HomeMy WebLinkAboutOrd 1788 - refunding bonds, series 2005
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ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF WEST
UNIVERSITY ~ PLACE, TEXAS, PERMANENT IMPROVEMENT
REFUNDING BONDS, SERIES 2005; AUTHORIZING THE REDEMPTION
PRIOR TO MATURITY OF CERTAIN OUTSTANDING OBLIGATIONS;
AUTHORIZING THE ADVANCE REFUNDING OF . CERTAIN
OUTSTANDING OBLIGATIONS AND THE EXECUTION AND DELIVERY
OF AN ESCROW AGREEMENT AND THE SUBSCRIPTION FOR AND
PURCHASE OF CERTAIN ESCROWED SECURITIES
THE STATE OF TEXAS s
COUNTY OF HARRIS 9
CITY OF WEST UNNERSITY PLACE S
WHEREAS, the City Council of the City of West University Place, Texas (the "City")
has heretofore issued its Permanent Improvement Bonds, Series 1996, Permanent Improvement
and Refunding Bonds, Series 1998 and Permanent Improvement Bonds, Series 2000; and
WHEREAS, the City desires to refund a portion of such obligations in advance of their
maturities (the "Refunded Bonds"); and
WHEREAS, Chapter 1207, Texas Government Code, as amended, authorizes the City to
issue refunding bonds payable from taxes, without an election, for the purpose of refunding the
Refunded Bonds in advance of their maturities, and to accomplish such refunding by depositing
directly with any paying agent (or other qualified escrow agent) for the Refunded Bonds the
proceeds of such refunding bonds, together with other available funds, in an amount sufficient to
provide for the payment or redemption of the Refunded Bonds, and provides that such deposit
shall constitute the making of firm banking and financial arrangements for the discharge and
final payment or redemption of the Refunded Bonds; and
WHEREAS, the City desires to authorize the execution of an escrow agreement and
provide for the deposit of proceeds of the refunding bonds herein authorized, together with other
funds, to pay the Refunded Bonds; and
WHEREAS, upon the issuance of the refunding bonds herein authorized and the deposit
of funds referred to above, the Refunded Bonds shall no longer be regarded as being outstanding,
except for the purpose of being paid pursuant to such deposit, and the pledges, liens, trusts and
all other covenants, provisions, terms and conditions of the ordinances authorizing the issuance
of the Refunded Bonds shall be, with respect to the Refunded Bonds, discharged, terminated and
defeased; Now, therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WEST
UNIVERSITY PLACE:
1 ~ Recitals: Consideration. It is hereby found and determined that the matters and
facts set out in the preamble to this Ordinance are true and correct
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It is hereby fOUll9 and determined that the refunding contemplated in this Ordinance will
benefit the City by providing a total savings of $1,047,566.81 and a present value savings of
$737,883~60 in debt service payable by the City, that such benefit is sufficient consideration for
the refunding of the Refunded Bonds, and that the issuance of the refunding bonds is in the best
interests of the City~
2~ Definitions.. Throughout this Ordinance the following terms and expressions as
used herein shall have the meanings set forth below:
"Blanket Issuer Letter of Representations" means the Blanket Issuer Letter of
Representations between the City, the Registrar and DTC.
"Bond Purchase Agreement" means the agreement between the City and the Underwriter
described in Section 23 of this Ordinance..
"Bonds" mean the City of West University Place, Texas, Permanent Improvement
Refunding Bonds, Series 2005 authorized in this Ordinance, unless the context clearly indicates
otherwise..
"Business Day" means any day which is not a Saturday, Sunday, or a day on which the
Registrar is authorized by law or executive order to close~
"City" means the City of West University Place, Texas~
"Closing Date" means the date of the initial delivery of and payment for the Bonds.
"Comptroller" means the Comptroller of Public Accounts of the State of Texas.
"DTC" means The Depository Trust Company of New York, New York, or any
successor securities depository..
"DTC Participant" means brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Escrow Agent" means lPMorgan Chase Bank, National Association.
"Escrow Agreement" means the agreement between the City and the Escrow Agent
relating to the escrow of funds to pay the Refunded Bonds~
"Initial Bond" means the Initial Bond authorized by Section 6(d).
"Interest and Sinking Fund" means the interest and sinking fund for payment of the
Bonds established by the City in Section 20 of this Ordinance~
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"Interest Payment Date", when used in connection with any Bond, means August 1,
2005, and each Februar~ 1 and August 1 thereafter until maturity or earlier redemption.
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEe or its staff has determined to be a
nationally recognized municipal securities information repository within the meaning of the Rule
from time to time.
"Ordinance" as used herein and in the Bonds means this ordinance authorizing the Bonds.
"Owner" means any person who shall be the registered owner of any outstanding Bond.
"Record Date" means, with respect to the Bonds, the 15th day of the month preceding
. such Interest Payment Date..
"Refunded Bonds" mean the City's Permanent Improvement Bonds, Series 1996, dated
September 15, 1996, in the aggregate principal amount of $2,060,000, maturing on February 1 in
each of the years 2016 through 2019, both inclusive; the City's Permanent Improvement and
Refunding Bonds, Series 1998, dated October 1, 1998, in the aggregate principal amount of
$5,290,000, maturing on February 1 in the following years and amounts:
Year Amount
2010 $ 630,000
2011 610,000
2012 605,000
2013 385,000
2014 510,000
2016 1,020,000
2017 510,000
2019 1,020,000
and the City's Permanent Improvement Bonds, Series 2000, dated November 1, 2000, in the
aggregate principal amount of $18,045,000, maturing on February 1 in each of the years 2011
through 2020, both inclusive.
"Register" means the books of registration kept by the Registrar, in which are maintained
the names and addresses of, and the principal amounts of the Bonds registered to, each Owner.
"Registrar" means lPMorgan Chase Bank, National Association, and its successors in
that capacity.
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"Report" means the report of Grant Thornton LLP, verifying the accuracy of certain
mathematical computations relating to the Bonds and the Refunded Bonds..
"Rule" means SEe Rule 15c2-12, as amended from time to time..
"SEe" means the United States Securities and Exchange Commission..
"SID" means the Municipal Advisory Council of Texas, which has been designated by
the State of Texas as, and determined by the SEe staff to be, a state information depository
within the meaning of the Rule~
"Underwriter" means First Southwest Company, Coastal Securities and Southwest
Securities..
3.. Authorization.. The Bonds shall be issued in fully registered form in the aggregate
principal amount $25,075,000 for the purpose of refunding the Refunded Bonds, under and in
strict conformity with the Constitution and laws of the State of Texas, particularly Chapter 1207,
Texas Government Code, as amended.
4.. Designation and Date.. The Bonds shall be designated as "CITY OF WEST
UNIVERSITY PLACE, TEXAS, PERMANENT IMPROVEMENT REFUNDING BONDS,
SERIES 2005" and shall be dated Aprill, 2005~ The Bonds shall bear interest at the rates set
forth in Section 5 of this Order from the later of April 1, 2005, or the most recent Interest
Payment Date to which such interest has been paid or duly provided for, calculated on the basis
of a 360 day year of twelve 30 day months.
5.. Principal Amounts and Interest Rates: Numbers and Denominations. The Bonds
shall be issued in the principal amounts and bearing interest at the rates set forth in the following
schedule, and may be transferred and exchanged as set out in this Ordinance. The Bonds shall
mature on February 1 in each of the years and in the amounts set out in such schedule. The
Initial Bond shall be numbered I-I and all other Bonds shall be numbered in sequence beginning
with R-l. Bonds delivered on transfer of or in exchange for other Bonds shall be numbered in
order of their authentication by the Registrar, shall be in the denomination of $5,000 or integral
multiples thereof, and shall mature on the same date and bear interest at the same rate as the
Bond or Bonds in lieu of which they are delivered~
Principal Interest
Year Amount Rate
2006 $ 25,000 3 ~ 000%
2007 25,000 3 ~ 000%
2008 25,000 3~OOO%
2009 30,000 3..250%
2010 655,000 3.500%
2011 1,420,000 3..7500/0
2012 1,535,000 3.8750/0
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2013 1,335,000 4.000%
2014 2,510,000 5~250%
2015 2,535,000 5~250%
2016 3,035,000 5.250%
2019 9,365,000 5~250%
2020 2,580,000 5~250%
6. Execution of Bonds: Seal. (a) The Bonds shall be signed on behalf of the City by
the Mayor and countersigned by the City Secretary, by their manual, lithographed, or facsimile
signatures, and the official seal of the City shall be impressed or placed in facsimile thereon.
Such facsimile signatures on the Bonds shall have the same effect as if each of the Bonds had
been signed manually and in person by each of said officers, and such facsimile seal on the
. Bonds shall have the same effect as if the official seal of the City had bee.n manually impressed
upon each of the Bonds~
(b) If any officer of the City whose manual or facsimile signature shall appear on the
Bonds shall cease to be such officer before the authentication of such Bonds or before the
delivery of such Bonds, such manual or facsimile signature shall nevertheless be valid and
sufficient for all purposes as if such officer had remained in such office~
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or
be entitled to any security or benefit of this Ordinance unless and until there appears thereon the
Registrar's Authentication Bond substantially in the form provided herein, duly authenticated by
manual execution by an officer or duly authorized signatory of the Registrar. In lieu of the
executed Registrar's Authentication Bond described above, the Initial Bond delivered at the
Closing Date shall have attached hereto the Comptroller's Registration Certificate substantially
in the form provided herein, manually executed by the Comptroller, or by his duly authorized
agent, which certificate shall be evidence that the Initial Bond has been duly approved by the
Attorney General of the State of Texas and that it is a valid and binding obligation of the City,
and has been registered by the Comptroller.
(d) On the Closing Date, the Initial Bond, being a single bond representing the entire
principal amount of the Bonds, payable in stated installments to the Underwriter or its designee,
executed by manual or facsimile signature of the Mayor and City Secretary of the City, approved
by the Attorney General, and registered and manually signed by the Comptroller, shall be
delivered to the Underwriter or its designee~ Upon payment for the Initial Bond, the Registrar
shall cancel the Initial Bond and deliver definitive Bonds to DTC~
7~ Payment of Principal and Interest The Registrar is hereby appointed as the
paying agent and registrar for the Bonds~ The principal of the Bonds shall be payable, without
exchange or collection charges, in any coin or currency of the United States of America which,
on the date of payment, is legal tender for the payment of debts due the United States of
America, upon their presentation and surrender as they respectively become due and payable at
the principal payment office of the Registrar in Dallas, Texas~ The interest on each Bond shall
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be payable on each Interest Payment Date, by check mailed by the Registrar on or before the
Interest Payment Date tQ, the Owner of record as of the Record Date.
If the date for payment of the principal of or interest on any Bond is not a Business Day,
then the date for such payment shall be the next succeeding Business Day with the same force
and effect as if made on the date payment was originally due..
8. Successor Registrars. The City covenants that at all times while any Bonds are
outstanding it will provide a commercial bank or trust company, organized under the laws of the
United States or any state, and duly qualified and legally authorized to serve as Registrar for the
Bonds. The City reserves the right to change the Registrar on not less than 60 days written
notice to the Registrar, so long as any such notice is effective not less than 60 days prior to the
next succeeding principal or interest payment date on the Bonds. Promptly upon the
appointment of any successor Registrar, the previous Registrar shall deliver the Register or
copies thereof to the new Registrar, and the new Registrar shall notify each Owner, by United
States mail, first class postage prepaid, of such change and of the address of the new Registrar.
Each Registrar hereunder, by acting in that capacity, shall be deemed to have agreed to the
provisions of this Section.
9. Special Record Date. If interest on any Bond is not paid on any Interest Payment
Date and continues unpaid for thirty (30) days thereafter, the Registrar shall establish a new
record date for the payment of such interest, to be known as a Special Record Date. The
Registrar shall establish a Special Record Date when funds to make such interest payment are
received from or on behalf of the City. Such Special Record Date shall be fifteen (15) days prior
to the date fixed for payment of such past due interest, and notice of the date of payment and the
Special Record Date shall be sent by United States mail, first class, postage prepaid, not later
than five (5) days prior to the Special Record Date, to each affected Owner of record as of the
close of business on the day prior to the mailing of such notice.
10. Ownership: Unclaimed Principal and Interest. The City, the Registrar and any
other person may treat the person in whose name any Bond is registered as the absolute owner of
such Bond for the purpose of making and receiving payment of the principal of or interest on
such Bond, and for all other purposes, whether or not such Bond is overdue, and neither the City
nor the Registrar shall be bound by any notice or knowledge to the contrary. All payments made
to the person deemed to be the Owner of any Bond in accordance with this Section shall be valid
and effectual and shall discharge the liability of the City and the Registrar upon such Bond to the
extent of the sums paid..
Amounts held by the Registrar which represent principal of and interest on the Bonds
remaining unclaimed by the Owner after the expiration of three years from the date such
amounts have become due and payable shall be reported and disposed of by the Registrar in
accordance with the applicable provisions of Texas law including, to the extent applicable, Title
6 of the Texas Property Code, as amended..
11. Registration~ Transfer.. and Exchange.. So long as any Bonds remain outstanding,
the Registrar shall keep the Register at its principal payment office in Dallas, Texas, and, subject
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to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration
and transfer of Bonds in~accordance with the terms of this Ordinance.
Each Bond shall be transferable only upon the presentation and surrender thereof at the
principal payment office of the Registrar in Dallas, Texas, duly endorsed for transfer, or
accompanied by an assigrunent duly executed by the registered Owner or his authorized
representative in form satisfactory to the Registrar. Upon due presentation of any Bond for
transfer, the Registrar shall authenticate and deliver in exchange therefor, within three Business
Days after such presentation, a new Bond or Bonds registered in the name of the transferee or
transferees, in authorized denominations and of the same maturity and aggregate principal
amount and bearing interest at the same rate as the Bond or Bonds so presented~
All Bonds shall be exchangeable upon presentation and surrender thereof at the principal
payment office of the Registrar in Dallas, Texas, for a Bond or Bonds of like maturity and
. interest rate and in any authorized denomination, in an aggregate amount equal to the unpaid
principal amount of the Bond or Bonds presented for exchange. The Registrar shall be and is
hereby authorized to authenticate and deliver exchange Bonds in accordance with the provisions
of this Section.. Each Bond delivered in accordance with this Section shall be entitled to the
benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which
such Bond is delivered..
The City or the Registrar may require the Owner of any Bond to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with the transfer
or exchange of such Bond.. Any fee or charge of the Registrar for such transfer or exchange shall
be paid by the City.
12. Mutilated" Lost~ or Stolen Bonds.. Upon the presentation and surrender to the
Registrar of a mutilated Bond, the Registrar shall authenticate and deliver in exchange therefor a
replacement Bond of like maturity, interest rate, and principal amount, bearing a number not
contemporaneously outstanding. If any Bond is lost, apparently destroyed, or wrongfully taken,
the City, pursuant to the applicable laws of the State of Texas and in the absence of notice or
knowledge that such Bond has been acquired by a bona fide purchaser, shall authorize and the
Registrar shall authenticate and deliver a replacement Bond of like maturity, interest rate and
principal amount, bearing a number not contemporaneously outstanding.
The City or the Registrar may require the Owner of a mutilated Bond to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith and any other expenses connected therewith, including the fees and expenses of the
Registrar. The City or the Registrar may require the Owner of a lost, apparently destroyed or
wrongfully taken Bond, before any replacement Bond is issued, to:
(1) furnish to the City and the Registrar satisfactory evidence of the
ownership of and the circumstances of the loss, destruction or theft of such
Bond;
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(2) furnish such security or indemnity as may be required by the Registrar and
the City tp save them harmless;
(3) pay all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Registrar and any tax or
other governmental charge that may be imposed; and
(4) meet any other reasonable requirements of the City and the Registrar~
If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu
of which such replacement Bond was issued presents for payment such original Bond, the City
and the Registrar shall be entitled to recover such replacement Bond from the person to whom it
was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled
to recover upon the security or indemnity provided therefor to the extent of any loss, damage,
cost or expense incurred by the City or the Registrar in connection therewith.
If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or
is about to become due and payable, the City in its discretion may, instead of issuing a
replacement Bond, authorize the Registrar to pay such Bond;
Each replacement Bond delivered in accordance with this Section shall be entitled to the
benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which
such replacement Bond is delivered..
13 ~ Cancellation of Bonds. All Bonds paid in accordance with this Ordinance, and all
Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in
accordance herewith, shall be canceled and destroyed upon the making of proper records
regarding such payment. The Registrar shall furnish the City with appropriate certificates of
destruction of such Bonds.
14. Book-Entry Only Svstem~ (a) The Initial Bond shall be registered in the name of
First Southwest Company. Except as provided in Section 15 hereof, all other Bonds shall be
registered in the name of Cede & Co~, as nominee ofDTC~
(b) With respect to Bonds registered in the name of Cede & Co~, as nominee ofDTC,
the City and the Registrar shall have no responsibility or obligation to any DTC Participant or to
any person on behalf of whom such DTC Participant holds an interest in the Bonds, except as
provided in this Ordinance~ Without limiting the immediately preceding sentence, the City and
the Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in
the Bonds, (ii) the delivery to any DTC Participant or any other person, other than an Owner, as
shown on the Register, of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to any DTC Participant or any other person, other than an
Owner, as shown on the Register, of any amount with respect to principal of, premium, if any, or
interest on the Bonds~ Notwithstanding any other provision of this Ordinance to the contrary, the
City and the Registrar shall be entitled to treat and consider the person in whose name each Bond
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is registered in the Register as the absolute Owner of such Bond for the purpose of payment of
principal of and interest~on the Bonds, for the purpose of giving notices of redemption and other
matters with respect to such Bond, for the purpose of registering transfer with respect to such
Bond, and for all other purposes whatsoever. The Registrar shall pay all principal of, premium,
if any, and interest on the Bonds only to or upon the order of the respective Owners, as shown in
the Register as provided in this Ordinance, or their respective attorneys duly authorized in
writing, and all such payments shall be valid and effective to fully satisfy and discharge the
City's obligations with respect to payments of principal, premium, if any, and interest on the
Bonds to the extent of the sum or sums so paid.. No person other than an Owner, as shown in the
Register, shall receive a Bond certificate evidencing the obligation of the City to make payments
of amounts due pursuant to this Ordinance~ Upon delivery by DTC to the Registrar of written
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co..,
and subject to the provisions of this Ordinance with respect to interest checks being mailed to the
Owner of record as of the Record Date, the phrase "Cede & Co." in this Ordinance shall refer to
such new nominee ofDTC.
15. Successor Securities Depository: Transfer Outside Book-Entry Only System~ In
the event that the City in its sole discretion, determines that the beneficial owners of the Bonds
be able to obtain certificated Bonds, or in the event DTC discontinues the services described
herein, the City shall (i) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants, as identified by DTC, of the appointment of such successor securities depository
and transfer one or more separate Bonds to such successor securities depository or (ii) notify
DTC and DTC Participants, as identified by DTC, of the availability through DTC of Bonds and
transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC
accounts, as identified by DTC. In such event, the Bonds shall not longer be restricted to being
registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered
in the name of the successor securities depository, or its nominee, or in whatever name or names
Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of
this Ordinance.
16.. Payments to Cede & Co. Notwithstanding any other provision of this Ordinance
to the contrary, so long as any Bonds are registered in the name of Cede & Co~, as nominee of
DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and
all notices with respect to such Bonds, shall be made and given, respectively, in the manner
provided in the Blanket Letter of Representations.
17~ Optional and Mandatory Redemption. The Bonds are subject to optional and
mandatory redemption as set forth in the Form of Bonds in this Ordinance.
Principal amounts may be redeemed only in integral multiples of $5,000. If a Bond
subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be
redeemed, but only in integral multiples of $5,OOO~ Upon surrender of any Bond for redemption
in part, the Registrar, in accordance with Section 11 hereof, shall authenticate and deliver in
exchange therefor a Bond or Bonds of like maturity and interest rate in an aggregate principal
amount equal to the unredeemed portion of the Bond so surrendered~
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Notice of any req.emption identifying the Bonds to be redeemed in whole or in part shall
be given by the Registrar at least thirty days prior to the date fixed for redemption by sending
written notice by first class mail to the Owner of each Bond to be redeemed in whole or in part at
the address shown on the Register. Such notices shall state the redemption date, the redemption
price, the place at which Bonds are to be surrendered for payment and, if less than all Bonds
outstanding of a particular maturity are to be redeemed, the numbers of the Bonds or portions
thereof of such maturity to be redeemed. Any notice given as provided in this Section shall be
conclusively presumed to have been duly given, whether or not the Owner receives such notice.
By the date fixed for redemption, due provision shall be made with the Registrar for payment of
the redemption price of the Bonds or portions thereof to be redeemed, plus accrued interest to the
date fixed for redemption. When Bonds have been called for redemption in whole or in part and
due provision has been made to redeem same as herein provided, the Bonds or portions thereof
so redeemed shall no longer be regarded as outstanding except for the putpose of receiving
. payment solely from the funds so provided for redemption, and the rights of the Owners to
collect interest which would otherwise accrue after the redemption date on any Bond or portion
thereof called for redemption shall terminate on the date fixed for redemption.
18. Forms. The form of the Bonds, including the form of Registration Certificate of
the Comptroller of Public Accounts, which shall be attached or affixed to the Initial Bond, the
form of the Registrar's Authentication Certificate, the form of Assignment, and the form of
Statement of Insurance, shall be, respectively, substantially as follows, with such additions,
deletions and variations as may be necessary or desirable and not prohibited by this Ordinance:
(a) Form of Bonds..
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF HARRIS
REGISTERED
NUMBER
REGISTERED
DENOMINA TION
$
CITY OF WEST UNIVERSITY PLACE, TEXAS
PERMANENT IMPROVEMENT REFUNDING BOND
SERIES 2005
INTEREST RATE:
MATURITY DATE:
February 1, 20_
ISSUE DATE:
April 1, 2005
CUSIP:
REGISTERED OWNER:
PRINCIP AL AMOUNT:
DOLLARS
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The City of We&t University Place, Texas (the "City") promises to pay to the registered
owner identified above, or registered assigns, on the maturity date specified above, upon
presentation and surrender of this Bond to JPMorgan Chase Bank, National Association (the
"Registrar"), at its principal payment office in Dallas, Texas, the principal amount identified
above, payable in any coin or currency of the United States of America which on the date of
payment is legal tender for the payment of debts due the United States of America, and to pay
interest thereon at the rate shown above, calculated on the basis of a 360 day year of twelve 30
day months, from the later of Aprill, 2005, or the most recent interest payment date to which
interest has been paid or duly provided for~ Interest on this Bond is payable by check on
August 1 and February 1, beginning on August 1,2005, mailed to the registered owner of record
as of the close of business on the 15th day of the month preceding each interest payment date.
THIS BOND is one of a duly authorized issue of Bonds, aggregating $25,075,000 (the
"Bonds"), issued for the for the purpose of refunding certain outstanding obligations of the City,
pursuant to an ordinance adopted by the City Council (the "Ordinance"), which Ordinance is of
record in the official minutes of the City Council..
THE CITY RESERVES THE RIGHT to redeem the Bonds maturing on or after
February 15, 2016, in whole or from time to time in part, in integral multiples of $5,000, on
February 15, 2015, or any date thereafter at par plus accrued interest on the principal amounts
called for redemption to the date fixed for redemption. Reference is made to the Ordinance for
complete details concerning the manner of redeeming the Bonds.
THE BONDS maturing in the year 2019 (the "Term Bonds") are subject to mandatory
redemption prior to maturity in the amounts and on the dates set out below, at a price equal to the
principal amount to be redeemed plus accrued interest to the redemption date:
TERM BONDS MATURING IN THE YEAR 2019
Mandatory Redemption
Principal Amount
February 1, 2017
February 1, 2018
February 1, 2019 (maturity)
$3,080,000
3,130,000
3,155,000
The particular Term Bonds to be redeemed shall be selected by the Registrar by lot or
other customary random selection method, on or before January 1 of each year in which Term
Bonds are to be mandatorily redeemed. The principal amount of Term Bonds to be mandatorily
redeemed in each year shall be reduced by the principal amount of such Term Bonds that have
been purchased and canceled by the City or have been optionally redeemed and which have not
been made the basis for a previous reduction.
NOTICE OF ANY REDEMPTION shall be given at least thirty (30) days prior to the
date fixed for redemption by first class mail, addressed to the registered owners of each Bond to
be redeemed in whole or in part at the address shown on the books of registration kept by the
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Registrar~ When Bonds or portions thereof have been called for redemption, and due provision
has been made to redeem the same, the amounts so redeemed shall be payable solely from the
funds provided for redemption, and interest which would otherwise accrue on the amounts called
for redemption shall terminate on the date fixed for redemption~
THIS BOND IS TRANSFERABLE only upon presentation and surrender at the principal
payment office of the Registrar in Dallas, Texas, duly endorsed for transfer or accompanied by
an assignment duly executed by the registered owner or his authorized representative, subject to
the terms and conditions of the Ordinance~
THE BONDS ARE EXCHANGEABLE at the principal payment office of the Registrar
in Dallas, Texas, for Bonds in the principal amount of $5,000 or any integral multiple thereof,
subject to the terms and conditions of the Ordinance~
THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit
under the Ordinance unless this Bond is either (i) registered by the Comptroller of Public
Accounts of the State of Texas by registration certificate attached or affixed hereto or (ii)
authenticated by the Registrar by due execution of the authentication certificate endorsed hereon~
THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and
agrees to be bound by all the terms and conditions of the Ordinance..
THE CITY has covenanted in the Ordinance that it will at all times provide a legally
qualified registrar for the Bonds and will cause notice of any change of registrar to be mailed to
each registered owner.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
issued and delivered; that all acts, conditions and things required or proper to be performed, to
exist and to be done precedent to or in the issuance and delivery of this Bond have been
performed, exist and have been done in accordance with law; and that annual ad valorem taxes
have been levied and ordered to be levied, within the limits prescribed by law, sufficient to
provide for the payment of the interest on and principal of this Bond, as such interest comes due
and such principal matures, against all taxable property in the City, and have been pledged
irrevocably for such payment
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IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor and countersigned with the manual or facsimile signature of the City
Secretary, and the official seal of the City has been duly impressed, or placed in facsimile, on
this Bond..
(AUTHENTICATION
CER TIFICA TE)
(SEAL)
CITY OF WEST UNIVERSITY
PLACE, TEXAS
Mayor
City Secretary
(b) Form of Registration Certificate of Comptroller of Public Accounts..
COMPTROLLER'S REGISTRATION CERTIFICATE:
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas..
WITNESS MY SIGNATURE AND SEAL this
(SEAL)
Comptroller of Public Accounts
of the State of Texas
(c)
Form of Registrar's Authentication Certificate.
AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been delivered pursuant to the Bond
Ordinance described in the text of this Bond.
JPMorgan Chase Bank, National Association
As Paying AgentJRegistrar
By
Authorized Signature
Date of Authentication
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r
(d) Form of Assignment
ASSIGNMENT
For value received, the undersigned hereby sells, assIgns, and transfers unto
(Please print or type name, address, and zip code of Transferee)
(Please insert Social Security or Taxpayer Identification Number of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer said Bond on the books kept for registration thereof, with full power of
substitution in the premises~
DATED:
Signature Guaranteed:
NOTICE: Signature must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank of trust
company.
Registered Owner
NOTICE: The signature above must
correspond to the name of the registered
owner as shown on the face of this Bond in
every particular, without any alteration,
enlargement or change whatsoever~
(e) Form of Statement of Insurance..
STATEMENT OF INSURANCE
Financial Guaranty Insurance Company ("Financial Guaranty") has issued a policy containing
the following provisions with respect to the City of West University Place, Texas, Permanent
Improvement Refunding Bonds (Harris County, Texas), Series 2005 (the "Bonds"), such policy
being on file at the principal office of JPMorgan Chase Bank, National Association, as paying
agent (the "Paying Agent").
Financial Guaranty hereby unconditionally and irrevocably agrees to pay for disbursement to the
Bondholders that portion of the principal of and interest on the Bonds which is then due for
payment and which the issuer of the Bonds (the "Issuer") shall have failed to provide.. Due for
payment means, with respect to principal, the stated maturity date thereof, or the date on which
the same shall have been duly called for mandatory sinking fund redemption and does not refer
to any earlier date on which the payment of principal of the Bonds is due by reason of call for
redemption (other than mandatory sinking fund redemption), acceleration or other advancement
of maturity, and with respect to interest, the stated date for payment of such interest
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Upon receipt of telephonic or telegraphic notice, subsequently confirmed in writing, or written
notice by registered or certified mail, from a Bondholder or the Paying Agent to Financial
Guaranty that the required payment of principal or interest has not been made by the Issuer to the
Paying Agent, Financial Guaranty on the due date of such payment or within one business day
after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an
account with U~S~ Bank Trust National Association, or its successor as its agent (the "Fiscal
Agent"), sufficient to make the portion of such payment not paid by the Issuer~ Upon
presentation to the Fiscal Agent of evidence satisfactory to it of the Bondholder's right to receive
such payment and any appropriate instruments of assignment required to vest all of such
Bondholder's right to such payment in Financial Guaranty, the Fiscal Agent will disburse such
amount to the Bondholder..
As used herein the term "Bondholder" means the person other than the Issuer or the bOITower(s)
of bond proceeds who at the time of nonpayment of a Bond is entitled under the terms of such
Bond to payment thereof.
The policy is non-cancellable for any reason~
FINANCIAL GUARANTY INSURANCE COMPANY
(f) The Initial Bond shall be in the form set forth in paragraphs (a), (b), (d) and (e) of
this Section, except for the following alterations:
(i) immediately under the name of the Bond, the headings
"INTEREST RATE" and "MATURITY DATE" shall both be
completed with the words "As Shown Below" and the word
"CUSIP" deleted;
(ii) in the first paragraph of the Bond, the words "on the maturity
date specified above" and "at the rate shown above" shall be
deleted and the following shall be inserted at the end of the first
sentence "~~.., with such principal to be paid in installments on
February 1 in each of the years and in the principal amounts
identified in the following schedule and with such installments
bearing interest at the per annum rates set forth in the following
schedule:
[Information to be inserted from schedule in Section 5]
(iii) the Initial Bond shall be numbered I-I.
19; CUSIP Numbers: Bond Insurance~ CUSIP Numbers may be printed on the
Bonds, but errors or omissions in the printing of such numbers shall have no effect on the
validity of the Bonds.
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'{" .
The purchase of and payment of the premium for municipal bond insurance by the City,
in accordance with the ~ terms of a commitment for such insurance from Financial Guaranty
Insurance Company presented to and hereby approved by the City Council of the City, is hereby
authorized. All officials and representatives of the City are authorized and directed to execute
such documents and to do any and all things necessary or desirable to obtain such insurance.
20.. Interest and Sinkin2: Fund: Tax Levy. There is hereby established a separate fund
of the City to be known as the City of West University Place, Texas, Permanent Improvement
Refunding Bonds, Series 2005 Interest and Sinking Fund (the "Interest and Sinking Fund"),
which shall be kept separate and apart from all other funds of the City.. The proceeds from all
taxes levied, assessed and collected for and on account of the Bonds authorized by this
Ordinance shall be deposited, as collected, in the Interest and Sinking Fund. While the Bonds or
any part of the principal thereof or interest thereon remain outstanding and unpaid, there is
hereby levied and there shall be annually assessed and collected in due time, form and manner,
. and at the same time as other City taxes are assessed, levied and collected, in each year,
beginning with the current year, a continuing direct annual ad valorem tax, within the limits
prescribed by law, upon all taxable property in the City, sufficient to pay the current interest on
the Bonds as the same becomes due and to provide and maintain a sinking fund of not less than
two percent of the principal amount of the Bonds or the amount required to pay each installment
of principal of the Bonds as the same matures, whichever is greater, full allowance being made
for delinquencies and costs of collection, and said taxes are hereby irrevocably pledged to the
payment of the interest on and principal of the Bonds and to no other purpose.
To pay the debt service coming due on the Bonds prior to receipt of the taxes levied to
pay such debt service, there is hereby appropriated from current funds on hand, which are hereby
certified to be on hand and available for such purpose, an amount sufficient to pay such debt
service, and such amount shall be used for no other purpose..
21. 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 20 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 an unpaid such that the
pledge of the taxes granted by the City under Section 20 of this Ordinance is to be subject to the
filing requirements of Chapter 9, Business & Commerce Code, then in order to preserve to the
registered owners of the Bonds the perfection of the security interest in said pledge, the City
agrees to take such measures as it determines are reasonable and necessary under Texas law to
comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a
filing to perfect the security interest in said pledge to occur.
22. Further Proceedings. After the Initial Bond has been executed, it shall be the duty
of the Mayor and other appropriate officials and agents of the City to deliver the Initial Bond and
all pertinent records and proceedings to the Attorney General of the State of Texas, for
examination and approvaL After the Initial Bond has been approved by the Attorney General, it
shall be delivered to the Comptroller for registration. Upon registration of the Initial Bond, the
Comptroller (or the Comptroller's bond clerk or an assistant bond clerk lawfully designated in
writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificate
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prescribed herein and the seal of said Comptroller shall be impressed, or placed in facsimile,
thereon~
23. Sale: Bond Purchase Agreement. The Bonds are hereby sold and shall be
delivered to the Underwriter at a price of $26, 705,036~85 plus accrued interest to the date of
delivery, in accordance with the terms of the Bond Purchase Agreement of even date herewith,
presented to and hereby approved by the City Council, which price and terms are hereby found
and determined to be the most advantageous reasonably obtainable by the City. The Mayor and
other appropriate officials of the City are hereby authorized and directed to execute the Bond
Purchase Agreement on behalf of the City, and the Mayor and all other officers, agents and
representatives of the City are hereby authorized to do any and all things necessary or desirable
to satisfy the conditions set out therein and to provide for the issuance and delivery of the Bonds~
24. Federal Income Tax Exclusion.
(a) General. The City intends that the interest on the Bonds shall be excludable from
gross income for federal income tax purposes pursuant to sections 103 and 141 through 150 of
the Internal Revenue Code of 1986, as amended (the "Code"), and the applicable Income Tax
Regulations (the "Regulations"). The City covenants and agrees not to take any action, or
knowingly omit to take any action within its control, that if taken or omitted, respectively, would
cause the interest on the Bonds to be includable in gross income, as defined in section 61 of the
Code, for federal income tax purposes. In particular, the City covenants and agrees to comply
with each requirement of this Section; provided, however, that the City shall not be required to
comply with any particular requirement of this Section if the City has received an opinion of
nationally recognized bond counsel ("Counsel's Opinion") that such noncompliance will not
adversely affect the exclusion from gross income for federal income tax purposes of interest on
the Bonds or if the City has received a Counsel's Opinion to the effect that compliance with
some other requirement set forth in this Section will satisfy the applicable requirements of the
Code and the Regulations, in which case compliance with such other requirement specified in
such Counsel's Opinion shall constitute compliance with the corresponding requirement
specified in this Section~
(b) No Private Use or Payment and No Private Loan Financing. The City shall
certify, through an authorized officer, employee or agent that based upon all facts and estimates
known or reasonably expected to be in existence on the date the Bonds are delivered, that the
proceeds of the Refunded Bonds have not been used, and that proceeds of the Refunded Bonds
and the Bonds will not be used, in a manner that would cause the Bonds to be "private activity
bonds" within the meaning of section 141 of the Code and the Regulations promulgated
thereunder. Moreover, the City covenants and agrees that it will make such use of the proceeds
of the Refunded Bonds and the Bonds including interest or other investment income derived
from Bond proceeds, regulate the use of property financed, directly or indirectly, with such
proceeds, and take such other and further action as may be required so that the Bonds will not be
"private activity bonds" within the meaning of section 141 of the Code and the Regulations
promulgated thereunder.
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(c) No Federal Guarantee. The City covenants and agrees that it has not and will not
to take any action, and has not knowingly omitted and will not knowingly omit to take any action
within its control, that, if taken or omitted, respectively, would cause the Bonds to be "federally
guaranteed" within the meaning of section 149(b) of the Code and the applicable Regulations
thereunder, except as permitted by section 149(b)(3) of the Code and such Regulations.
(d) No Hedge Bonds.. The City covenants and agrees that it has not and will not to
take any action, and has not knowingly omitted and will not knowingly omit to take any action,
within its control, that, if taken or omitted, respectively, would cause the Bonds to be "hedge
bonds" within the meaning of section 149(g) of the Code and the applicable Regulations
thereunder.
(e) No Arbitra€!e. The City shall certify, through an authorized officer, employee or
agent that based upon all facts and estimates known or reasonably expected to be in existence on
. the date the Bonds are delivered, the City will reasonably expect that the proceeds of the Bonds
will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the
meaning of section 148(a) of the Code and the applicable Regulations promulgated thereunder~
Moreover, the City covenants and agrees that it will make such use of the proceeds of the Bonds
including interest or other investment income derived from Bond proceeds, regulate investments
of proceeds of the Bonds, and take such other and further action as may be required so that the
Bonds will not be "arbitrage bonds" within the meaning of section 148(a) of the Code and the
applicable Regulations promulgated thereunder.
(t) Arbitrage Rebate. If the City does not qualify for an exception to the
requirements of section 148(t) of the Code relating to the required rebate to the United States, the
City will take all necessary steps to comply with the requirement that certain amounts earned by
the City on the investment of the "gross proceeds" of the Bonds (within the meaning of section
148(f)(6)(B) of the Code), be rebated to the federal government. Specifically, the City will (i)
maintain records regarding the investment of the gross proceeds of the Bonds as may be required
to calculate the amount earned on the investment of the gross proceeds of the Bonds separately
from records of amounts on deposit in the funds and accounts of the City allocable to other bond
issue of the City or moneys which do not represent gross proceeds of any bonds of the City, (ii)
calculate at such times as are required by applicable Regulations, the amount earned from the
investment of the gross proceeds of the Bonds which is required to be rebated to the federal
government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the
Bonds or on such other dates as may be permitted under applicable Regulations, all amounts
required to be rebated to the federal government. Further, the City will not indirectly pay any
amount otherwise payable to the federal government pursuant to the foregoing requirements to
any person other than the federal government by entering into any investment arrangement with
respect to the gross proceeds of the Bonds that might result in a reduction in the amount required
to be paid to the federal government because such arrangement results in a smaller profit or a
larger loss than would have resulted if the arrangement had been at arm's length and had the
yield on the issue not been relevant to either party.
(g) Information Reporting~ The City covenants and agrees to file or cause to be filed
with the Secretary of the Treasury, not later than the 15th day of the second calendar month after
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the close of the calendar quarter in which the Bonds are issued, an information statement
concerning the Bonds, ~all under and in accordance with section 149( e) of the Code and the
applicable Regulations promulgated thereunder.
(h) Continuing Obligation.. Notwithstanding any other provision of this Ordinance,
the City's obligations under the covenants and provisions of this Section shall survive the
defeasance and discharge of the Bonds..
25. Use of Proceeds~ Proceeds from the sale of the Bonds shall, promptly upon
receipt by the City, be applied as follows:
(a) Accrued interest shall be deposited into the Interest and Sinking
Fund.
(b) The balance of the proceeds from the sale of the Bonds, together
with other available funds of the City, shall be applied to establish
an escrow fund to refund the Refunded Bonds, as more fully
provided in Section 26 below, and, to the extent not otherwise
provided for, to pay all expenses arising in connection with the
issuance of the Bonds, and 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~
26. 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 Tern 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.
27 ~ Redemption Prior to Maturity of Certain Refunded Bonds~ The City hereby calls
the following bonds for redemption prior to maturity on the dates shown below, at a price of par
plus accrued interest to the dates fixed for redemption, and authorizes and directs notice of such
redemption to be given in accordance with the ordinances authorizing the issuance of such
bonds. The ordinance authorizing the issuance of the City's Permanent Improvement Bonds,
Series 2000, dated November 1, 2000, contained a clerical error specifying February 15, 2010 as
the date for redemption of such bonds, such clerical error is hereby corrected to specify a
redemption date of February 1, 2010, or any date thereafter, in accordance with the City's
official statement for said bonds~
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Issue
Permanent Improvement Bonds,
Series 1996
Permanent Improvement and
Refunding Bonds, Series 1998
Permanent Improvement Bonds,
Series 2000
Maturity
2016
2017
2018
2019
2010
2011
2012
2013
2014
2016
2017
2019
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Amount
Redemption
Date
$ 475,000
500,000
525,000
560,000
02-1-2006
02-1-2006
02-1-2006
02-1-2006
630,000
610,000
605,000
385,000
510,000
1,020,000
510,000
1,020,000
02-1-2008
02-1-2008
02-1-2008
02-1-2008
02-1-2008
02-1-2008
02-1-2008
02-1-2008
$ 805,000
950,000
990,000
2,050,000
2,075,000
2,100,000
2,125,000
2,150,000
2,150,000
2,650,000
02-1-2010
02-1-2010
02-1-2010
02-1-2010
02-1-2010
02-1-2010
02-1-2010
02-1-2010
02-1-2010
02-1-2010
28. Purchase of Authorized Securities~ To assure the purchase of the Escrowed
Securities referred to in the Escrow Agreement, the Mayor or Mayor Pro Tern, the City Manager,
the Director of Finance, and the Escrow Agent are hereby authorized to subscribe for, agree to
purchase, and purchase obligations which are authorized investments for escrow accounts
pursuant to Section 1207.062, Texas Government Code, in such amounts and maturities and
bearing interest at such rates as may be provided for in the Report, and to execute any and all
subscriptions, purchase contracts, commitments, letters of authorization and other documents
necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are
hereby ratified and approved.
29 _ Related Matters~ To satisfy in a timely manner all of the City's obligations under
this Ordinance, the Bond Purchase Agreement, and the Escrow Agreement, the Mayor or Mayor
Pro Tern, the City Secretary or an Assistant City Secretary, and all other appropriate officers and
agents of the City are hereby authorized and directed to take all other actions that are reasonably
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(; I L
necessary to provide for the refunding of the Refunded Bonds, including, without limitation,
executing and delivering on behalf of the City all certificates, consents, receipts, requests, and
other documents as may be reasonably necessary to satisfy the City's obligations under the
Escrow Agreement, the Bond Purchase Agreement, and this Ordinance and to direct the
application of funds of the City consistent with the provisions of the Escrow Agreement and this
Ordinance.
30. Official Statement The City Council ratifies and confirms its prior approval of
the form and content of the Preliminary Official Statement prepared in the initial offering and
sale of the Bonds and hereby authorizes the preparation of a final Official Statement reflecting
the terms of the Bond Purchase Agreement with the Underwriter and other relevant matters. The
use of such Official Statement in the reoffering of the Bonds by the Underwriter is hereby
approved and authorized.
31. Continuing Disclosure Undertaking. (a) Annual Reports. The City shall provide
annually to each NRMSIR and the SID, within six months after the end of each fiscal year,
financial information and operating data with respect to the City of the general type included in
the final Official Statement authorized by Section 30 of this Ordinance (i) under the headings
"OFFICIAL STATEMENT SUMMARY," "CITY TAX DEBT," "TAX DATA," "SELECTED
FINANCIAL DATA," "INVESTMENT AUTHORITY AND INVESTMENT OBJECTIVES OF
THE CITY--Current Investments," and in Appendix "B". The information to be provided shall
include the complete financial statements of the City prepared in accordance with the accounting
principles the City may be required to employ from time to time pursuant to State law or
regulation and audited, if the City commissions an audit and the audit is completed within the
period during which they must be provided. If the audit of such financial statements is not
complete within such period, then the City shall provide unaudited financial statements for the
applicable fiscal year to each NRMSIR and the SID within such six month period, and audited
financial statements when and if the audit report on such statements becomes available.
If the City changes its fiscal year, it will notify each NRMSIR and the SID of the change
(and of the date of the new fiscal year end) prior to the next date by which the City otherwise
would be required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document, if it is available from the
MSRB) that theretofore has been provided to each NRMSIR and the SID or filed with the SEC.
(b) Material Event Notices. The City shall notify the SID and either each NRMSIR
or the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if
such event is material within the meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults;
C. Unscheduled draws on debt service reserves reflecting financial
diffi cuI ti es;
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< ~ ../~ .', ~
D. Unscheduled draws on credit enhancements reflecting financial
d~fficulties;
E~ Substitution of credit or liquidity providers, or their failure to
perform;
F~ Adverse tax opinions or events affecting the tax-exempt status of
the Bonds;
G. Modifications to rights of holders of the Bonds;
H. Bond calls;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the
Bonds; and
K. Rating changes.
The City shall notify the SID and either each NRMSIR or the MSRB, in a timely manner,
of any failure by the City to provide financial information or operating data in accordance with
Section 31 (a) of this Ordinance by the time required by such Section.
(c) Limitations__ Disclaimers~ and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an nobligated person" with respect to the Bonds within the meaning of the
Rule, except that the City in any event will give notice of any deposit made in accordance with
Texas law that causes Bonds no longer to be outstanding~
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
presentation 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~
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. {
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or ~default under this Ordinance for purposes of any other provision of this
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 securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, change in law, or change
in the identity, nature, status or type of operations of the City, if (i) the agreement, as amended,
would have permitted an underwriter to purchase or sell Bonds in the initial primary offering 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 (ii) either (a) the
holders of a majority in aggregate principal amount of the outstanding Bonds consent to such
amendment, or (b) any person unaffiliated with the City (such as nationally recognized bond
counsel), determines that the amendment will not materially impair the interests of the holders
and beneficial owners of the Bonds. The City may also amend or repeal the agreement if the SEe
amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines
that such provisions are invalid, but only to the extent that its right to do so would not prevent an
underwriter from purchasing the Bonds in the initial primary offering in compliance with the
Rule. If the City amends its agreement, the City will include in its next annual update an
explanation in narrative form of the reasons for the amendment and its impact on the type of
operating data or financial information being provided..
32. Registrar. The form of agreement setting forth the duties of the Registrar is
hereby approved, and the appropriate officials of the City are hereby authorized to execute such
agreement for and on behalf of the City.
33. No Personal Liability. No recourse shall be had for payment of the principal of or
interest on any Bonds or for any claim based thereon, or on this Ordinance, against any official
or employee of the City or any person executing any Bonds.
34. Open Meeting. The meeting at which this Ordinance is adopted was open to the
public, and public notice of the time, place and purpose of said meeting was given, all as
required by the Texas Open Meetings Act; and such notice as given is hereby authorized,
approved, adopted and ratified.
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~'" ~ i.
PASSED AND APPROVED on the 14th day of March, 2005.
Mayor
City of West University Place, Texas
ATTEST:
. ~
City e~~et~
City of West University Place, Texas
(SEAL)
REVIEWED:
j\l~~~
City Attorney
City of West University Place, Texas
I certify that the above and foregoing ordinance complies with a budget appropriation
(Account No. :;,~ /tfY ), and that there is or will be enough unencumbered money in that
account to meet the obligation when it is due.
cJdt CYo-n---
Finance Director
City of West University Place, Texas
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