COUNCIL
COMMUNICATION
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DATE: 08/08/2002
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SUBJECT: FINAL READING OF ORDINANCE 2002-O-175 Authorizing
the issuance of City of Laredo, Texas, International Toll Bridge System
Revenue Bonds, Series 2002, in the principal amount of $12,890,000 for the
renovation and improvements of Bridge No. 1 with pedestrian way improvements
and construction of duty free export building attached to an administration
building, and other improvements in connection therewith, approving an
official statement, authorizing the execution of a purchase contract, and
other matters related thereto and authorizing amendment to the City’s budget
to appropriate such proceeds for purposes authorized herein. |
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INITIATED BY: Larry Dovalina, City Manager |
STAFF SOURCE: Pete Tart, McCall Parkhurst & Horton, L. L. P. Rosario C. Cabello, Finance Director |
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PREVIOUS COUNCIL ACTION: On May 20, 2002, Noe Hinojosa of
Estrada-Hinojosa & Co., Financial Consultants, presented to City Council
the Plan of Finance for this and other proposed bond issues. A public hearing and an
introduction of this ordinance was held on August 5, 2002. |
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BACKGROUND: The bond proceeds will be used for the renovation of
Bridge No. 1 in order to accommodate
pedestrian in and out flow. This will
enhance the current appearance while ensuring a more expedient and safer
passage to pedestrians. The project
includes renovation and improvements to the administration building and duty
free export building. The
improvements have been identified as part of El Portal Project Improvements. |
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FINANCIAL IMPACT: The interest on the bond
is to be determined at the time of the sale.
A debt service payment will be incurred and paid semi-annually and
will be included on future City of Laredo budgets. |
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COMMITTEE RECOMMENDATION: |
STAFF
RECOMMENDATION: Hold a public hearing and introduce this ordinance. |
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AUTHORIZING THE ISSUANCE OF CITY OF LAREDO, TEXAS INTERNATIONAL TOLL BRIDGE SYSTEM REVENUE BONDS, SERIES 2002, IN THE PRINCIPAL AMOUNT OF $12,890,000 FOR THE RENOVATIONS AND IMPROVEMENTS OF BRIDGE NO. 1 WITH PEDESTRIAN WAY IMPROVEMENTS AND CONSTRUCTION OF DUTY FREE EXPORT BUILDING ATTACHED TO ADMINISTRATION BUILDING, AND OTHER IMPROVEMENTS IN CONNECTION THEREWITH, APPROVING AN OFFICIAL STATEMENT, AUTHORIZING THE EXECUTION OF A PURCHASE CONTRACT, AND AUTHORIZING AMENDMENT TO THE CITY’S BUDGET TO APPRORIATE SUCH PROCEEDS FOR PURPOSES AUTHORIZED HEREIN, AND OTHER MATTERS RELATED THERETO
COUNTY OF WEBB §
CITY OF LAREDO §
WHEREAS,
the following International Toll Bridge System Revenue Bonds of the City of
Laredo are presently outstanding:
City of Laredo
International Toll Bridge System Revenue Refunding Bonds, Series 1996, dated
June 1, 1996, maturities October 1, 2002 through October 1, 2010, in the
aggregate principal amount of $12,380,000 (the "Series 1996 Bonds");
and
City of Laredo
International Toll Bridge System Revenue Bonds, Series 1998A, dated September
1, 1998, maturities October 1, 2002 through October 1, 2018, in the aggregate
principal amount of $19,315,000 (the "Series 1998A Bonds"); and
City of Laredo
International Toll Bridge System Taxable Revenue Bonds, Series 1998B, dated
September 1, 1998, maturities October 1, 2002 through October 1, 2004, in the
aggregate principal amount of $5,660,000 (the "Series 1998B Bonds");
and
City of Laredo
International Toll Bridge System Revenue Bonds, Series 1999, dated July 1,
1999, maturities October 1, 2003 through October 1, 2019, in the aggregate
principal amount of $8,270,000 (the "Series 1999 Bonds"); and
WHEREAS,
the bonds hereinafter authorized and designated and to be issued and delivered
as Additional Bonds pursuant to Chapter 367, Texas Transportation Code, for the
construction of an international toll bridge across the Rio Grande River
between the international borders of the State of Texas and the Republic of Mexico which is within
fifteen miles of the corporate limits of the City of Laredo, to-wit: for the
renovations and improvements of Bridge No. 1 with pedestrian way improvements
and construction of duty free export building which is attached to the Toll
Bridge No. 1 administration building and other improvements in connection
therewith for the City's International Toll Bridge System; and
WHEREAS,
the City has entered into an agreement with the Texas Department of
Transportation in connection with the construction of an international toll
bridge and approaches thereto by which federal funds will be deposited into a
State Infrastructure bank ("SIB") which will lend such federal funds
to the City for the construction of Bridge No. IV with such advances to be
repaid from surplus revenues of the International Toll Bridge System (as
defined herein) pursuant to Section 21 of the Ordinance; and
WHEREAS,
said meeting was open to the public and published notice of such meeting of the
time, place and purpose was given, all as required by Chapter 551, Texas
Government Code.
THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LAREDO, TEXAS:
Section
1. AMOUNT AND PURPOSE OF THE
BONDS. The bond or bonds of the City of
Laredo (the "Issuer") are hereby authorized to be issued and
delivered in the aggregate principal amount of $12,890,000 for the purpose of
providing funds to acquire, purchase, construct, improve, enlarge and equip an
International Toll Bridge, to-wit: for the renovations and improvements of
Bridge No. 1 with pedestrian way improvements and construction of duty free
export building which is attached to the Toll Bridge No. 1 administration
building and other improvements in connection therewith for the Issuer's
International Toll Bridge System.
Section
2. DESIGNATION OF THE BONDS. Each bond issued pursuant to this Ordinance
shall be designated: "CITY OF
LAREDO, TEXAS INTERNATIONAL TOLL BRIDGE SYSTEM REVENUE BOND, SERIES 2002",
and initially there shall be issued, sold, and delivered hereunder a single
fully registered bond, without interest coupons, payable in annual installments
of principal (the "Initial Bond"), but the Initial Bond may be
assigned and transferred and/or converted into and exchanged for a like
aggregate principal amount of fully registered bonds, without interest coupons,
having serial and annual maturities, and in the denomination or denominations
of $5,000 or any integral multiple of $5,000, all in the manner hereinafter
provided. The term "Bonds" as
used in this Ordinance shall mean and include collectively the Initial Bond and
all substitute bonds exchanged therefor, as well as all other substitute bonds and
replacement bonds issued pursuant hereto, and the term "Bond" shall
mean any of the Bonds.
Section
3. INITIAL DATE, DENOMINATION,
NUMBER, MATURITIES, INITIAL REGISTERED OWNER, AND CHARACTERISTICS OF THE
INITIAL BOND. (a) The Initial Bond is hereby authorized to be
issued, sold, and delivered hereunder
as a single fully registered Bond, without interest coupons, dated July 15,
2002, in the original denomination and principal numbered R-1, payable in
annual installments of principal to the initial registered owner thereof,
to-wit: A. G. EDWARDS & SONS, INC., or to the registered
assignee or assignees of said Bond or any portion or portions thereof (in each
case, the "registered owner"), with the annual installments of
principal of the Initial Bond to be payable on the dates, respectively, and in
the principal amounts, respectively, stated in the FORM OF INITIAL BOND set
forth in this Ordinance.
(b) The Initial Bond (i) may be prepaid or
redeemed prior to the respective scheduled due dates of installments of
principal thereof, (ii) may be assigned and transferred, (iii) may be converted
and exchanged for other Bonds, (iv) shall have the characteristics, and (v)
shall be signed and sealed, and the principal of and interest on the Initial
Bond shall be payable, all as provided, and in the manner required or
indicated, in the FORM OF INITIAL BOND set forth in this Ordinance.
Section
4. INTEREST. The unpaid principal balance of the Initial
Bond shall bear interest from the date of the Initial Bond and will be
calculated on the basis of a 360-day year of twelve 30-day months to the
respective scheduled due dates, or to the respective dates of prepayment or
redemption, of the installments of principal of the Initial Bond, and said
interest shall be payable, all in the manner provided and at the rates and on
the dates stated in the FORM OF INITIAL BOND set forth in this Ordinance.
Section
5. FORM OF INITIAL BOND. The form of the Initial Bond, including the
form of Registration Certificate of the Comptroller of Public Accounts of the
State of Texas to be endorsed on the Initial Bond, shall be substantially as
follows:
NO. R-1 $12,890,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF WEBB
CITY OF LAREDO, TEXAS
INTERNATIONAL TOLL
BRIDGE SYSTEM REVENUE BOND
SERIES 2002
THE
CITY OF LAREDO, in Webb County, Texas (the "Issuer"), being a
political subdivision of the State of Texas, hereby promises to pay to
A. G. EDWARDS &
SONS, INC.
or to the registered assignee or assignees of
this Bond or any portion or portions hereof (in each case, the "registered
owner") the aggregate principal amount of
in annual installments of principal due and
payable on October 1 in each of the years, and in the respective principal
amounts, as set forth in the following schedule:
YEAR |
AMOUNT |
|
YEAR |
AMOUNT |
|
2003 |
405,000 |
|
2013 |
620,000 |
|
2004 |
420,000 |
|
2014 |
655,000 |
|
2005 |
435,000 |
|
2015 |
690,000 |
|
2006 |
450,000 |
|
2016 |
725,000 |
|
2007 |
470,000 |
|
2017 |
770,000 |
|
2008 |
490,000 |
|
2018 |
810,000 |
|
2009 |
510,000 |
|
2019 |
860,000 |
|
2010 |
535,000 |
|
2020 |
910,000 |
|
2011 |
560,000 |
|
2021 |
965,000 |
|
2012 |
590,000 |
|
2022 |
1,020,000 |
and to pay interest, from the date of this Bond
hereinafter stated, on the balance of each such installment of principal,
respectively, from time to time remaining unpaid, at the rates as follows:
|
maturity 2003, |
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% |
|
maturity 2013, |
|
% |
|
maturity 2004, |
|
% |
|
maturity 2014, |
|
% |
|
maturity 2005, |
|
% |
|
maturity 2015, |
|
% |
|
maturity 2006, |
|
% |
|
maturity 2016, |
|
% |
|
maturity 2007, |
|
% |
|
maturity 2017, |
|
% |
|
maturity 2008, |
|
% |
|
maturity 2018, |
|
% |
|
maturity 2009, |
|
% |
|
maturity 2019, |
|
% |
|
maturity 2010, |
|
% |
|
maturity 2020, |
|
% |
|
maturity 2011, |
|
% |
|
maturity 2021, |
|
% |
|
maturity 2012, |
|
% |
|
maturity 2022, |
|
% |
with said interest being payable on April 1,
2003, and semiannually on each October 1 and April 1 thereafter while this Bond
or any portion hereof is outstanding and unpaid.
THE
INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Bond are payable in
lawful money of the United States of America, without exchange or collection
charges. The installments of principal
and the interest on this Bond are payable to the registered owner hereof
through the services of THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA,
N.A., DALLAS, TEXAS, which is the "Paying Agent/Registrar"
for this Bond. Payment of all principal
of and interest on this Bond shall be made by the Paying Agent/Registrar to the
registered owner hereof on each principal and/or interest payment date by check
or draft, dated as of such date, drawn by the Paying Agent/Registrar on, and
payable solely from, funds of the Issuer required by the ordinance authorizing
the issuance of this Bond (the "Bond Ordinance") to be on deposit
with the Paying Agent/Registrar for such purpose as hereinafter provided; and
such check or draft shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, on each such principal and/or
interest payment date, to the registered owner hereof, at the address of the
registered owner, as it appeared on the 15th day of the month next preceding
each such date (the "Record Date") on the Registration Books kept by
the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other methods
acceptable to the Paying Agent/Registrar requested by, and at the risk and
expense of, the registered owner. The
Issuer covenants with the registered owner of this Bond that on or before each
principal and/or interest payment date for this Bond it will make available to
the Paying Agent/Registrar, from the "Interest and Redemption Fund"
created by the Bond Ordinance, the amounts required to provide for the payment,
in immediately available funds, of all principal of and interest on this Bond,
when due.
IF
THE DATE for the payment of the principal of or interest on this Bond shall be
a Saturday, Sunday, a legal holiday, or a day on which banking institutions in
the city where the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next
succeeding day which is not such 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.
THIS
BOND has been authorized in accordance with the Constitution and laws of the
State of Texas for the purpose of providing funds to acquire, purchase,
construct, improve, enlarge and equip an International Toll Bridge, to-wit: for
the renovations and improvements of Bridge No. 1 with pedestrian way
improvements and construction of duty free export building which is attached to
the Toll Bridge No. 1 administration building and other improvements in
connection therewith for the Issuer's International Toll Bridge System.
ON
OCTOBER 1, 2012, or any date thereafter, the unpaid installments of principal
of this Bond may be prepaid or redeemed prior to their scheduled due dates, at
the option of the Issuer, with funds derived from any available source, as a
whole, or in part, and, if in part, the Issuer shall select and designate the
maturity, or maturities, and the amount that is to be redeemed, and if less
than a whole maturity is to be called, the Issuer shall direct the Paying
Agent/Registrar to call by lot (provided that a portion of this Bond may be
redeemed only in an integral multiple of $5,000), at the redemption price of
the principal amount, plus accrued interest to the date fixed for prepayment or
redemption.
AT
LEAST 30 days prior to the date fixed for any such prepayment or redemption a
written notice of such prepayment or redemption shall be mailed by the Paying
Agent/Registrar to the registered owner hereof. By the date fixed for any such prepayment or redemption due
provision shall be made by the Issuer with the Paying Agent/Registrar for the
payment of the required prepayment or redemption price for this Bond or the
portion hereof which is to be so prepaid or redeemed, plus accrued interest
thereon to the date fixed for prepayment or redemption. If such written notice of prepayment or
redemption is given, and if due provision for such payment is made, all as
provided above, this Bond, or the portion thereof which is to be so prepaid or
redeemed, thereby automatically shall be treated as prepaid or redeemed prior
to its scheduled due date, and shall not bear interest after the date fixed for
its prepayment or redemption, and shall not be regarded as being outstanding
except for the right of the registered owner to receive the prepayment or
redemption price plus accrued interest to the date fixed for prepayment or
redemption from the Paying Agent/Registrar out of the funds provided for such
payment. The Paying Agent/Registrar
shall record in the Registration Books all such prepayments or redemptions of
principal of this Bond or any portion hereof.
THIS
BOND, to the extent of the unpaid or unredeemed principal balance hereof, or
any unpaid and unredeemed portion hereof in any integral multiple of $5,000,
may be assigned by the initial registered owner hereof and shall be transferred
only in the Registration Books of the Issuer kept by the Paying Agent/Registrar
acting in the capacity of registrar for the Bonds, upon the terms and
conditions set forth in the Bond Ordinance.
Among other requirements for such transfer, this Bond must be presented
and surrendered to the Paying Agent/Registrar for cancellation, together with
proper instruments of assignment, in form and with guarantee of signatures
satisfactory to the Paying Agent/Registrar, evidencing assignment by the
initial registered owner of this Bond, or any portion or portions hereof in any
integral multiple of $5,000, to the assignee or assignees in whose name or
names this Bond or any such portion or portions hereof is or are to be
transferred and registered. Any
instrument or instruments of assignment satisfactory to the Paying
Agent/Registrar may be used to evidence the assignment of this Bond or any such
portion or portions hereof by the initial registered owner hereof. A new bond or bonds payable to such assignee
or assignees (which then will be the new registered owner or owners of such new
Bond or Bonds) or to the initial registered owner as to any portion of this
Bond which is not being assigned and transferred by the initial registered
owner, shall be delivered by the Paying Agent/Registrar in conversion of and
exchange for this Bond or any portion or portions hereof, but solely in the
form and manner as provided in the next paragraph hereof for the conversion and
exchange of this Bond or any portion hereof.
The registered owner of this Bond shall be deemed and treated by the
Issuer and the Paying Agent/Registrar as the absolute owner hereof for all
purposes, including payment and discharge of liability upon this Bond to the
extent of such payment, and the Issuer and the Paying Agent/Registrar shall not
be affected by any notice to the contrary.
AS
PROVIDED above and in the Bond Ordinance, this Bond, to the extent of the
unpaid or unredeemed principal balance hereof, may be converted into and
exchanged for a like aggregate principal amount of fully registered bonds,
without interest coupons, payable to the assignee or assignees duly designated
in writing by the initial registered owner hereof, or to the initial registered
owner as to any portion of this Bond which is not being assigned and
transferred by the initial registered owner, in any denomination or
denominations in any integral multiple of $5,000 (subject to the requirement
hereinafter stated that each substitute bond issued in exchange for any portion
of this Bond shall have a single stated principal maturity date), upon
surrender of this Bond to the Paying Agent/Registrar for cancellation, all in
accordance with the form and procedures set forth in the Bond Ordinance. If this Bond or any portion hereof is
assigned and transferred or converted each bond issued in exchange for any
portion hereof shall have a single stated principal maturity date corresponding
to the due date of the installment of principal of this Bond or portion hereof
for which the substitute bond is being exchanged, and shall bear interest at
the rate applicable to and borne by such installment of principal or portion
thereof. Such bonds, respectively,
shall be subject to redemption prior to maturity on the same dates and for the
same prices as the corresponding installment of principal of this Bond or
portion hereof for which they are being exchanged. No such bond shall be payable in installments, but shall have
only one stated principal maturity date.
AS PROVIDED IN THE BOND ORDINANCE, THIS BOND IN ITS PRESENT FORM MAY BE
ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and to one or more assignees,
but the bonds issued and delivered in exchange for this Bond or any portion
hereof may be assigned and transferred, and converted, subsequently, as
provided in the Bond Ordinance. The
Issuer shall pay the Paying Agent/Registrar's standard or customary fees and
charges for transferring, converting, and exchanging this Bond or any portion
thereof, but the one requesting such transfer, conversion, and exchange shall
pay any taxes or governmental charges required to be paid with respect
thereto. The Paying Agent/Registrar
shall not be required to make any such assignment, conversion, or exchange (i)
during the period commencing with the close of business on any Record Date and
ending with the opening of business on the next following principal or interest
payment date, or, (ii) with respect to any Bond or portion thereof called for
prepayment or redemption prior to maturity, within 45 days prior to its
prepayment or redemption date.
IN
THE EVENT any Paying Agent/Registrar for this Bond is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the
Bond Ordinance that it promptly will appoint a competent and legally qualified
substitute therefor, and promptly will cause written notice thereof to be
mailed to the registered owner of this Bond.
IT
IS HEREBY certified, recited, and covenanted that this Bond has been duly and
validly authorized, issued, and delivered; that all acts, conditions, and
things required or proper to be performed, exist, and be done precedent to or
in the authorization, issuance, and delivery of this Bond have been performed,
existed, and been done in accordance with law; that the interest on and
principal of this Bond and the Series of which it is a part, together with
other outstanding revenue bonds, constitute special obligations of the Issuer,
secured by and payable from a first lien on and pledge of the "Pledged
Revenues", including the Net Revenues of the Issuer's International Toll
Bridge System.
THE
ISSUER has reserved the right, subject to the restrictions stated in the Bond
Ordinance, to issue additional parity bonds which also may be secured by and
payable from a first lien on and pledge
of the aforesaid Pledged Revenues.
THE
ISSUER also has reserved the right, subject to the restrictions stated in the
Bond Ordinance, to amend the Bond Ordinance.
THE
OWNER HEREOF shall never have the right to demand payment of this Bond or the
interest hereon out of any funds raised or to be raised by taxation, or from
any sources whatsoever other than those described in the Bond Ordinance.
BY
BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to
be bound by such terms and provisions, acknowledges that the Bond Ordinance is
duly recorded and available for inspection in the official minutes and records
of the governing body of the Issuer, and agrees that the terms and provisions
of this Bond and the Bond Ordinance constitute a contract between the
registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this
Bond to be signed with the manual signature of the Mayor of the Issuer and
countersigned with the manual signature of the City Secretary of the Issuer,
has caused the official seal of the Issuer to be duly impressed on this Bond,
and has caused this Bond to be dated July 15, 2002.
|
City Secretary |
|
Mayor |
(CITY SEAL)
FORM OF REGISTRATION
CERTIFICATE OF THE
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
Comptroller
of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
Section
6. ADDITIONAL CHARACTERISTICS OF
THE BONDS. (a) Registration and Transfer. The Issuer shall keep or cause to be kept at
the principal corporate trust office of THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A., DALLAS, TEXAS (the "Paying
Agent/Registrar") books or records of the registration and transfer of the
Bonds (the "Registration Books"), and the Issuer hereby appoints the
Paying Agent/Registrar as its registrar and transfer agent to keep such books
or records and make such transfers and registrations under such reasonable
regulations as the Issuer and Paying Agent/Registrar may prescribe; and the
Paying Agent/Registrar shall make such transfers and registrations as herein
provided. The Paying Agent/Registrar
shall obtain and record in the Registration Books the address of the registered
owner of each Bond to which payments with respect to the Bonds shall be mailed,
as herein provided; but it shall be the duty of each registered owner to notify
the Paying Agent/Registrar in writing of the address to which payments shall be
mailed, and such interest payments shall not be mailed unless such notice has
been given. The Issuer shall have the
right to inspect the Registration Books during regular business hours of the
Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the
Registration Books confidential and, unless otherwise required by law, shall
not permit their inspection by any other entity. Registration of each Bond may be transferred in the Registration
Books only upon presentation and surrender of such Bond to the Paying
Agent/Registrar for transfer of registration and cancellation, together with
proper written instruments of assignment, in form and with guarantee of signatures
satisfactory to the Paying Agent/Registrar, (i) evidencing the assignment of
the Bond, or any portion thereof in any integral multiple of $5,000, to the
assignee or assignees thereof, and (ii) the right of such assignee or assignees
to have the Bond or any such portion thereof registered in the name of
such assignee or assignees. Upon the assignment and transfer of any Bond
or any portion thereof, a new substitute Bond or Bonds shall be issued in
conversion and exchange therefor in the manner herein provided. The Initial Bond, to the extent of the
unpaid or unredeemed principal balance thereof, may be assigned and transferred
by the initial registered owner thereof once only, and to one or more assignees
designated in writing by the initial registered owner thereof. All Bonds issued and delivered in conversion
of and exchange for the Initial Bond shall be in any denomination or
denominations of any integral multiple of $5,000 (subject to the requirement
hereinafter stated that each substitute Bond shall have a single stated
principal maturity date), shall be in the form prescribed in the FORM OF
SUBSTITUTE BOND set forth in this Ordinance, and shall have the
characteristics, and may be assigned, transferred, and converted as hereinafter
provided. If the Initial Bond or any
portion thereof is assigned and transferred or converted the Initial Bond must
be surrendered to the Paying Agent/Registrar for cancellation, and each Bond
issued in exchange for any portion of the Initial Bond shall have a single stated
principal maturity date, and shall not be payable in installments; and each
such Bond shall have a principal maturity date corresponding to the due date of
the installment of principal or portion thereof for which the substitute Bond
is being exchanged; and each such Bond shall bear interest at the single rate
applicable to and borne by such installment of principal or portion thereof for
which it is being exchanged. If only a
portion of the Initial Bond is assigned and transferred, there shall be delivered
to and registered in the name of the initial registered owner substitute Bonds
in exchange for the unassigned balance of the Initial Bond in the same manner
as if the initial registered owner were the assignee thereof. If any Bond or portion thereof other than
the Initial Bond is assigned and transferred or converted each Bond issued in
exchange shall have the same principal
maturity date and bear interest at the same rate as the Bond for which it is
exchanged. A form of assignment shall
be printed or endorsed on each Bond, excepting the Initial Bond, which shall be
executed by the registered owner or its duly authorized attorney or
representative to evidence an assignment thereof. Upon surrender of any Bonds or any portion or portions thereof for
transfer of registration, an authorized representative of the Paying
Agent/Registrar shall make such transfer in the Registration Books, and shall
deliver a new fully registered substitute Bond or Bonds, having the
characteristics herein described, payable to such assignee or assignees (which
then will be the registered owner or owners of such new Bond or Bonds), or to
the previous registered owner in case only a portion of a Bond is being
assigned and transferred, all in conversion of and exchange for said assigned
Bond or Bonds or any portion or portions thereof, in the same form and manner,
and with the same effect, as provided in Section 6(d), below, for the
conversion and exchange of Bonds by any registered owner of a Bond. The Issuer shall pay the Paying
Agent/Registrar's standard or customary fees and charges for making such
transfer and delivery of a substitute Bond or Bonds, but the one requesting
such transfer shall pay any taxes or other governmental charges required to be
paid with respect thereto. The Paying
Agent/Registrar shall not be required to make transfers of registration of any
Bond or any portion thereof (i) during the period commencing with the close of
business on any Record Date and ending with the opening of business on the next
following principal or interest payment date, or, (ii) with respect to any Bond
or any portion thereof called for redemption prior to maturity, within 30 days
prior to its redemption date.
(b) Ownership of Bonds. The entity in whose name any Bond shall be
registered in the Registration Books at any time shall be deemed and treated as
the absolute owner thereof for all purposes of this Ordinance, whether or not
such Bond shall be overdue, and the Issuer and the Paying Agent/Registrar shall
not be affected by any notice to the contrary; and payment of, or on account
of, the principal of, premium, if any, and interest on any such Bond shall be
made only to such registered owner. All
such payments shall be valid and effectual to satisfy and discharge the liability
upon such Bond to the extent of the sum or sums so paid.
(c) Payment of Bonds and Interest. The Issuer hereby further appoints the
Paying Agent/Registrar to act as the paying agent for paying the principal of
and interest on the Bonds, and to act as its agent to convert and exchange or
replace Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the Issuer and the Paying Agent/Registrar with respect to the
Bonds, and of all conversions and exchanges of Bonds, and all replacements of
Bonds, as provided in this Ordinance.
However, 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 Issuer. Notice of the
Special Record Date and of the scheduled payment date of the past due interest (which
shall be l5 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 Bondholder appearing on the
Security Register at the close of business on the last business day next
preceding the date of mailing of such notice.
(d) Conversion and Exchange or Replacement;
Authentication. Each Bond issued and
delivered pursuant to this Ordinance,
to the extent of the unpaid or unredeemed principal balance or principal amount
thereof, may, upon surrender of such Bond at the principal corporate trust
office of the Paying Agent/Registrar, together with a written request therefor
duly executed by the registered owner
or the assignee or assignees thereof, or its or their duly authorized attorneys
or representatives, with guarantee of signatures satisfactory to the Paying
Agent/Registrar, may, at the option of the registered owner or such assignee or
assignees, as appropriate, be converted into and exchanged for fully registered
bonds, without interest coupons, in the form prescribed in the FORM OF
SUBSTITUTE BOND set forth in this Ordinance, in the denomination of $5,000, or
any integral multiple of $5,000 (subject to the requirement hereinafter stated
that each substitute Bond shall have a single stated maturity date), as
requested in writing by such registered owner or such assignee or assignees, in
an aggregate principal amount equal to the unpaid or unredeemed principal
balance or principal amount of any Bond or Bonds so surrendered, and payable to
the appropriate registered owner, assignee, or assignees, as the case may
be. If the Initial Bond is assigned and
transferred or converted each substitute Bond issued in exchange for any portion
of the Initial Bond shall have a single stated principal maturity date, and
shall not be payable in installments; and each such Bond shall have a principal
maturity date corresponding to the due date of the installment of principal or
portion thereof for which the substitute Bond is being exchanged; and each such
Bond shall bear interest at the single rate applicable to and borne by such
installment of principal or portion thereof for which it is being
exchanged. If a portion of any Bond
(other than the Initial Bond) shall be redeemed prior to its scheduled maturity
as provided herein, a substitute Bond or Bonds having the same maturity date,
bearing interest at the same rate, in the denomination or denominations of any
integral multiple of $5,000 at the request of the registered owner, and in
aggregate principal amount equal to the unredeemed portion thereof, will be
issued to the registered owner upon surrender thereof for cancellation. If any Bond or portion thereof (other than
the Initial Bond) is assigned and transferred or converted, each Bond issued in
exchange therefor shall have the same principal maturity date and bear interest
at the same rate as the Bond for which it is being exchanged. Each substitute Bond shall bear a letter
and/or number to distinguish it from each other Bond. The Paying Agent/Registrar shall convert and exchange or replace
Bonds as provided herein, and each fully registered bond delivered in
conversion of and exchange for or replacement of any Bond or portion thereof as
permitted or required by any provision of this Ordinance shall constitute one
of the Bonds for all purposes of this Ordinance, and may again be converted and
exchanged or replaced. It is
specifically provided that any Bond authenticated in conversion of and exchange
for or replacement of another Bond on or prior to the first scheduled Record
Date for the Initial Bond shall bear interest from the date of the Initial
Bond, but each substitute Bond so authenticated after such first scheduled
Record Date shall bear interest from the interest payment date next preceding
the date on which such substitute Bond was so authenticated, unless such Bond
is authenticated after any Record Date but on or before the next following
interest payment date, in which case it shall bear interest from such next
following interest payment date; provided, however, that if at the time of
delivery of any substitute Bond the interest on the Bond for which it is being
exchanged is due but has not been paid, then such Bond shall bear interest from
the date to which such interest has been paid in full. THE INITIAL BOND issued and delivered
pursuant to this Ordinance is not required to be, and shall not be,
authenticated by the Paying Agent/ Registrar, but on each substitute Bond issued
in conversion of and exchange for or replacement of any Bond or Bonds issued
under this Ordinance there shall be printed a certificate, in the form
substantially as follows:
"PAYING
AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It
is hereby certified that this Bond has been issued under the provisions of the
Bond Ordinance described on the face of this Bond; and that this Bond has been
issued in conversion of and exchange for or replacement of a bond, bonds, or a
portion of a bond or bonds of an issue which originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts of the State of Texas.
Paying Agent/Registrar
Dated __________ By_________________________
Authorized
Representative"
An authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually
sign the above Certificate, and no such Bond shall be deemed to be issued or
outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Bonds
surrendered for conversion and exchange or replacement. No additional ordinances, orders, or resolutions
need be passed or adopted by the governing body of the Issuer or any other body
or person so as to accomplish the foregoing conversion and exchange or
replacement of any Bond or portion thereof, and the Paying Agent/Registrar
shall provide for the printing, execution, and delivery of the substitute Bonds
in the manner prescribed herein, and said Bonds shall be of type composition
printed on paper with lithographed or steel engraved borders of customary
weight and strength. Pursuant to
Chapter 1201, Texas Government Code, the duty of conversion and exchange or
replacement of Bonds as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of the above Paying Agent/Registrar's
Authentication Certificate, the converted and exchanged or replaced Bond shall
be valid, incontestable, and enforceable in the same manner and with the same
effect as the Initial Bond which originally was issued pursuant to this
Ordinance, approved by the Attorney General, and registered by the Comptroller
of Public Accounts. The Issuer shall
pay the Paying Agent/Registrar's standard or customary fees and charges for
transferring, converting, and exchanging any Bond or any portion thereof, but
the one requesting any such transfer, conversion, and exchange shall pay any
taxes or governmental charges required to be paid with respect thereto as a
condition precedent to the exercise of such privilege of conversion and
exchange. The Paying Agent/Registrar
shall not be required to make any such conversion and exchange or replacement
of Bonds or any portion thereof (i) during the period commencing with the close
of business on any Record Date and ending with the opening of business on the
next following principal or interest payment date, or, (ii) with respect to any
Bond or portion thereof called for redemption prior to maturity, within 45 days
prior to its redemption date.
(e) In General.
All Bonds issued in conversion and exchange or replacement of any other
Bond or portion thereof, (i) shall be issued in fully registered form, without
interest coupons, with the principal of and interest on such Bonds to be
payable only to the registered owners thereof, (ii) may be redeemed prior to
their scheduled maturities, (iii) may be transferred and assigned, (iv) may be
converted and exchanged for other Bonds, (v) shall have the characteristics,
(vi) shall be signed and sealed, and (vii) the principal of and interest on the
Bonds shall be payable, all as provided, and in the manner required or
indicated, in the FORM OF SUBSTITUTE BOND set forth in this Ordinance.
(f) Payment of Fees and Charges. The Issuer hereby covenants with the
registered owners of the Bonds that it will (i) pay the standard or customary
fees and charges of the Paying Agent/Registrar for its services with respect to
the payment of the principal of and interest on the Bonds, when due, and (ii)
pay the fees and charges of the Paying Agent/Registrar for services with
respect to the transfer of registration of Bonds, and with respect to the
conversion and exchange of Bonds solely to the extent above provided in this
Ordinance.
(g) Substitute Paying Agent/Registrar. The Issuer covenants with the registered
owners of the Bonds that at all times while the Bonds are outstanding the
Issuer will provide a competent and legally qualified bank, trust company,
financial institution, or other agency to act as and perform the services of
Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The
Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar
upon not less than 120 days written notice to the Paying Agent/ Registrar, to
be effective not later than 60 days prior to the next principal or interest
payment date after such notice. In the
event that the entity at any time acting as Paying Agent/Registrar (or its
successor by merger, acquisition, or other method) should resign or otherwise
cease to act as such, the Issuer covenants that promptly it will appoint a
competent and legally qualified bank, trust company, financial institution, or
other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying
Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer
and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bonds, to the new Paying
Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying
Agent/Registrar, the Issuer promptly will cause a written notice thereof to be
sent by the new Paying Agent/Registrar to each registered owner of the Bonds,
by United States mail, first-class postage prepaid, which notice also shall
give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this
Ordinance, and a certified copy of this Ordinance shall be delivered to each
Paying Agent/Registrar.
(h) Book-Entry Only System. The Bonds issued in exchange for the Bonds initially issued to the purchaser specified herein shall be initially issued in the form of a separate single fully registered Bond for each of the maturiti