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 11 hereof and such new replacement Bond shall
be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen
Bond.
100205879.aoc ) 5
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 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
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registration substantially in the form provided in Section 10B, 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 10C, manually
executed by an authorized officer, employee or representative of the Paying
Agent/Registrar, 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-1 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, and shall be numbered T-1 (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 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 7 hereof, all other Bonds shall be registered in the name of Cede & Co., as
nominee of DTC.
SECTION 10: Forms.
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 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
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any similar manner, all as determined by the officers executing such Bonds as
evidenced by their execution thereof.
(00205879.doc )
City of West University Place
Harris County, Texas
(a) Form of Definitive Bond.
REGISTERED REGISTERED
NO.
UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF WEST UNIVERSITY PLACE, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2020
Dated Date: Interest Rate: Stated Maturity: CUSIP NO.:
Registered Owner:
Principal Amount:
DOLLARS
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 Delivery 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 Delivery Date and is payable on February 1 and August
1 in each year, commencing August 1, 2020. 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 last 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.
"Amount and date to be inserted from Officer's Pricing Certificate
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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 funds 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").
The Bonds are not subject to redemption prior to their stated maturities.
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 PaymentlTransfer 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
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(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 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.
100205879.doe ) 11
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.
SIGNS
to
wA►i�
s
TEXAS
CITY WEST UNIVERSITY PLACE, TEXAS
Mayor
100205879.doc ) 12
(b) *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 THE COMPTROLLER §
OF PUBLIC ACCOUNTS §
§ REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY that this Bond has been examined, certified as to validity
and approved by the Attorney General of the State of Texas, and 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
(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.
N.A.
The Bank of New York Mellon Trust Company,
as Paying Agent/Registrar
Registration date: By:
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(d) Form of Assignment
Authorized Signature
ASSIGNMENT
FOR VALUE RECEIVED the
unto (Print or typewrite name
undersigned
address,
(Social
the within
hereby irrevocably constitutes and appoints
transfer the within Bond on the books kept
substitution in the premises.
DATED:
Signature Guaranteed:
hereby sells, assigns, and transfers
and zip code of transferee:)
Security or other identifying number:)
Bond and all rights thereunder, and
attorney to
for registration thereof, with full power 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.
(e) 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.
(ii) Paragraph one shall read as follows:
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 on February 1 in each of the years and in principal
installments in accordance with the following schedule:
(Information to be inserted from Officer's 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 Delivery 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 August 1, 2020. 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
(00205874.doc 14
PaymenttTransfer 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 last 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.
SECTION 11: Lew 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 to produce the Debt
Service Requirements; 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 2020 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 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
00205879.doc ; 15
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 Obli-gation 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 amount(s) 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 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
(00205879.doc } 16
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.
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;
(00205879.doc ) 17
(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: Escrow Agreement. The discharge and defeasance of the
Refunded Bonds shall be effectuated pursuant to the terms and provisions of an escrow
agreement (the "Escrow Agreement") to be entered into by and between the City and
The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the "Escrow
Agent"), which shall be substantially in the form attached hereto as Exhibit "B," the
terms and provisions which are hereby approved, subject to such insertions, additions,
modifications as shall be necessary (a) to carry out the refunding program designed for
the City by BOK Financial Services, Inc., financial advisor to the City, (b) to comply with
all applicable laws and regulations relating to the Refunded Bonds, and (c) to carry out
the other intents and purposes of this ordinance, and the Mayor is hereby authorized to
execute and deliver such Escrow Agreement on behalf of the City in multiple
counterparts and the City Secretary is hereby authorized to attest thereto and affix the
City's seal.
SECTION 16: 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 Officer's 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, Certificates of Obligation, Series 2009,
currently outstanding in the principal sum of___________________________________________________________$865,000
City of West University Place, Texas, Permanent Improvement and
Refunding Bonds, Series 2009 currently outstanding in the principal sum of
_____________$3,460,000
City of West University Place, Texas, Certificates of Obligation, Series 2010
------------ $2,805,000
City of West University Place, Texas Permanent Improvement Bonds,
Series 2010 .......$2,035,000
City of West University Place,
Series 2010A
$855,000
Texas, Certificates of Obligation,
100205879.doc ) is
City of West University Place, Texas, Permanent Improvement and Refunding
Bonds, Series 2010
$1,245,000
SECTION 17: Qualified Tax -Exempt Obligations. The Series 2020 Bonds
are not designated as qualified tax-exempt obligations for financial institutions.
SECTION 18: Covenants to Maintain Tax -Exempt Status.
(a) Definitions. When used in this Section, the following terms have the
following meanings:
"Closing Date" means the date on which the Bonds are first authenticated
and delivered to the initial purchasers against payment therefor.
"Code" means the Internal Revenue Code of 1986, as amended by all
legislation, if any, effective on or before the Closing Date.
"Computation Date" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Gross Proceeds" means any proceeds as defined in Section 1.148-1(b)
of the Regulations, and any replacement proceeds as defined in Section 1.148-
1(c) of the Regulations, of the Bonds.
"Investment" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Nonpurpose Investment" means any investment property, as defined in
Section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested
and which is not acquired to carry out the governmental purposes of the Bonds.
"Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the
Regulations.
"Regulations" means any proposed, temporary, or final Income Tax
Regulations issued pursuant to Sections 103 and 141 through 150 of the Code,
and 103 of the Internal Revenue Code of 1954, which are applicable to the
Bonds. Any reference to any specific Regulation shall also mean, as
appropriate, any proposed, temporary or final Income Tax Regulation designed
to supplement, amend or replace the specific Regulation referenced.
"Yield" of (1) any Investment has the meaning set forth in Section 1.148-5
of the Regulations; and (2) the Bonds has the meaning set forth in Section 1.148-
4 of the Regulations.
(00205879.doc ) j [1
(b) Not to Cause Interest to Become Taxable. The City shall not use, permit
the use of, or omit to use Gross Proceeds or any other amounts (or any property the
acquisition, construction or improvement of which is to be financed directly or indirectly
with Gross Proceeds) in a manner which if made or omitted, respectively, would cause
the interest on any Bond to become includable in the gross income, as defined in
Section 61 of the Code, of the owner thereof for federal income tax purposes. Without
limiting the generality of the foregoing, unless and until the City receives a written
opinion of counsel nationally recognized in the field of municipal bond law to the effect
that failure to comply with such covenant will not adversely affect the exemption from
federal income tax of the interest on any Bond, the City shall comply with each of the
specific covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted by Section 141
of the Code and Regulations and rulings thereunder, the City shall at all times prior to
the last Stated Maturity of Bonds:
(i) exclusively own, operate and possess all property the acquisition,
construction or improvement of which is to be financed or refinanced directly or
indirectly with Gross Proceeds of the Bonds, and not use or permit the use of
such Gross Proceeds (including all contractual arrangements with terms different
than those applicable to the general public) or any property acquired, constructed
or improved with such Gross Proceeds in any activity carried on by any person or
entity (including the United States or any agency, department and instrumentality
thereof) other than a state or local government, unless such use is solely as a
member of the general public; and
(ii) not directly or indirectly impose or accept any charge or other
payment by any person or entity who is treated as using Gross Proceeds of the
Bonds or any property the acquisition, construction or improvement of which is to
be financed or refinanced directly or indirectly with such Gross Proceeds, other
than taxes of general application within the City or interest earned on
investments acquired with such Gross Proceeds pending application for their
intended purposes.
(d) No Private Loan. Except to the extent permitted by section 141 of the
Code and the Regulations and rulings thereunder, the City shall not use Gross
Proceeds of the Bonds to make or finance loans to any person or entity other than a
state or local government. For purposes of the foregoing covenant, such gross
Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired,
constructed or improved with such Gross Proceeds is sold or leased to such person or
entity in a transaction which creates a debt for federal income tax purposes; (2)
capacity in or service from such property is committed to such person or entity under a
take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or
burdens and benefits of ownership, of such Gross Proceeds or any property acquired,
constructed or improved with such Gross Proceeds are otherwise transferred in a
transaction which is the economic equivalent of a loan.
{00205879.doc } 'l
(e) Not to Invest at Higher Yield. Except to the extent permitted by section
148 of the Code and the Regulations and rulings thereunder, the City shall not at any
time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross
Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if
as a results of such investment the Yield from the Closing Date of all Investments
acquired with Gross Proceeds (or with money replaced thereby), whether then held or
previously disposed of exceeds the Yield of the Bonds.
(f) Not Federally Guaranteed. Except as may otherwise be permitted by the
Code and the Regulations and rulings thereunder, the City shall not take or omit to
take any action which would cause the Bonds to be federally guaranteed within the
meaning of section 149(b) of the Code and the Regulations and rulings thereunder.
(g) Information Report. The City shall timely file the information required by
section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such
other form and in such place as the Secretary may prescribe.
(h) Rebate to Arbitrage Profits. Except to the extent otherwise provided in
section 148(f) of the Code and the Regulations and rulings thereunder:
(i) The City shall account for all Gross Proceeds (including all
receipts, expenditures and investments thereof) on its books of account
separately and apart from all other funds (and receipts, expenditures and
investments thereof) and shall retain all records of accounting for at least six years
after the day on which the last Outstanding Bond is discharged. However, to the
extent permitted by law, the City may commingle Gross Proceeds of the Bonds
with other money of the City, provided that the City separately accounts for each
receipt and expenditure of Gross Proceeds and the obligations acquired therewith.
(ii) Not less frequently than each Computation Date, the City
shall calculate the Rebate Amount in accordance with rules set forth is section
148(f) of the Code and the Regulations and rulings thereunder. The City shall
maintain such calculations with its official transcript of proceedings relating to the
issuance of the Bonds until six years after the final Computation Date.
(iii) As additional consideration for the purchase of the Bonds by
the Purchasers and the loan of the money represented thereby and in order to
induce such purchase by measures designed to insure the excludability of the
interest thereon from the gross income of the owners thereof for federal income
tax purposes, the City shall pay to the United States out of the Interest and
Sinking Fund or its general fund, as permitted by applicable Texas statute,
regulation or opinion of the Attorney General of the State of Texas, the amount
that when added to the future value of previous rebate payments made for the
Bonds equals (i) in the case of a final Computation Date as defined in Section
1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate
amount on such date; and (ii) in the case of any other Computation Date, ninety
percent (90%) of the Rebate Amount on such date. In all cases, the rebate
(00205874.doc ) 21
payments shall be made at the times, in the installments, to the place and in the
manner as is or may be required by section 148(f) of the Code and the
Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or
such other forms and information as is or may by required by Section 148(f) of the
Code and the Regulations and rulings thereunder.
(iv) The City shall exercise reasonable diligence to assure that
no errors are made in the calculations and payments required by paragraphs (2)
and (3), and if an error is made, to discover and promptly correct such error within
a reasonable amount of time thereafter (and in all events within one hundred
eighty (180) days after discovery of the error), including payment to the United
States of any additional Rebate Amount owed to it, interest thereon, and any
penalty imposed under Section 1.148-3(h) of the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by section
148 of the Code and the Regulations and rulings thereunder, the City shall not, at any
time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into
any transaction that reduces the amount required to be paid to the United States
pursuant to Subsection (h) of this Section because such transaction results in a
smaller profit of a larger loss than would have resulted if the transaction had been at
arm's length and had the Yield of the Bonds not been relevant to either party.
0) Elections. The City hereby directs and authorizes the Mayor, City
Secretary, City Manager and Chief Financial Officer, individually or jointly, to make
elections permitted or required pursuant to the provisions of the Code or the
Regulations, as they deem necessary or appropriate in connections with the Bonds, in
the Certificate as to Tax Exemption or similar or other appropriate certificate, form or
document.
SECTION 19: Official Statement. The City hereby approves and ratifies
distribution of the Preliminary Official Statement relating to the Bonds. The City further
approves and authorizes distribution of the Official Statement, dated the date of the
Officer's 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 Manager 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 deemed
approved by this City Council and constitute the Official Statement duly authorized for
distribution.
SECTION 20: 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
J00205879 doc } Z--
registration thereof by the Comptroller of Public Accounts and the delivery thereof to the
Purchasers.
Furthermore, the Mayor, City Secretary, City Manager and Chief Financial
Officer, 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 21: 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,
shall be deposited directly with the Escrow Agent, in an amount sufficient to
pay all principal of and interest on the Refunded Bonds due on the
redemption date specified in Section 16 hereof, and all costs incurred in the
refunding of the Refunded Bonds as more specifically described in the
Escrow Agreement authorized in Section 15 hereof.
SECTION 22: 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 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 Holders 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 23: 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
(00205879.doc 1 23
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 24: Legal Opinion. The obligation of the Purchasers to accept
delivery of the Bonds is subject to being furnished a final opinion of Johnson Petrov
LLP, 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 25: 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 26: 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 27: 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.
SECTION 28: 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 29: 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 10 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 10 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.
(00205879 doc ) 24
SECTION 30: Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
SECTION 31: 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 32: 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 33: 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, 2019) financial information and operating data with respect
to the City of the general type included in the final Official Statement approved by
Section 19 of this Ordinance, being the information described in Exhibit "C" hereto.
Financial statements to be provided shall be (1) prepared in accordance with the
accounting principles described in Exhibit "C" 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 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
{00205879.aoc ; 25
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) Materia! 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:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. 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;
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.
{00205879.doe 1 26
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 THE 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 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
100205879 doe ; 27
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 34: 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 Manager, 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
mond 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 35: 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 36: Effective Date. This Ordinance shall be in force and effect
from and after its passage.
100205879 doe ? 29
PASSED AND ADOPTED, this x"day of , 2019.
City Secretary
100205874.doc }
CITY OF -WEST UNIVERSITY PLACE, TEXAS
Mayor
29
EXHIBIT "A"
FORM OF PAYING AGENUREGISTRAR AGREEMENT
NOTE: Form is not included at
this time, but are provided by the
bank during the refunding process
using the standard approved form
by the Attorney General's Office of
the State of Texas.
100205879.doc }
A-1
EXHIBIT "B"
FORM OF ESCROW AGREEMENT
NOTE: Form is not included at
this time, but are provided by the
bank during the refunding process
using the standard approved form
by the Attorney General's Office of
the State of Texas.
(00205874.doc
13-1
EXHIBIT "C"
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.
(00205879.doe } C-1