COUNCIL
COMMUNICATION
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DATE: 08/08/2002 |
SUBJECT: FINAL READING OF ORDINANCE 2002-O-178Authorizing the issuance of City
of Laredo, Texas, Public Property Finance Contractual Obligations, Series
2002, in the principal amount of $2,285,000, for the purchase of vehicle
equipment, trucks, fire department equipment, trailers, EMS equipment,
sweepers, mowers, street equipment, computers and ordaining other matters
relating to the subject 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 January 28, 2002, City Council approved a Resolution
2002-R-010 expressing official intent to reimburse cost associated with the
acquisition of automotive equipment and building improvements for various
City of Laredo Departments from the sale of a proposed Personal Property
Finance Contractual Obligation (PPFCO). 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 of Laredo normally issues a Public Property
Finance Contractual Obligations to finance the purchase of computers,
automotive equipment and other heavy equipment. The last PPFCO issue is dated December 1, 2000 in the amount of
$1,550,000. |
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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:
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STAFF RECOMMENDATION:
Hold a public hearing and introduce this ordinance. |
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ORDINANCE NO. 2002-0-178
AUTHORIZING THE
ISSUANCE OF CITY OF LAREDO, TEXAS, PUBLIC PROPERTY FINANCE CONTRACTUAL
OBLIGATIONS, SERIES 2002, IN THE PRINCIPAL AMOUNT OF $2,285,000, FOR THE
PURCHASE OF VEHICLE EQUIPMENT, TRUCKS, FIRE DEPARTMENT EQUIPMENT, TRAILERS, EMS
EQUIPMENT, SWEEPERS, MOWERS, STREET EQUIPMENT AND COMPUTERS AND ORDAINING OTHER
MATTERS RELATING TO THE SUBJECT AND AUTHORIZING AMENDMENT TO 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
ORDINAING OTHER MATTERS RELATED TO THE SUBJECT
THE STATE OF TEXAS §
COUNTY OF WEBB §
CITY OF LAREDO §
WHEREAS, the Public Property
Finance Act, Section 271.001 et seq. of the Local Government Code, authorizes
the Issuer to execute, perform, and make payments under contracts with any
person for the use, acquisition or purchase of personal property as described
in said Act; and
WHEREAS, the Act permits the
governing body of the Issuer to execute contracts in any form deemed
appropriate by said governing body in connection with the use, acquisition or
purchase of personal property; and
WHEREAS, the governing body
of the Issuer desires to acquire or purchase personal property, all as described
in Exhibit A attached hereto, or such other personal property, appliances,
equipment, facilities, furnishings or interests therein, whether movable or
fixed, deemed by the governing body of the Issuer to be necessary, useful
and/or appropriate for the purposes of the Issuer (the "Property");
and
WHEREAS, the governing body
of the Issuer deems it appropriate to adopt this Ordinance and issue the
"Contractual Obligations" herein authorized as permitted by the Act.
THEREFORE, BE IT ORDAINED BY THE
CITY COUNCIL OF THE CITY OF LAREDO:
Section 1. AMOUNT AND PURPOSE OF THE CONTRACTUAL OBLIGATIONS. The contractual obligation or contractual
obligations of the City of Laredo (the "Issuer") are hereby
authorized to be issued and delivered in the aggregate principal amount of
$2,285,000, FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE ISSUER'S
CONTRACTUAL OBLIGATIONS TO BE INCURRED IN CONNECTION WITH THE ACQUISITION OR
PURCHASE OF PERSONAL PROPERTY, IN ACCORDANCE WITH THE PROVISIONS OF THE PUBLIC
PROPERTY FINANCE ACT, SECTION 271.001 ET SEQ. OF THE LOCAL GOVERNMENT CODE.
Section 2. DESIGNATION OF THE CONTRACTUAL OBLIGATIONS. Each contractual obligation issued pursuant to this Ordinance shall be designated: "CITY OF LAREDO, TEXAS PUBLIC PROPERTY FINANCE CONTRACTUAL OBLIGATION, SERIES 2002", and initially there shall be issued, sold, and delivered hereunder a single fully registered contractual obligation, without interest coupons, payable in installments of principal (the "Initial Contractual Obligation"), but the Initial Contractual Obligation may be assigned and transferred and/or converted into and exchanged for a like aggregate principal amount of fully registered contractual obligations, 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 "Contractual Obligations" as used in this Ordinance shall mean and include collectively the Initial Contractual Obligation and all substitute contractual obligations exchanged therefor, as well as all other substitute contractual obligations and replacement contractual obligations issued pursuant hereto, and the term "Contractual Obligation" shall mean any of the Contractual Obligations.
Section 3. INITIAL DATE, DENOMINATION, NUMBER, MATURITIES, INITIAL
REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL CONTRACTUAL
OBLIGATION. (a) The Initial Contractual Obligation is hereby
authorized to be issued, sold, and delivered hereunder as a single fully
registered Contractual Obligation, without interest coupons, dated August 1,
2002, in the denomination and aggregate principal amount of $2,285,000,
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 Contractual Obligation or
any portion or portions thereof (in each case, the "registered
owner"), with the annual installments of principal of the Initial Contractual
Obligation to be payable on the dates, respectively, and in the principal
amounts, respectively, stated in the FORM OF INITIAL CONTRACTUAL OBLIGATION set
forth in this Ordinance.
(b)
The Initial Contractual Obligation (i) may be assigned and transferred,
(ii) may be converted and exchanged for other Contractual Obligations, (iii)
shall have the characteristics, and (iv) shall be signed and sealed, and the
principal of and interest on the Initial Contractual Obligation shall be
payable, all as provided, and in the manner required or indicated, in the FORM
OF INITIAL CONTRACTUAL OBLIGATION set forth in this Ordinance.
Section 4. INTEREST. The
unpaid principal balance of the Initial Contractual Obligation shall bear
interest from the date of the Initial Contractual Obligation, and will be
calculated on the basis of a 360-day year of twelve 30-day months to the
respective scheduled due dates, of the installments of principal of the Initial
Contractual 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
CONTRACTUAL OBLIGATION set forth in this Ordinance.
Section 5. FORM OF INITIAL CONTRACTUAL OBLIGATION. The form of the Initial Contractual
Obligation, including the form of Registration Certificate of the Comptroller
of Public Accounts of the State of Texas to be endorsed on the Initial
Contractual Obligation, shall be substantially as follows:
NO. R-1 $2,285,000
UNITED
STATES OF AMERICA
STATE
OF TEXAS
COUNTY
OF WEBB
CITY
OF LAREDO, TEXAS
PUBLIC
PROPERTY FINANCE CONTRACTUAL OBLIGATION, SERIES 2002
CITY OF LAREDO (the
"Issuer"), in WEBB COUNTY, 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 Contractual 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 FEBRUARY 15 in each of the years, and in the
respective principal amounts, as set forth in the following schedule:
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YEAR |
AMOUNT |
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2003 |
420,000 |
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2004 |
445,000 |
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2005 |
455,000 |
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2006 |
475,000 |
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2007 |
490,000 |
and to pay interest,
from the date of this Contractual Obligation, on the balance of each such
installment of principal, respectively, from time to time remaining unpaid, at
the following rates per annum:
maturity 2002, |
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% |
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maturity 2003, |
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% |
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maturity 2004, |
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% |
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maturity 2005, |
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% |
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maturity 2006, |
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% |
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maturity 2007, |
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% |
with said interest
being payable on February 1, 2003 and semiannually on each August 15 and
February 15 thereafter while this Contractual Obligation or any portion hereof
is outstanding and unpaid.
THE INSTALLMENTS OF PRINCIPAL OF AND
THE INTEREST ON this Contractual 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 Contractual 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 Contractual Obligation. Payment of all principal of and interest on
this Contractual Obligation shall be made by the Paying Agent/Registrar to the
registered owner hereof on each principal and/or interest payment date by
check, wire 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 Contractual Obligation (the "Contractual
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, or by such other method 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 Contractual Obligation that on or before each principal and/or
interest payment date for this Contractual Obligation it will make available to
the Paying Agent/Registrar, from the "Interest and Sinking Fund"
created by the Contractual Obligation Ordinance, the amounts required to
provide for the payment, in immediately available funds, of all principal of
and interest on this Contractual Obligation, when due.
IF THE DATE for the payment of the
principal of or interest on this Contractual 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 CONTRACTUAL OBLIGATION has been
authorized in accordance with the Constitution and laws of the State of Texas
FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE ISSUER'S CONTRACTUAL
OBLIGATIONS TO BE INCURRED IN CONNECTION WITH THE ACQUISITION OR PURCHASE OF
PERSONAL PROPERTY, IN ACCORDANCE WITH THE PROVISIONS OF THE PUBLIC PROPERTY
FINANCE ACT, SECTION 271.001 ET SEQ. OF THE LOCAL GOVERNMENT CODE.
THIS CONTRACTUAL OBLIGATION, to the
extent of the unpaid principal balance hereof, or any unpaid 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
Contractual Obligation, upon the terms and conditions set forth in the
Contractual Obligation Ordinance. Among
other requirements for such transfer, this Contractual 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 Contractual 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 Contractual 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 Contractual Obligation or any such portion or portions
hereof by the initial registered owner hereof.
A new contractual obligation or contractual obligations payable to such
assignee or assignees (which then will be the new registered owner or owners of
such new contractual obligation or contractual obligations) or to the initial
registered owner as to any portion of this Contractual 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
Contractual 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 Contractual Obligation or any portion hereof. The registered owner of this Contractual
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 Contractual 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
Contractual Obligation Ordinance, this Contractual Obligation, to the extent of
the unpaid principal balance hereof, may be converted into and exchanged for a
like aggregate principal amount of fully registered contractual obligations,
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 Contractual 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 contractual obligation issued in
exchange for any portion of this Contractual Obligation shall have a single
stated principal maturity date), upon surrender of this Contractual Obligation
to the Paying Agent/Registrar for cancellation, all in accordance with the form
and procedures set forth in the Contractual Obligation Ordinance. If this Contractual Obligation or any
portion hereof is assigned and transferred or converted each contractual
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 Contractual Obligation or portion hereof for which the
substitute contractual obligation is being exchanged, and shall bear interest
at the rate applicable to and borne by such installment of principal or portion
thereof. No such contractual obligation
shall be payable in installments, but shall have only one stated principal
maturity date. AS PROVIDED IN THE
CONTRACTUAL OBLIGATION ORDINANCE, THIS CONTRACTUAL OBLIGATION IN ITS PRESENT
FORM MAY BE ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and to one or more
assignees, but the contractual obligations issued and delivered in exchange for
this Contractual Obligation or any portion hereof may be assigned, transferred
and converted, subsequently, as provided in the Contractual Obligation
Ordinance. The Issuer shall pay the
Paying Agent/Registrar's standard or customary fees and charges for
transferring, converting, and exchanging this Contractual 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
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.
IN THE EVENT any Paying
Agent/Registrar for this Contractual Obligation is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the
Contractual 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 Contractual Obligation.
IT IS HEREBY certified, recited, and
covenanted that this Contractual 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 Contractual Obligation have been
performed, existed, and been done in accordance with law; that this Contractual
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 Contractual 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.
BY BECOMING the registered owner of
this Contractual Obligation, the registered owner thereby acknowledges all of
the terms and provisions of the Contractual Obligation Ordinance, agrees to be
bound by such terms and provisions, acknowledges that the Contractual
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
Contractual Obligation and the Contractual Obligation Ordinance constitute a
contract between the registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has
caused this Contractual 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 Contractual Obligation to be dated August 1, 2002.
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City Secretary |
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Mayor |
(CITY SEAL)
FORM
OF REGISTRATION CERTIFICATE OF THE
COMPTROLLER
OF PUBLIC ACCOUNTS:
COMPTROLLER'S
REGISTRATION CERTIFICATE:
REGISTER
NO.
I hereby certify that this
Contractual Obligation has been examined, certified as to validity, and
approved by the Attorney General of the State of Texas, and that this
Contractual 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 CONTRACTUAL
OBLIGATIONS. 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 Contractual Obligations (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 Contractual Obligation
to which payments with respect to the Contractual Obligations 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 Contractual Obligation may be transferred in
the Registration Books only upon presentation and surrender of such Contractual
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 Contractual 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 Contractual Obligation
or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any
Contractual Obligation or any portion thereof, a new substitute Contractual
Obligation or Contractual Obligations shall be issued in conversion and exchange
therefor in the manner herein provided.
The Initial Contractual Obligation, to the extent of the unpaid or
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 Contractual Obligations issued and delivered in conversion of
and exchange for the Initial Contractual Obligation shall be in any
denomination or denominations of any integral multiple of $5,000 (subject to
the requirement hereinafter stated that each substitute Contractual Obligation
shall have a single stated principal maturity date), shall be in the form
prescribed in the FORM OF SUBSTITUTE CONTRACTUAL OBLIGATION set forth in this
Ordinance, and shall have the characteristics, and may be assigned,
transferred, and converted as hereinafter provided. If the Initial Contractual Obligation or any portion thereof is
assigned and transferred or converted the Initial Contractual Obligation must
be surrendered to the Paying Agent/Registrar for cancellation, and each
Contractual Obligation issued in exchange for any portion of the Initial
Contractual Obligation shall have a single stated principal maturity date, and
shall not be payable in installments; and each such Contractual Obligation
shall have a principal maturity date corresponding to the due date of the
installment of principal or portion thereof for which the substitute
Contractual Obligation is being exchanged; and each such Contractual 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 Contractual Obligation is assigned and transferred, there shall be
delivered to and registered in the name of the initial registered owner
substitute Contractual Obligations in exchange for the unassigned balance of
the Initial Contractual Obligation in the same manner as if the initial
registered owner were the assignee thereof.
If any Contractual Obligation or portion thereof other than the Initial
Contractual Obligation is assigned and transferred or converted each
Contractual Obligation issued in exchange therefor shall have the same
principal maturity date and bear interest at the same rate as the Contractual
Obligation for which it is exchanged. A
form of assignment shall be printed or endorsed on each Contractual Obligation,
excepting the Initial Contractual 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 Contractual Obligations 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 Contractual Obligation or Contractual Obligations,
having the characteristics herein described, payable to such assignee or
assignees (which then will be the registered owner or owners of such new
Contractual Obligation or Contractual Obligations), or to the previous
registered owner in case only a portion of a Contractual Obligation is being
assigned and transferred, all in conversion of and exchange for said assigned
Contractual Obligation or Contractual Obligations 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 Contractual Obligations
by any registered owner of a Contractual 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 Contractual Obligation or Contractual Obligations, 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 Contractual Obligation or any portion thereof 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.
(b)
Ownership of Contractual Obligations.
The entity in whose name any Contractual 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
Contractual 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 Contractual Obligation shall be made only to such registered owner. All such payments shall be valid and
effectual to satisfy and discharge the liability upon such Contractual
Obligation to the extent of the sum or sums so paid.
(c)
Payment of Contractual Obligations 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 Contractual Obligations, and to act as its agent to convert
and exchange or replace Contractual Obligations, 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 Contractual Obligations, and of all
conversions and exchanges of Contractual Obligations, and all replacements of
Contractual Obligations, 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 Registration Books at the close
of business on the fifteenth day next preceding the date of mailing of such
notice.
(d)
Conversion and Exchange or Replacement; Authentication. Each Contractual Obligation issued and
delivered pursuant to this Ordinance, to the extent of the unpaid principal
balance or principal amount thereof, may, upon surrender of such Contractual
Obligation 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 contractual obligations, without
interest coupons, in the form prescribed in the FORM OF SUBSTITUTE CONTRACTUAL
OBLIGATION 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 Contractual Obligation 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 Contractual Obligation or
Contractual Obligations so surrendered, and payable to the appropriate
registered owner, assignee, or assignees, as the case may be. If the Initial Contractual Obligation is
assigned and transferred or converted each substitute Contractual Obligation
issued in exchange for any portion of the Initial Contractual Obligation shall
have a single stated principal maturity date, and shall not be payable in
installments; and each such Contractual Obligation shall have a principal
maturity date corresponding to the due date of the installment of principal or
portion thereof for which the substitute Contractual Obligation is being
exchanged; and each such Contractual 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 any Contractual Obligation or portion thereof (other than the Initial
Contractual Obligation) is assigned and transferred or converted, each Contractual
Obligation issued in exchange therefor shall have the same principal maturity
date and bear interest at the same rate as the Contractual Obligation for which
it is being exchanged. Each substitute
Contractual Obligation shall bear a letter and/or number to distinguish it from
each other Contractual Obligation. The
Paying Agent/Registrar shall convert and exchange or replace Contractual
Obligations as provided herein, and each fully registered contractual
obligation delivered in conversion of and exchange for or replacement of any
Contractual Obligation or portion thereof as permitted or required by any
provision of this Ordinance shall constitute one of the Contractual Obligations
for all purposes of this Ordinance, and may again be converted and exchanged or
replaced. It is specifically provided
that any Contractual Obligation authenticated in conversion of and exchange for
or replacement of another Contractual Obligation on or prior to the first
scheduled Record Date for the Initial Contractual Obligation shall bear
interest from the date of the Initial Contractual Obligation, but each
substitute Contractual Obligation so authenticated after such first scheduled
Record Date shall bear interest from the interest payment date next preceding
the date on which such substitute Contractual Obligation was so authenticated,
unless such Contractual Obligation 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 Contractual
Obligation the interest on the Contractual Obligation for which it is being
exchanged is due but has not been paid, then such Contractual Obligation shall
bear interest from the date to which such interest has been paid in full. THE INITIAL CONTRACTUAL OBLIGATION 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
Contractual Obligation issued in conversion of and exchange for or replacement
of any Contractual Obligation or Contractual Obligations 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
Contractual Obligation has been issued under the provisions of the Contractual
Obligation Ordinance described on the face of this Contractual Obligation; and
that this Contractual Obligation has been issued in conversion of and exchange
for or replacement of a contractual obligation, contractual obligations, or a
portion of a contractual obligation or contractual obligations 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 Contractual Obligation, date and manually sign the above Certificate, and
no such Contractual Obligation shall be deemed to be issued or outstanding
unless such Certificate is so executed.
The Paying Agent/Registrar promptly shall cancel all Contractual
Obligations 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 Contractual Obligation or portion thereof, and
the Paying Agent/Registrar shall provide for the printing, execution, and delivery
of the substitute Contractual Obligations in the manner prescribed herein, and
said Contractual Obligations 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 Contractual
Obligations 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 Contractual Obligation
shall be valid, incontestable, and enforceable in the same manner and with the
same effect as the Initial Contractual Obligation 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 Contractual Obligation
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 Contractual Obligations or any portion thereof 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.
(e)
In General. All Contractual
Obligations issued in conversion and exchange or replacement of any other
Contractual Obligation or portion thereof, (i) shall be issued in fully registered
form, without interest coupons, with the principal of and interest on such
Contractual Obligations to be payable only to the registered owners thereof,
(ii) may be transferred and assigned, (iii) may be converted and exchanged for
other Contractual Obligations, (iv) shall have the characteristics, (v) shall
be signed and sealed, and (vi) the principal of and interest on the Contractual
Obligations shall be payable, all as provided, and in the manner required or
indicated, in the FORM OF SUBSTITUTE CONTRACTUAL OBLIGATION set forth in this
Ordinance.
(f)
Payment of Fees and Charges. The
Issuer hereby covenants with the registered owners of the Contractual
Obligations 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 Contractual Obligations, when due, and (ii)
pay the fees and charges of the Paying Agent/Registrar for services with
respect to the transfer of registration of Contractual Obligations, and with
respect to the conversion and exchange of Contractual Obligations solely to the
extent above provided in this Ordinance.
(g)
Substitute Paying Agent/Registrar.
The Issuer covenants with the registered owners of the Contractual
Obligations that at all times while the Contractual Obligations 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 Contractual Obligations 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 Contractual Obligations, 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 Contractual Obligations, 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
Contractual Obligations issued in exchange for the Contractual Obligations
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 maturities
thereof. Upon initial issuance, the
ownership of each such Bond shall be registered in the name of Cede & Co.,
as nominee of Depository Trust Company of New York ("DTC"), and
except as provided in subsection (f) hereof, all of the outstanding Contractual
Obligations shall be registered in the name of Cede & Co., as nominee of
DTC.
With respect to Contractual
Obligations registered in the name of Cede & Co., as nominee of DTC, the
Issuer and the Paying Agent/Registrar shall have no responsibility or
obligation to any DTC Participant or to any person on behalf of whom such a DTC
Participant holds an interest on the Contractual Obligations. Without limiting the immediately preceding
sentence, the Issuer and the Paying Agent/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 Contractual Obligations, (ii) the delivery to any DTC
Participant or any other person, other than a Bondholder, as shown on the
Registration Books, of any notice with respect to the Contractual Obligations,
including any notice of redemption, or (iii) the payment to any DTC Participant
or any other person, other than a Bondholder, as shown in the Registration
Books of any amount with respect to principal of, premium, if any, or interest
on, as the case may be, the Contractual Obligations. Notwithstanding any other provision of this Ordinance to the
contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat
and consider the person in whose name each Bond is registered in the
Registration Books as the absolute owner of such Bond for the purpose of
payment of principal, premium, if any, and interest, as the case may be, with
respect to such Bond, for the purpose of giving notices of redemption and other
matters with respect to such Bond, for the purpose of registering transfers
with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all
principal of, premium, if any, and interest on the Contractual Obligations only
to or upon the order of the respective owners, as shown in the Registration
Books 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 Issuer's obligations with respect to payment of
principal of, premium, if any, and interest on, or as the case may be, the
Contractual Obligations to the extent of the sum or sums so paid. No person other than an owner, as shown in
the Registration Books, shall receive a Bond certificate evidencing the
obligation of the Issuer to make payments of principal, premium, if any, and
interest, as the case may be, pursuant to this Ordinance. Upon delivery by DTC to the Paying
Agent/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 in this Ordinance with respect to interest checks being mailed to
the registered owner at the close of business on the Record Date, the word
"Cede & Co." in this Ordinance shall refer to such new nominee of
DTC.
(i)
Successor Securities Depository; Transfers Outside Book-Entry Only
System. In the event that the Issuer or
the Paying Agent/Registrar determines that DTC is incapable of discharging its
responsibilities described herein and in the representation letter of the
Issuer to DTC and that it is in the best interest of the beneficial owners of
the Contractual Obligations that they be able to obtain certificated
Contractual Obligations, the Issuer or the Paying Agent/Registrar 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 of the appointment of such successor securities
depository and transfer one or more separate Contractual Obligations to such
successor securities depository or (ii) notify DTC and DTC Participants of the
availability through DTC of Contractual Obligations and transfer one or more
separate Contractual Obligations to DTC Participants having Contractual
Obligations credited to their DTC accounts.
In such event, the Contractual Obligations shall no longer be restricted
to being registered in the Registration Books 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 Bondholders
transferring or exchanging Contractual Obligations shall designate, in
accordance with the provisions of this Ordinance.
(j)
Payments to Cede & Co.
Notwithstanding any other provision of this Ordinance to the contrary,
so long as any Bond is registered in the name of Cede & Co., as nominee of
DTC, all payments with respect to principal of, premium, if any, and interest
on, or as the case may be, such Bond and all notices with respect to such Bond
shall be made and given, respectively, in the manner provided in the
representation letter of the Issuer to DTC.
Section 7. FORM OF SUBSTITUTE CONTRACTUAL OBLIGATIONS. The form of all Contractual Obligations
issued in conversion and exchange or replacement of any other Contractual
Obligation or portion thereof, including the form of Paying Agent/Registrar's
Certificate to be printed on each of such Contractual Obligations, and the Form
of Assignment to be printed on each of the Contractual Obligations, shall be,
respectively, substantially as follows, with such appropriate variations,
omissions, or insertions as are permitted or required by this Ordinance.
NO. ____ PRINCIPAL
AMOUNT
$____________________
UNITED
STATES OF AMERICA
STATE
OF TEXAS
COUNTY
OF WEBB
CITY
OF LAREDO, TEXAS
|
INTEREST RATE
|
MATURITYDATE |
DATE
OF ORIGINAL ISSUE |
CUSIP
NO. |
|
|
|
August
1, 2002 |
|
ON THE MATURITY DATE specified
above, the CITY OF LAREDO (the "Issuer"), in WEBB COUNTY, being a
political subdivision of the State of Texas, hereby promises to pay to
_____________________________
or to the registered
assignee hereof (either being hereinafter called the "registered
owner") the principal amount of
______________________________
and to pay interest
thereon from August 1, 2002 to the maturity date specified above, at the
interest rate per annum specified above with interest being payable on February
15, 2003 and semiannually on each August 15 and February 15 thereafter; except
that if the date of authentication of this Contractual Obligation is later than
January 31, 2003, such principal amount shall bear interest from the interest
payment date next preceding the date of authentication, unless such date of
authentication is after any Record Date (hereinafter defined) but on or before
the next following interest payment date, in which case such principal amount
shall bear interest from such next following interest payment date.
THE PRINCIPAL OF AND INTEREST ON
this Contractual Obligation are payable in lawful money of the United States of
America, without exchange or collection charges. The principal of this Contractual Obligation shall be paid to the
registered owner hereof upon presentation and surrender of this Contractual
Obligation at maturity, at the principal corporate trust office of THE
BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A., DALLAS, TEXAS, which
is the "Paying Agent/Registrar" for this Contractual Obligation. The payment of interest on this Contractual
Obligation shall be made by the Paying Agent/Registrar to the registered owner
hereof on the interest payment date by check, wire or draft, dated as of such
interest payment date, drawn by the Paying Agent/Registrar on, and payable
solely from, funds of the Issuer required by the ordinance authorizing the
issuance of the Contractual Obligations (the "Contractual 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 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 such date (the "Record Date") on the Registration
Books kept by the Paying Agent/Registrar, as hereinafter described, or by such
other method 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 Contractual Obligation
that on or before each principal payment date and interest payment date for
this Contractual Obligation, it will make available to the Paying
Agent/Registrar, from the "Interest and Sinking Fund" created by the
Contractual Obligation Ordinance, the amounts required to provide for the payment,
in immediately available funds, of all principal of and interest on the
Contractual Obligations, when due.
IF THE DATE for the payment of the
principal of or interest on this Contractual 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 CONTRACTUAL OBLIGATION is one
of an issue of Contractual Obligations initially dated August 1, 2002,
authorized in accordance with the Constitution and laws of the State of Texas
in the original principal amount of $2,285,000 FOR THE PURPOSE OF PAYING ALL OR
A PORTION OF THE ISSUER'S CONTRACTUAL OBLIGATIONS TO BE INCURRED IN CONNECTION
WITH THE ACQUISITION OR PURCHASE OF PERSONAL PROPERTY, IN ACCORDANCE WITH THE
PROVISIONS OF THE PUBLIC PROPERTY FINANCE ACT, SECTION 271.001 ET SEQ. OF THE
LOCAL GOVERNMENT CODE.
THIS CONTRACTUAL OBLIGATION OR ANY
PORTION OR PORTIONS HEREOF IN ANY INTEGRAL MULTIPLE OF $5,000 may be assigned
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
Contractual Obligations, upon the terms and conditions set forth in the
Contractual Obligation Ordinance. Among
other requirements for such assignment and transfer, this Contractual
Obligation must be presented and surrendered to the Paying Agent/Registrar,
together with proper instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of
this Contractual 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 Contractual
Obligation or any such portion or portions hereof is or are to be transferred
and registered. The form of Assignment
printed or endorsed on this Contractual Obligation shall be executed by the
registered owner or its duly authorized attorney or representative to evidence
the assignment hereof. A new
Contractual Obligation or Contractual Obligations payable to such assignee or
assignees (which then will be the new registered owner or owners of such new
Contractual Obligation or Contractual Obligations), or to the previous
registered owner in the case of the assignment and transfer of only a portion
of this Contractual Obligation, may be delivered by the Paying Agent/Registrar
in conversion of and exchange for this Contractual Obligation, all in the form
and manner as provided in the next paragraph hereof for the conversion and
exchange of other Contractual Obligations.
The Issuer shall pay the Paying Agent/Registrar's standard or customary
fees and charges for making such transfer, 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 this
Contractual Obligation or any portion hereof 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. The registered owner of this Contractual
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 Contractual 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.
ALL CONTRACTUAL OBLIGATIONS OF THIS
SERIES are issuable solely as fully registered contractual obligations, without
interest coupons, in the denomination of
any integral multiple of $5,000.
As provided in the Contractual Obligation Ordinance, this Contractual
Obligation, may, at the request of the registered owner or the assignee or
assignees hereof, be converted into and exchanged for a like aggregate
principal amount of fully registered Contractual Obligations, without interest
coupons, payable to the appropriate registered owner, assignee, or assignees,
as the case may be, having the same maturity date, and bearing interest at the
same rate, in any denomination or denominations in any integral multiple of
$5,000 as requested in writing by the appropriate registered owner, assignee,
or assignees, as the case may be, upon surrender of this Contractual Obligation
to the Paying Agent/Registrar for cancellation, all in accordance with the form
and procedures set forth in the Contractual Obligation Ordinance. The Issuer shall pay the Paying
Agent/Registrar's standard or customary fees and charges for transferring,
converting, and exchanging any Contractual 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 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 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.
IN THE EVENT any Paying
Agent/Registrar for the Contractual Obligations is changed by the Issuer,
resigns, or otherwise ceases to act as such, the Issuer has covenanted in the
Contractual 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 owners of the Contractual Obligations.
IT IS HEREBY certified, recited, and
covenanted that this Contractual Obligation 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 Contractual Obligation have been
performed, existed, and been done in accordance with law; that this Contractual
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 Contractual 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.
BY BECOMING the registered owner of
this Contractual Obligation, the registered owner thereby acknowledges all of
the terms and provisions of the Contractual Obligation Ordinance, agrees to be
bound by such terms and provisions, acknowledges that the Contractual
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 Contractual Obligation and the
Contractual Obligation Ordinance constitute a contract between each registered
owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has
caused this Contractual Obligation to be signed with the manual or facsimile
signature of the Mayor of the Issuer and countersigned with the manual or
facsimile signature of the City Secretary of the Issuer, and has caused the
official seal of the Issuer to be duly impressed, or placed in facsimile, on
this Contractual Obligation.
|
|
|
|
|
City Secretary |
|
Mayor |
(CITY SEAL)
FORM
OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING
AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Contractual Obligation is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas)