COUNCIL
COMMUNICATION
|
DATE: 08/08/2002
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SUBJECT: FINAL READING OF ORDINANCE 2002-O-176 Authorizing
the issuance of City of Laredo, Texas, Combination Tax and Revenue
Certificates of Obligation, Series 2002, in the principal amount of
$9,965,000 for paying all or a portion of the City’s contractual obligations
for the purpose of acquisition of downtown property to be used for future
municipal offices; acquisition of the Slaughter Farm land to be used for
municipal park space, including sports fields, nature trails and other park
recreational uses; acquisition of land in northeast of Laredo, to be used for
a municipal solid waste landfill; acquisition of land for the fire and law
enforcement training center; acquisition of downtown property, including improvements
for surface municipal parking lot, and of the payment of legal, fiscal,
architectural and engineering fees in connection with such projects and
authorizing amendment to the City’s budget to appropriate such proceeds for
purposes authorized herein; and approving an official statement and
authorizing the execution of a purchase contract; and ordaining other matters
related to the subject. |
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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 introduction
of this ordinance was held on August 5, 2002. |
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BACKGROUND: The City has identified several properties to be acquired
in order to undertake different projects for Landfill, Parks and Recreation,
Fire Department and other departments and in order to finance such project
deems it appropriate to issue Certificate of Obligation bonds. The proceeds will also be used for the
payment of legal, fiscal, architectural and engineering fees in connection will
such projects. |
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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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ORDINANCE NO. 2002-0-176
AUTHORIZING
THE ISSUANCE OF CITY OF LAREDO, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES
OF OBLIGATION, SERIES 2002, IN THE PRINCIPAL AMOUNT OF $9,965,000 FOR PAYING
ALL OR A PORTION OF THE CITY’S CONTRACTUAL OBLIGATIONS FOR THE PURPOSE OF
ACQUISITION OF DOWNTOWN PROPERTY TO BE USED FOR FUTURE MUNICIPAL OFFICES;
ACQUISITION OF THE SLAUGHTER FARM LAND TO BE USED FOR MUNICIPAL PARK SPACE,
INCLUDING SPORTS FIELDS, NATURE TRAILS AND OTHER PARK RECREATIONAL USES;
ACQUISITION OF LAND IN NORTHEAST OF LAREDO, TO BE USED FOR A MUNICIPAL SOLID
WASTE LANDFILL; ACQUISITION OF LAND FOR THE
FIRE AND LAW ENFORCEMENT TRAINING CENTER; ACQUISITION OF DOWNTOWN PROPERTY,
INCLUDING IMPROVEMENTS FOR A SURFACE MUNICIPAL PARKING LOT, AND FOR THE PAYMENT
OF LEGAL, FISCAL, ARCHITECTURAL AND ENGINEERING FEES IN CONNECTION WITH SUCH
PROJECTS; AND AUTHORIZING AMENDMENT TO THE CITY’S BUDGET TO APPROPRIATE SUCH
PROCEEDS FOR PURPOSES AUTHORIZED HEREIN; AND APPROVING AN OFFICIAL STATEMENT
AND AUTHORIZING THE EXECUTION OF A PURCHASE CONTRACT; AND ORDAINING OTHER
MATTERS RELATING TO THE SUBJECT
THE
STATE OF TEXAS §
COUNTY
OF WEBB §
CITY
OF LAREDO §
WHEREAS, the City deems it
advisable to give notice of intention to issue Combination Tax and Certificates
of Obligation, in the amount of $9,965,000, for paying all or a portion of the
City's contractual obligations for the purposes of acquisition of downtown
property consisting of 3 1/2 lots, approximately 41,373 sq. ft., beginning on
the corner of Houston and Convent Street (Southern Hotel/Parking Garage/Office
Building), which land and buildings will be used for future municipal offices;
acquisition of the Slaughter Farm land of approximately 37 acres, located with
the Northern boundary of Chacon Street, Eastern boundary of Stone, Western
Boundary of Tilden Avenue, Southern boundary of Rio Grande River, to be used
for Municipal park space, including sports fields, nature trails and other park
recreational uses; acquisition of approximately 1500 acres north east of
Laredo, 5 miles east of I-35 and directly 4 miles east of Unitec Park, to be
used for a municipal solid waste land fill; acquisition of 150 acres for
municipal fire training facility, located at Pinot Valle Industrial Park off
Mines Road; acquisition of downtown property consisting of approximately 35,880
sq. ft., located at the corner of Juarez and Washington Streets including
improvements, so land can be used for surface Municipal parking lot, and for
the payment of legal, fiscal, architectural and engineering fees in connection
with such projects; and
WHEREAS, the Certificates of
Obligation hereinafter authorized and designated are to be issued and delivered
for cash pursuant to Subchapter C of Chapter 271 of the Local Government Code,
and Chapter 367, Transportation Code; and
WHEREAS, the City Council has
heretofore, on the 1st day of July, 2002, adopted a resolution authorizing and
directing the City Secretary to give notice of intention to issue Certificates
of Obligation; and
WHEREAS, said notice has been
duly published in The Laredo Times, which is a newspaper of general circulation
in said City, in its issues of July 6, 2002 and July 13, 2002; and
WHEREAS, the City received no
petition from the qualified electors of the City protesting the issuance of
such Certificates of Obligation.
WHEREAS, the meeting was open
to the public and public notice of the time, place and purpose of said meeting
was given pursuant to Chapter 551, Texas Government Code.
THEREFORE, BE IT ORDAINED BY THE
CITY COUNCIL OF THE CITY OF LAREDO:
Section 1. AMOUNT AND PURPOSE OF THE CERTIFICATES OF OBLIGATION. The certificate of obligation or
certificates of obligation of the City of Laredo (the "Issuer") are hereby
authorized to be issued and delivered in the aggregate principal amount of
$9,965,000, for paying all or a portion of the City's contractual obligations
for the purposes of acquisition of downtown property consisting of 3 1/2 lots,
approximately 41,373 sq. ft., beginning on the corner of Houston and Convent
Street (Southern Hotel/Parking Garage/Office Building), which land and
buildings will be used for future municipal offices; acquisition of the
Slaughter Farm land of approximately 37 acres, located with the Northern
boundary of Chacon Street, Eastern boundary of Stone , Western Boundary of
Tilden Avenue, Southern boundary of Rio Grande River, to be used for Municipal
park space, including sports fields, nature trails and other park recreational
uses; acquisition of approximately 1500 acres north east of Laredo, 5 miles
east of I-35 and directly 4 miles east of Unitec Park, to be used for a
municipal solid waste land fill; acquisition of 150 acres for municipal fire
training facility, located at Pinot Valle Industrial Park off Mines Road;
acquisition of downtown property consisting of approximately 35,880 sq. ft.,
located at the corner of Juarez and Washington Streets including improvements,
so land can be used for surface Municipal parking lot, and for the payment of
legal, fiscal, architectural and engineering fees in connection with such
projects.
Section 2. DESIGNATION OF THE CERTIFICATES OF OBLIGATION. Each certificate of obligation issued
pursuant to this Ordinance shall be designated: "CITY OF LAREDO, TEXAS COMBINATION TAX AND REVENUE
CERTIFICATE OF OBLIGATION, SERIES 2002", and initially there shall be
issued, sold, and delivered hereunder a single fully registered certificate of
obligation, without interest coupons, payable in installments of principal (the
"Initial Certificate of Obligation"), but the Initial Certificate of
Obligation may be assigned and transferred and/or converted into and exchanged
for a like aggregate principal amount of fully registered certificates of obligation,
without interest coupons, having serial 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
"Certificates of Obligation" as used in this Ordinance shall mean and
include collectively the Initial Certificate of Obligation and all substitute
certificates of obligation exchanged therefor, as well as all other substitute
certificates of obligation and replacement certificates of obligation issued
pursuant hereto, and the term "Certificate of Obligation" shall mean
any of the Certificates of Obligation.
Section 3. INITIAL DATE, DENOMINATION, NUMBER, MATURITIES, INITIAL
REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL CERTIFICATE OF
OBLIGATION. (a) The Initial Certificate of Obligation is
hereby authorized to be issued, sold, and delivered hereunder as a single fully
registered Certificate of Obligation, without interest coupons, dated August 1,
2002, in the denomination and aggregate principal amount of $9,965,000,
numbered R-1, payable in annual installments of principal to the initial
registered owner thereof, to‑wit: COASTAL SECURITIES, or to the
registered assignee or assignees of said Certificate of Obligation or any
portion or portions thereof (in each case, the "registered owner"),
with the annual installments of principal of the Initial Certificate of
Obligation to be payable on the dates, respectively, and in the principal
amounts, respectively, stated in the FORM OF INITIAL CERTIFICATE OF OBLIGATION
set forth in this Ordinance.
(b)
The Initial Certificate of Obligation (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 Certificates of Obligation, (iv) shall have the
characteristics, and (v) shall be signed and sealed, and the principal of and
interest on the Initial Certificate of Obligation shall be payable, all as
provided, and in the manner required or indicated, in the FORM OF INITIAL
CERTIFICATE OF OBLIGATION set forth in this Ordinance.
Section 4. INTEREST. The
unpaid principal balance of the Initial Certificate of Obligation shall bear
interest from the date of the Initial Certificate of Obligation, 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 Certificate of
Obligation, 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 CERTIFICATE OF
OBLIGATION set forth in this Ordinance.
Section 5. FORM OF INITIAL CERTIFICATE OF OBLIGATION. The form of the Initial Certificate of
Obligation, including the form of Registration Certificate of the Comptroller
of Public Accounts of the State of Texas to be endorsed on the Initial
Certificate of Obligation, shall be substantially as follows:
NO.
R-1 $9,965,000
UNITED
STATES OF AMERICA
STATE
OF TEXAS
COUNTY
OF WEBB
CITY
OF LAREDO, TEXAS
COMBINATION
TAX AND REVENUE
CERTIFICATES
OF OBLIGATION, SERIES 2002
THE CITY OF LAREDO, in Webb County
(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 Certificate of Obligation 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 August 15 in each of the
years, and in the respective principal amounts, as set forth in the following
schedule:
YEAR |
AMOUNT |
|
YEAR
|
AMOUNT |
|
2003 |
270,000 |
|
2013 |
485,000 |
|
2004 |
335,000 |
|
2014 |
510,000 |
|
2005 |
345,000 |
|
2015 |
535,000 |
|
2006 |
355,000 |
|
2016 |
565,000 |
|
2007 |
370,000 |
|
2017 |
595,000 |
|
2008 |
385,000 |
|
2018 |
625,000 |
|
2009 |
400,000 |
|
2019 |
660,000 |
|
2010 |
420,000 |
|
2020 |
695,000 |
|
2011 |
440,000 |
|
2021 |
735,000 |
|
2012 |
460,000 |
|
2022 |
780,000 |
and
to pay interest, from the date of this Initial Certificate of Obligation, on
the balance of each such installment of principal, respectively, from time to
time remaining unpaid, at the rates as follows:
|
maturity
2003, |
|
% |
|
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 February 15, 2003 and semiannually on each
August 15 and February 15 thereafter while this Certificate of Obligation or
any portion hereof is outstanding and unpaid.
THE INSTALLMENTS OF PRINCIPAL OF AND
THE INTEREST ON this Certificate of Obligation 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 Certificate of Obligation 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 Certificate of
Obligation. Payment of all principal of
and interest on this Certificate of Obligation 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 Certificate of
Obligation (the "Certificate of Obligation 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 last business 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. The Issuer covenants with the registered
owner of this Certificate of Obligation that on or before each principal and/or
interest payment date for this Certificate of Obligation it will make available
to the Paying Agent/ Registrar, from the "Interest and Sinking Fund"
created by the Certificate of Obligation Ordinance, the amounts required to
provide for the payment, in immediately available funds, of all principal of
and interest on this Certificate of Obligation, when due.
IF THE DATE for the payment of the
principal of or interest on this Certificate of Obligation 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 CERTIFICATE OF OBLIGATION has
been authorized in accordance with the Constitution and laws of the State of
Texas, in the principal amount of $9,965,000, for paying all or a portion of
the City's contractual obligations for the purposes of acquisition of downtown
property consisting of 3 1/2 lots, approximately 41,373 sq. ft., beginning on
the corner of Houston and Convent Street (Southern Hotel/Parking Garage/Office
Building), which land and buildings will be used for future municipal offices;
acquisition of the Slaughter Farm land of approximately 37 acres, located with
the Northern boundary of Chacon Street, Eastern boundary of Stone, Western
Boundary of Tilden Avenue, Southern boundary of Rio Grande River, to be used
for Municipal park space, including sports fields, nature trails and other park
recreational uses; acquisition of approximately 1500 acres north east of
Laredo, 5 miles east of I-35 and directly 4 miles east of Unitec Park, to be
used for a municipal solid waste land fill; acquisition of 150 acres for
municipal fire training facility, located at Pinot Valle Industrial Park off
Mines Road; acquisition of downtown property consisting of approximately 35,880
sq. ft., located at the corner of Juarez and Washington Streets including
improvements, so land can be used for surface Municipal parking lot, and for
the payment of legal, fiscal, architectural and engineering fees in connection
with such projects.
ON FEBRUARY 15, 2012, or any date
thereafter, the unpaid installments of principal of this Certificate of
Obligation 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 Certificate of
Obligation 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 Certificate of Obligation 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 Certificate of
Obligation, 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
Certificate of Obligation or any portion hereof.
THIS CERTIFICATE OF OBLIGATION, 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 this Certificate of Obligation, upon
the terms and conditions set forth in the Certificate of Obligation
Ordinance. Among other requirements for
such transfer, this Certificate of Obligation 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 Certificate of Obligation, or any portion or
portions hereof in any integral multiple of $5,000, to the assignee or
assignees in whose name or names this Certificate of Obligation 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
Certificate of Obligation or any such portion or portions hereof by the initial
registered owner hereof. A new
certificate of obligation or certificates of obligation payable to such
assignee or assignees (which then will be the new registered owner or owners of
such new certificate of obligation or certificates of obligation) or to the
initial registered owner as to any portion of this Certificate of Obligation
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 Certificate of Obligation 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 Certificate of Obligation or any portion
hereof. The registered owner of this
Certificate of Obligation 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 Certificate of Obligation 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 Certificate
of Obligation Ordinance, this Certificate of Obligation, 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
certificates of obligation, 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 Certificate of
Obligation 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
certificate of obligation issued in exchange for any portion of this Certificate
of Obligation shall have a single stated principal maturity date), upon
surrender of this Certificate of Obligation to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set forth in the
Certificate of Obligation Ordinance. If
this Certificate of Obligation or any portion hereof is assigned and
transferred or converted each certificate of obligation 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
Certificate of Obligation or portion hereof for which the substitute
certificate of obligation is being exchanged, and shall bear interest at the
rate applicable to and borne by such installment of principal or portion
thereof. Such certificates of
obligation, 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 Certificate of Obligation or portion hereof for which they
are being exchanged. No such
certificate of obligation shall be payable in installments, but shall have only
one stated principal maturity date. AS
PROVIDED IN THE CERTIFICATE OF OBLIGATION ORDINANCE, THIS CERTIFICATE OF
OBLIGATION IN ITS PRESENT FORM MAY BE ASSIGNED AND TRANSFERRED OR CONVERTED
ONCE ONLY, and to one or more assignees, but the certificates of obligation
issued and delivered in exchange for this Certificate of Obligation or any
portion hereof may be assigned, transferred and converted, subsequently, as
provided in the Certificate of Obligation Ordinance. The Issuer shall pay the Paying Agent/Registrar's standard or
customary fees and charges for transferring, converting, and exchanging this
Certificate of Obligation 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 Certificate of Obligation 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 Certificate of Obligation is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the
Certificate of Obligation 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 Certificate of
Obligation.
IT IS HEREBY certified, recited, and
covenanted that this Certificate of Obligation has been duly and validly
authorized, issued, sold, 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 Certificate of Obligation have
been performed, existed, and been done in accordance with law; that this
Certificate of Obligation is a general obligation of the Issuer, issued on the
full faith and credit thereof; and that ad valorem taxes sufficient to provide
for the payment of the interest on and principal of this Certificate of
Obligation, as such interest and principal come due, have been levied and
ordered to be levied against all taxable property in the Issuer, and have been
pledged for such payment, within the limit prescribed by law, and that this
Certificate of Obligation is additionally secured by and payable from the
limited surplus revenues of the Issuer's International Toll Bridge System,
remaining after payment of all operation and maintenance expenses thereof, and
all debt service, reserve, and other requirements in connection with all of the
Issuer's obligations (now or hereafter outstanding), which are payable from all
or any part of the Net Revenues of the Issuer's International Toll Bridge
System.
BY BECOMING the registered owner of
this Certificate of Obligation, the registered owner thereby acknowledges all
of the terms and provisions of the Certificate of Obligation Ordinance, agrees
to be bound by such terms and provisions, acknowledges that the Certificate of
Obligation 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 Certificate of Obligation and the
Certificate of Obligation Ordinance constitute a contract between the
registered owner hereof and the Issuer.
IN WITNESS WHEREOF,
the Issuer has caused this Certificate of Obligation to be signed with the
manual signature of the Mayor of the Issuer, countersigned with the manual
signature of the City Secretary of the Issuer, and has caused the official seal
of the Issuer to be duly impressed on this Certificate of Obligation to be
dated August 1, 2002.
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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
Certificate of Obligation has been examined, certified as to validity, and
approved by the Attorney General of the State of Texas, and that this
Certificate of Obligation 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 CERTIFICATES OF
OBLIGATION. Registration and
Transfer.(a) 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 Certificates of Obligation (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 Certificate of
Obligation to which payments with respect to the Certificates of Obligation
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
Certificate of Obligation may be transferred in the Registration Books only
upon presentation and surrender of such Certificate of Obligation 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 Certificate of Obligation, 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 Certificate of Obligation or any such
portion thereof registered in the name of such
assignee or assignees. Upon the
assignment and transfer of any Certificate of Obligation or any portion
thereof, a new substitute Certificate of Obligation or Certificates of
Obligation shall be issued in conversion and exchange therefor in the manner
herein provided. The Initial
Certificate of Obligation, 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
Certificates of Obligation issued and delivered in conversion of and exchange
for the Initial Certificate of Obligation shall be in any denomination or
denominations of any integral multiple of $5,000 (subject to the requirement
hereinafter stated that each substitute Certificate of Obligation shall have a
single stated principal maturity date), shall be in the form prescribed in the
FORM OF SUBSTITUTE CERTIFICATE OF OBLIGATION set forth in this Ordinance, and
shall have the characteristics, and may be assigned, transferred, and converted
as hereinafter provided. If the Initial
Certificate of Obligation or any portion thereof is assigned and transferred or
converted the Initial Certificate of Obligation must be surrendered to the
Paying Agent/Registrar for cancellation, and each Certificate of Obligation
issued in exchange for any portion of the Initial Certificate of Obligation
shall have a single stated principal maturity date, and shall not be payable in
installments; and each such Certificate of Obligation shall have a principal
maturity date corresponding to the due date of the installment of principal or
portion thereof for which the substitute Certificate of Obligation is being
exchanged; and each such Certificate of Obligation 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 Certificate of Obligation is assigned
and transferred, there shall be delivered to and registered in the name of the
initial registered owner substitute Certificates of Obligation in exchange for
the unassigned balance of the Initial Certificate of Obligation in the same manner
as if the initial registered owner were the assignee thereof. If any Certificate of Obligation or portion
thereof other than the Initial Certificate of Obligation is assigned and
transferred or converted each Certificate of Obligation issued in exchange
therefor shall have the same principal maturity date and bear interest at the
same rate as the Certificate of Obligation for which it is exchanged. A form of assignment shall be printed or
endorsed on each Certificate of Obligation, excepting the Initial Certificate
of Obligation, which shall be executed by the registered owner or its duly
authorized attorney or representative to evidence an assignment thereof. Upon surrender of any Certificates of
Obligation 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 Certificate of Obligation or Certificates of Obligation, having the characteristics
herein described, payable to such assignee or assignees (which then will be the
registered owner or owners of such new Certificate of Obligation or
Certificates of Obligation), or to the previous registered owner in case only a
portion of a Certificate of Obligation is being assigned and transferred, all
in conversion of and exchange for said assigned Certificate of Obligation or
Certificates of Obligation 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 Certificates of Obligation by any registered
owner of a Certificate of Obligation.
The Issuer shall pay the Paying Agent/Registrar's standard or customary
fees and charges for making such transfer and delivery of a substitute
Certificate of Obligation or Certificates of Obligation, 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
Certificate of Obligation 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 Certificate of Obligation or any portion thereof
called for redemption prior to maturity, within 45 days prior to its redemption
date.
(b) Ownership of Certificates of Obligation. The entity in whose name any Certificate of Obligation 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 Certificate of Obligation 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 Certificate of Obligation shall be made o