COUNCIL COMMUNICATION

DATE:

 

05/19/2003

 

SUBJECT:FINAL READING OF ORDINANCE 2003-O-116

Ordinance authorizing the issuance of the City of Laredo, Texas General Obligation Refunding Bonds, Series 2003; approving an official statement; authorizing the execution of a purchase agreement and an escrow agreement; making provisions for the security thereof; establishing procedures for selling and delivering the bonds; and establishing procedures for selling and delivering the bonds; and ordaining other matters related to the subject and amending the City of Laredo Budgets for fiscal year 2003 in order record this refunding issue (As Amended).

 

INITIATED BY:

Larry Dovalina, City Manager

                                                                         

STAFF SOURCE:

Pete Tart, Legal Council

Rosario C. Cabello, Finance Director

 

PREVIOUS COUNCIL ACTION:

Public Hearing introducing Ordinance was done on May 7, 2003.

 

BACKGROUND:

 

The refunding of these obligations will be done in order to restructure the City’s Debt Service requirements in years 2004 and 2005 to permit the issuance of additional debt for future years and to achieve a debt service savings.

 

         SERIES                                                          MATURITY                  AMOUNT

Series 1992 Bonds                                                    2006-2008                        $1,325,000

Series 1993 Bonds                                                         2004                                 145,000 

Series 1993 Sewer System CO                                      2004                                 170,000      

Series 1993 Water System CO                                      2004                                 455,000

Series 1994-A Bonds                                                     2005                                 665,000

Series 1994 Bonds                                                         2005                                 325,000

Series 1994 Sewer System CO                                      2005                                 665,000

Series 1994 Water System CO                                      2005                                 675,000

 

At total of $4,425,000 in bonds will be refunded.

 

 

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.

 

RECOMMENDATION:

Approve Final Hearing.

 

 

 

ORDINANCE 2003-O-116

 

ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF LAREDO, TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2003; APPROVING AN OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION OF A PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; MAKING PROVISIONS FOR THE SECURITY THEREOF; ESTABLISHING PROCEDURES FOR SELLING AND DELIVERING THE BONDS; AND ORDAINING OTHER MATTERS RELATING TO THE SUBJECT AND AMENDING THE CITY OF LAREDO BUDGETS FOR FISCAL YEAR 2003 IN ORDER TO RECORD THIS REFUNDING ISSUE (AS AMENDED).

 

THE STATE OF TEXAS                                                       §

COUNTY OF WEBB                                                   §

CITY OF LAREDO                                                               §

 

          WHEREAS, the City of Laredo, Texas (the "Issuer") has duly issued and there is now outstanding, the following series or issue of bonds and certificates of obligation which are secured by ad valorem taxes and either wholly or partially from either waterworks system or sewer system revenues:

 

CITY OF LAREDO General Obligation Refunding Bonds, Series 1992, dated March 15, 1992, maturities February 15, 2004 through February 15, 2008, in the aggregate principal amount of $4,630,000 (the "Series 1992 Bonds");

 

CITY OF LAREDO Combination Tax and Sewer System Certificates of Obligation, Series 1993, dated November 15, 1993, maturities August 15, 2003 through August 15, 2004, in the aggregate principal amount of $330,000 (the "Series 1993 Sewer System Certificates of Obligation");

 

            CITY OF LAREDO Combination Tax and Waterworks System Certificates of Obligation, Series 1993, dated November 15, 1993, maturities August 15, 2003 through August 15, 2004, in the aggregate principal amount of $890,000 (the "Series 1993 Waterworks System Certificates of Obligation");

 

CITY OF LAREDO General Obligation Bonds, Series 1993, dated November 15, 1993, maturities August 15, 2003 through August 15, 2004, in the aggregate principal amount of $285,000 (the "Series 1993 Bonds");

 

CITY OF LAREDO General Obligation Bonds, Series 1994, dated March 15, 1994, maturities February 15, 2004 through February 15, 2005, in the aggregate principal amount of $635,000 (the "Series 1994 Bonds");

 

CITY OF LAREDO Combination Tax and Sewer System Revenue Certificates of Obligation, Series 1994, dated November 1, 1994, maturities August 15, 2003 through August 15, 2005, in the aggregate principal amount of $1,890,000 (the "Series 1994 Sewer System Certificates of Obligation");

 

CITY OF LAREDO Combination Tax and Waterworks System Revenue Certificates of Obligation, Series 1994, dated November 1, 1994, maturities August 15, 2003 through August 15, 2005, in the aggregate principal amount of $1,910,000 (the "Series 1994 Waterworks System Certificates of Obligation");

 

 


CITY OF LAREDO General Obligation Bonds, Series 1994-A, dated November 1, 1994, maturities August 15, 2003 through August 15, 2005, in the aggregate principal amount of $1,880,000 (the "Series 1994-A Bonds");

 

          WHEREAS, the Issuer now desires to refund the following:

 

SERIES

 

MATURITY

 

AMOUNT

Series 1992 Bonds

 

2006 - 2008

 

1,325,000

Series 1993 Bonds

 

2004

 

145,000

Series 1993 Sewer System Certificates of Obligation

 

2004

 

170,000

Series 1993 Waterworks System Certificates of Obligation

 

2004

 

455,000

Series 1994-A Bonds

 

2005

 

665,000

Series 1994 Bonds

 

2005

 

325,000

Series 1994 Sewer System Certificates of Obligation

 

2005

 

665,000

Series 1994 Waterworks System Certificates of Obligation

 

2005

 

675,000

 

in the principal amount of $4,425,000 (the "Refunded Obligations"); and

 

          WHEREAS, the City Council of the Issuer deems it advisable to refund the Refunded Obligations in order to restructure the City's Debt Service requirements in the years 2004 and 2005 to permit the issuance of additional debt and to achieve a debt service savings of approximately $62,915.17 and a net present value debt service savings of approximately $194,350.53; and

 

          WHEREAS, Chapter 1207, Texas Government Code, authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof together with any other available funds or resources, directly with a place of payment or paying agent or a trust company or commercial bank that does not act as a depository for the Issuer and is named in these proceedings for the Refunded Obligations, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and

 

          WHEREAS, Chapter 1207, Texas Government Code, further authorizes the Issuer to enter into an escrow agreement with the paying agent, or a trust company or commercial bank, for the Refunded Obligations with respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent may agree, provided that such deposits may be invested and reinvested including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which shall mature and bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the Refunded Obligations; and

 

          WHEREAS, JPMorgan Chase Bank, Dallas, Texas, is the Escrow Agent for the Escrow Agreement hereinafter authorized, constitutes an agreement of the kind authorized and permitted by said Chapter 1207, Texas Government Code and the Escrow Agent is so named in accordance with Section 1207.061, Texas Government Code; and

 

          WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20 years of the date of the bonds hereinafter authorized; and

 

          WHEREAS, the bonds hereinafter authorized and designated are to be issued and delivered pursuant to Chapter 1207, Texas Government Code; and

 

          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.

 

          NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LAREDO, TEXAS:

 

          Section 1.     AMOUNT AND PURPOSE OF THE BONDS.  The bond or bonds of the CITY OF LAREDO, TEXAS (the "Issuer") are hereby authorized to be issued and delivered in the aggregate principal amount of $4,590,000 for refunding the Refunded Obligations.

 

          Section 2.     DESIGNATION OF THE BONDS.  Each bond issued pursuant to this Ordinance shall be designated: "CITY OF LAREDO, TEXAS GENERAL OBLIGATION REFUNDING BOND, SERIES 2003", and initially there shall be issued, sold, and delivered hereunder a single fully registered bond, without interest coupons, payable in annual installments of principal (the "Initial Bond"), but the Initial Bond may be assigned and transferred and/or converted into and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, having serial and annual maturities, and in the denomination or denominations of $5,000 or any integral multiple of $5,000, all in the manner hereinafter provided.  The term "Bonds" as used in this Ordinance shall mean and include collectively the Initial Bond and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds.

 

          Section 3.     INITIAL DATE, DENOMINATION, NUMBER, MATURITIES, INITIAL REGISTERED OWNER AND CHARACTERISTICS OF THE INITIAL BOND.  (a) The Initial Bond is hereby authorized to be issued, sold,  and delivered hereunder as a single fully registered Bond, without interest coupons, dated May 1, 2003, in the denomination and aggregate principal amount of $4,595,000, 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 Bond or any portion or portions thereof (in each case, the "registered owner"), with the annual installments of principal of the Initial Bond to be payable on the dates, respectively, and in the principal amounts, respectively, stated in the FORM OF INITIAL BOND set forth in this Ordinance.

 

          (b)  The Initial Bond (i) may be assigned and transferred, (ii) may be converted and exchanged for other Bonds, (iii) shall have the characteristics, and (iv) shall be signed and sealed, and the principal of and interest on the Initial Bond shall be payable, all as provided, and in the manner required or indicated, in the FORM OF INITIAL BOND set forth in this Ordinance.

 

          Section 4.     INTEREST.  The unpaid principal balance of the Initial Bond shall bear interest from the date of the Initial Bond and will be calculated on the basis of a 360-day year of twelve 30-day months to the respective scheduled due dates, or to the respective dates of prepayment or redemption, of the installments of principal of the Initial Bond, and said interest shall be payable, all in the manner provided and at the rates and on the dates stated in the FORM OF INITIAL BOND set forth in this Ordinance.

 

          Section 5.     FORM OF INITIAL BOND.  The form of the Initial Bond, including the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be endorsed on the Initial Bond, shall be substantially as follows:

 

 

FORM OF INITIAL BOND

NO. R-1     $4,590,000

UNITED STATES OF AMERICA

STATE OF TEXAS

COUNTY OF WEBB

CITY OF LAREDO, TEXAS

GENERAL OBLIGATION REFUNDING BOND, SERIES 2003

 

          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 Bond or any portion or portions hereof (in each case, the "registered owner") the aggregate principal amount of

 

FOUR MILLION FIVE HUNDRED NINETY THOUSAND DOLLARS

 

in 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:

 

MATURITY DATE

AMOUNT

 

MATURITY DATE

AMOUNT

August 15, 2004

905,000

 

August 15, 2008

490,000

August 15, 2005

1,550,000

 

August 15, 2009

270,000

August 15, 2006

875,000

 

August 15, 2010

280,000

August 15, 2007

220,000

 

 

 

and to pay interest, from the date of this Bond hereinafter stated, on the balance of each such installment of principal, respectively, from time to time remaining unpaid, at the rates as follows:

 

maturity August 15, 2004,

2.00

%

 

maturity August 15, 2008,

2.50

%

maturity August 15, 2005,

3.00

%

 

maturity August 15, 2009,

2.50

%

maturity August 15, 2006,

2.00

%

 

maturity August 15, 2010,

3.00

%

maturity August 15, 2007,

2.00

%

 

 

 

 

 

with said interest being payable on August 15, 2003, and semiannually on each February 15 and August 15 thereafter while this Bond or any portion hereof is outstanding and unpaid.

 

          THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges.  The installments of principal and the interest on this Bond are payable to the registered owner hereof through the services of JPMORGAN CHASE BANK, DALLAS, TEXAS, which is the "Paying Agent/Registrar" for this Bond.  Payment of all principal of and interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each principal and/or interest payment date by check or draft, dated as of such date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such principal and/or interest payment date, to the registered owner hereof, at the address of the registered owner, as it appeared on the 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 Bond that on or before each principal and/or interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on this Bond, when due.

 

          IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due.

 

          THIS BOND has been authorized in accordance with the Constitution and laws of the State of Texas, in the principal amount of $4,590,000 for refunding the Refunded Obligations.

 

          THIS BOND, to the extent of the unpaid or unredeemed principal balance hereof, or any unpaid and unredeemed portion hereof in any integral multiple of $5,000, may be assigned by the initial registered owner hereof and shall be transferred only in the Registration Books of the Issuer kept by the Paying Agent/Registrar acting in the capacity of registrar for the Bonds, upon the terms and conditions set forth in the Bond Ordinance.  Among other requirements for such transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar for cancellation, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment by the initial registered owner of this Bond, or any portion or portions hereof in any integral multiple of $5,000, to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered.  Any instrument or instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any such portion or portions hereof by the initial registered owner hereof.  A new bond or bonds payable to such assignee or assignees (which then will be the new registered owner or owners of such new Bond or Bonds) or to the initial registered owner as to any portion of this Bond which is not being assigned and transferred by the initial registered owner, shall be delivered by the Paying Agent/Registrar in conversion of and exchange for this Bond or any portion or portions hereof, but solely in the form and manner as provided in the next paragraph hereof for the conversion and exchange of this Bond or any portion hereof.  The registered owner of this Bond shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge of liability upon this Bond to the extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary.

 

          AS PROVIDED above and in the Bond Ordinance, this Bond, to the extent of the unpaid or unredeemed principal balance hereof, may be converted into and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the assignee or assignees duly designated in writing by the initial registered owner hereof, or to the initial registered owner as to any portion of this Bond which is not being assigned and transferred by the initial registered owner, in any denomination or denominations in any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute bond issued in exchange for any portion of this Bond shall have a single stated principal maturity date), upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance.  If this Bond or any portion hereof is assigned and transferred or converted each bond issued in exchange for any portion hereof shall have a single stated principal maturity date corresponding to the due date of the installment of principal of this Bond or portion hereof for which the substitute bond is being exchanged, and shall bear interest at the rate applicable to and borne by such installment of principal or portion thereof.  Such bonds, respectively, shall be subject to redemption prior to maturity on the same dates and for the same prices as the corresponding installment of principal of this Bond or portion hereof for which they are being exchanged.  No such bond shall be payable in installments, but shall have only one stated principal maturity date.  AS PROVIDED IN THE BOND ORDINANCE, THIS BOND IN ITS PRESENT FORM MAY BE ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and to one or more assignees, but the bonds issued and delivered in exchange for this Bond or any portion hereof may be assigned and transferred, and converted, subsequently, as provided in the Bond Ordinance.  The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging this Bond or any portion thereof, but the one requesting such transfer, conversion, and exchange shall pay any taxes or governmental charges required to be paid with respect thereto.  The Paying Agent/Registrar shall not be required to make any such assignment, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or portion thereof called for prepayment or redemption prior to maturity, within 45 days prior to its prepayment or redemption date.

 

          IN THE EVENT any Paying Agent/Registrar for this Bond is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owner of this Bond.

 

          IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, 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 Bond have been performed, existed, and been done in accordance with law; that this Bond 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 Bond, 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 Bond, the registered owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between the registered owner hereof and the Issuer.

 

          IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual signature of the Mayor of the Issuer and countersigned with the manual signature of the City Secretary of the Issuer, has caused the official seal of the Issuer to be duly impressed on this Bond, and has caused this Bond to be dated May 1, 2003.

 

City Secretary

 

Mayor

 

(CITY SEAL)

 

FORM OF REGISTRATION CERTIFICATE

OF THE COMPTROLLER OF PUBLIC ACCOUNTS:

 

COMPTROLLER'S REGISTRATION CERTIFICATE:

REGISTER NO.

 

          I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas.

 

          Witness my signature and seal this

                                                         ___________________________________________

                                                          Comptroller of Public Accounts of the State of Texas

(COMPTROLLER'S SEAL)

 

          Section 6.     ADDITIONAL CHARACTERISTICS OF THE BONDS. (a)  Registration and Transfer.  The Issuer shall keep or cause to be kept at the principal corporate trust office of JPMORGAN CHASE BANK, DALLAS, TEXAS (the "Paying Agent/Registrar") books or records of the registration and transfer of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided.  The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given.  The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity.  Registration of each Bond may be transferred in the Registration Books only upon presentation and surrender of such Bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, (i) evidencing the assignment of the Bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and (ii) the right of such assignee or assignees to have the Bond or any such portion thereof registered in the name of such  assignee or assignees.  Upon the assignment and transfer of any Bond or any portion thereof, a new substitute Bond or Bonds shall be issued in conversion and exchange therefor in the manner herein provided.  The Initial Bond, to the extent of the unpaid or unredeemed principal balance thereof, may be assigned and transferred by the initial registered owner thereof once only, and to one or more assignees designated in writing by the initial registered owner thereof.  All Bonds issued and delivered in conversion of and exchange for the Initial Bond shall be in any denomination or denominations of any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Bond shall have a single stated principal maturity date), shall be in the form prescribed in the FORM OF SUBSTITUTE BOND set forth in this Ordinance, and shall have the characteristics, and may be assigned, transferred, and converted as hereinafter provided.  If the Initial Bond or any portion thereof is assigned and transferred or converted the Initial Bond must be surrendered to the Paying Agent/Registrar for cancellation, and each Bond issued in exchange for any portion of the Initial Bond shall have a single stated principal maturity date, and shall not be payable in installments; and each such Bond shall have a principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the substitute Bond is being exchanged; and each such Bond shall bear interest at the single rate applicable to and borne by such installment of principal or portion thereof for which it is being exchanged.  If only a portion of the Initial Bond is assigned and transferred, there shall be delivered to and registered in the name of the initial registered owner substitute Bonds in exchange for the unassigned balance of the Initial Bond in the same manner as if the initial registered owner were the assignee thereof.  If any Bond or portion thereof other than the Initial Bond is assigned and transferred or converted each Bond issued in exchange  shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is exchanged.  A form of assignment shall be printed or endorsed on each Bond, excepting the Initial Bond, which shall be executed by the registered owner or its duly authorized attorney or representative to evidence an assignment thereof.  Upon surrender of any Bonds or any portion or portions thereof for transfer of registration, an authorized representative of the Paying Agent/Registrar shall make such transfer in the Registration Books, and shall deliver a new fully registered substitute Bond or Bonds, having the characteristics herein described, payable to such assignee or assignees (which then will be the registered owner or owners of such new Bond or Bonds), or to the previous registered owner in case only a portion of a Bond is being assigned and transferred, all in conversion of and exchange for said assigned Bond or Bonds or any portion or portions thereof, in the same form and manner, and with the same effect, as provided in Section 6(d), below, for the conversion and exchange of Bonds by any registered owner of a Bond.  The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such transfer and delivery of a substitute Bond or Bonds, but the one requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto.  The Paying Agent/Registrar shall not be required to make transfers of registration of any Bond or any portion thereof (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 30 days prior to its redemption date.

 

          (b)  Ownership of Bonds.  The entity in whose name any Bond shall be registered in the Registration Books at any time shall be deemed and treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such Bond shall be overdue, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such Bond shall be made only to such registered owner.  All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.

 

          (c)  Payment of Bonds and Interest.  The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, and to act as its agent to convert and exchange or replace Bonds, all as provided in this Ordinance.  The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance.  However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer.  Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be l5 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Bondholder appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice.

 

          (d)  Conversion and Exchange or Replacement; Authentication.  Each Bond issued and delivered pursuant to this Ordinance, to the extent of the unpaid or unredeemed principal balance or principal amount thereof, may, upon surrender of such Bond at the principal corporate trust office of the Paying Agent/Registrar, together with a written request therefor duly  executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, may, at the option of the registered owner or such assignee or assignees, as appropriate, be converted into and exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF SUBSTITUTE BOND set forth in this Ordinance, in the denomination of $5,000, or any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal balance or principal amount of any Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be.  If the Initial Bond is assigned and transferred or converted each substitute Bond issued in exchange for any portion of the Initial Bond shall have a single stated principal maturity date, and shall not be payable in installments; and each such Bond shall have a principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the substitute Bond is being exchanged; and each such Bond shall bear interest at the single rate applicable to and borne by such installment of principal or portion thereof for which it is being exchanged.  If a portion of any Bond (other than the Initial Bond) shall be redeemed prior to its scheduled maturity as provided herein, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral multiple of $5,000 at the request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation.  If any Bond or portion thereof (other than the Initial Bond) is assigned and transferred or converted, each Bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is being exchanged.  Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond.  The Paying Agent/Registrar shall convert and exchange or replace Bonds as provided herein, and each fully registered bond delivered in conversion of and exchange for or replacement of any Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Bonds for all purposes of this Ordinance, and may again be converted and exchanged or replaced.  It is specifically provided that any Bond authenticated in conversion of and exchange for or replacement of another Bond on or prior to the first scheduled Record Date for the Initial Bond shall bear interest from the date of the Initial Bond, but each substitute Bond so authenticated after such first scheduled Record Date shall bear interest from the interest payment date next preceding the date on which such substitute Bond was so authenticated, unless such Bond is authenticated after any Record Date but on or before the next following interest payment date, in which case it shall bear interest from such next following interest payment date; provided, however, that if at the time of delivery of any substitute Bond the interest on the Bond for which it is being exchanged is due but has not been paid, then such Bond shall bear interest from the date to which such interest has been paid in full.  THE INITIAL BOND issued and delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying Agent/ Registrar, but on each substitute Bond issued in conversion of and exchange for or replacement of any Bond or Bonds issued under this Ordinance there shall be printed a certificate, in the form substantially as follows:

 

          "PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE

 

          It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described on the face of this Bond; and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.

 

                                                Paying Agent/Registrar   

 

Dated __________                              By_________________________

                                                            Authorized Representative"

 

An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the above Certificate, and no such Bond shall be deemed to be issued or outstanding unless such Certificate is so executed.  The Paying Agent/Registrar promptly shall cancel all Bonds surrendered for conversion and exchange or replacement.  No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange or replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength.  Pursuant to Chapter 1207, Texas Government Code, the duty of conversion and exchange or replacement of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the above Paying Agent/Registrar's Authentication Certificate, the converted and exchanged or replaced Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Initial Bond which originally was issued pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts.  The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging any Bond or any portion thereof, but the one requesting any such transfer, conversion, and exchange shall pay any taxes or governmental charges required to be paid with respect thereto as a condition precedent to the exercise of such privilege of conversion and exchange.  The Paying Agent/Registrar shall not be required to make any such conversion and exchange or replacement of Bonds or any portion thereof (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date.

 

          (e)  In General.  All Bonds issued in conversion and exchange or replacement of any other Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF SUBSTITUTE BOND set forth in this Ordinance.

 

          (f)  Payment of Fees and Charges.  The Issuer hereby covenants with the registered owners of the Bonds that it will (i) pay the standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer of registration of Bonds, and with respect to the conversion and exchange of Bonds solely to the extent above provided in this Ordinance.

          (g)  Substitute Paying Agent/Registrar.  The Issuer covenants with the registered owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity.  The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/ Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice.  In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance.  Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Issuer.  Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar.  By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.

 

          (h)  Book-Entry Only System.  The Bonds issued in exchange for the Bonds initially issued to the purchaser specified herein shall be initially issued in the form of a separate single fully registered Bond for each of the 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 (i) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. 

 

          With respect to Bonds 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 Bonds.  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 Bonds, (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 Bonds, 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 Bonds.  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 Bonds 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 Bonds 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 Bonds that they be able to obtain certificated Bonds, 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 Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts.  In such event, the Bonds 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 Bonds 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 BONDS.  The form of all Bonds issued in conversion and exchange or replacement of any other Bond or portion thereof, including the form of Paying Agent/Registrar's Certificate to be printed on each of such Bonds, and the Form of Assignment to be printed on each of the Bonds, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance.

 

          FORM OF SUBSTITUTE BOND

 

PRINCIPAL AMOUNT

NO. _____ $___________________

 

UNITED STATES OF AMERICA

STATE OF TEXAS

COUNTY OF WEBB

CITY OF LAREDO, TEXAS

GENERAL OBLIGATION REFUNDING BOND, SERIES 2003

 

INTEREST RATE

 

MATURITY DATE

 

DATE OF ORIGINAL ISSUE

 

CUSIP NO.

 

 

 

 

May 1, 2003

 

 

 

          ON THE MATURITY DATE specified above, the CITY OF LAREDO, in WEBB COUNTY, TEXAS (the "Issuer"), 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 May  1, 2003 to the maturity date specified above, at the interest rate per annum specified above; with interest being payable on August 15, 2003 and semiannually thereafter on each February 15 and August 15, except that if the date of authentication of this Bond is later than July 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 Bond are payable in lawful money of the United States of America, without exchange or collection charges.  The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of JPMORGAN CHASE BANK, DALLAS, TEXAS, which is the "Paying Agent/Registrar" for this Bond.  The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check 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 Bonds (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States Mail, first-class postage prepaid, on each such 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 the risk and expense of, the registered owner.  Any accrued interest due upon the redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar.  The Issuer covenants with the registered owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due.

          IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due.

 

          THIS BOND is one of an issue of Bonds initially dated May 1, 2003, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $4,590,000 for refunding the Refunded Obligations.

 

          THIS BOND 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 Bonds, upon the terms and conditions set forth in the Bond Ordinance.  Among other requirements for such assignment and transfer, this Bond 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 Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered.  The form of Assignment printed or endorsed on this Bond shall be executed by the registered owner or its duly authorized attorney or representative, to evidence the assignment hereof.  A new Bond or Bonds payable to such assignee or assignees (which then will be the new registered owner or owners of such new Bond or Bonds), or to the previous registered owner in the case of the assignment and transfer of only a portion of this Bond, may be delivered by the Paying Agent/Registrar in conversion of and exchange for this Bond, all in the form and manner as provided in the next paragraph hereof for the conversion and exchange of other Bonds.  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 Bond or any portion hereof (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on  the next following principal or interest payment date, or, (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date.  The registered owner of this Bond shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge of liability upon this Bond to the extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary.

 

          ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000.  As provided in the Bond Ordinance, this Bond, or any unredeemed portion hereof, 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 bonds, 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 Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance.  The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging any Bond or any portion thereof, but the one requesting 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 (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date.

 

          IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds.

 

          IT IS HEREBY certified, recited, and covenanted that this Bond 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 Bond have been performed, existed, and been done in accordance with law; that this Bond 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 Bond, 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 Bond, the registered owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer.

 

          IN WITNESS WHEREOF, the Issuer has caused this Bond 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 Bond.

 

 

City Secretary

 

Mayor

 

(CITY SEAL)

 

 

          FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE

 

 

PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE

 

(To be executed if this Bond is not accompanied by an executed

Registration Certificate of the Comptroller of Public Accounts of the State of Texas)

         

          It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a Series 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.

 

 

Dated                                       JPMorgan Chase Bank, Dallas, Texas

 

 

 

                                                            By                                                                               

                                                   Authorized Representative

 

FORM OF ASSIGNMENT:

 

ASSIGNMENT

 

          FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized representative or attorney thereof, hereby assigns this Bond to

 

 

 

 

 

 

 

(Assignee's Social Security or Tax Payer Identification Number)

 

(Print or type Assignee's Name and Address Including Zip Code)

and hereby irrevocably constitutes and appoints

 

Attorney, to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books with full power of substitution in the premises.

 

Dated _______________

 

NOTICE:  This signature must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company.

 

NOTICE:  This signature must correspond with the name of the Registered Owner appearing on the face of this Bond.

 

          Section 8.     TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the Issuer at an official depository bank of the Issuer.  The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Bonds.  All ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund.  During each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of its Bonds as such principal matures (but never less than 2% of the original principal amount of the Bonds as a sinking fund each year).

 

          Said tax shall be based on the latest approved tax rolls of the Issuer, with full allowance being made for tax delinquencies and the cost of tax collection.  Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer for each year while any of the Bonds or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund.  Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law.

 

          Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of the taxes and revenues granted by the Issuer under this Section, and is therefore valid, effective, and perfected.  Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being that the pledge of the taxes granted by the Issuer under this Section is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, in order to preserve to the registered owners of the Bonds a security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing of a security interest in said pledge to occur.

 

          Section 9.     DEFEASANCE OF BONDS.  (a)  Any Bond and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable.  At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes and revenues herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities.

 

          (b)  Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer also be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer.  Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in subsection 9(a)(i) or (ii).  All income from such Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer.

 

          (c) The term "Defeasance Securities" means (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America., (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent.

 

          (d)  Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance.

 

          (e)  In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such random method as it deems fair and appropriate.

 

          Section 10.   DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.  (a)  Replacement Bonds.  In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.

 

          (b)  Application for Replacement Bonds.  Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar.  In every case of loss, theft, or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto.  Also, in every case of loss, theft, or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be.  In every case of damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.

 

          (c)  No Default Occurred.  Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section.

 

          (d)  Charge for Issuing Replacement Bonds.  Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in connection therewith.  Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance.

 

          (e)  Authority for Issuing Replacement Bonds.  In accordance with Chapter 1207, Texas Government Code, this Section 10 of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 6(d) of this Ordinance for Bonds issued in conversion and exchange for other Bonds.

 

          Section 11.   CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS; AND CONTINGENT INSURANCE PROVISION, IF OBTAINED.  The Mayor of the Issuer is hereby authorized to have control of the Initial Bond issued hereunder and all necessary records and proceedings pertaining to the Initial Bond pending its delivery and its investigation, examination, and approval by the Attorney General of the State of Texas, and its registration by the Comptroller of Public Accounts of the State of Texas.  Upon registration of the Initial Bond said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate on the Initial Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on the Initial Bond. The approving legal opinion of the Issuer's bond counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Bond or any Bonds issued and delivered in conversion of and exchange or replacement of any Bond, but neither shall have any legal effect, and shall be solely for the convenience and information of the registered owners of the Bonds.  In addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the Insurer.

 

          Section 12.   COVENANTS REGARDING TAX EXEMPTION.  The Issuer covenants to refrain from taking any action which would adversely affect, and to take any required action to ensure, the treatment of the Bonds as obligations described in Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation.  In furtherance thereof, the Issuer covenants as follows:

 

          (a)  to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in Section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance, or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of Section 141(b)(2) of the Code;

 

          (b)  to take any action to assure that in the event that the "private business use" described in Subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of Section 141(b)(3) of the Code, to the governmental use;

 

          (c)  to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of Section 141(c) of the Code;

 

          (d)  to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of Section 141(b) of the Code;

 

          (e)  to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of Section 149(b) of the Code;

 

          (f)  to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in Section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with --

 

       (1)  proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 90 days or less until such proceeds are needed for the purpose for which the Bonds are issued,

 

       (2)  amounts invested in a bona fide debt service fund, within the meaning of Section 1.148-1(b) of the Treasury Regulations, and

 

       (3)  amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds;

          (g)  to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of Section 148 of the Code (relating to arbitrage) and, to the extent applicable, Section 149(d) of the Code (relating to advance refundings); and

 

          (h)  to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of Section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under Section 148(f) of the Code.

 

          The Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the  case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds.  It is  the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto.  In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under Section 103 of the Code.  In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under Section 103 of the Code.  In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor of the Issuer to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds.

 

          In order to facilitate compliance with the above covenant  (h), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall not be subject to the claim of any other person, including without limitation the bondholders.  The Rebate Fund is established for the additional purpose of compliance with Section 148 of the Code.

 

          Section 13.   DISPOSITION OF PROJECT.  The Issuer covenants that the property constituting the Project originally financed by Refunded Obligations will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds.  For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation.  For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest.

 

          Section 14.   CONTINUING DISCLOSURE.  (a)  Annual Reports.  (i) The Issuer shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year ending in or after 2003, financial information and operating data with respect to the Issuer of the general type included in the final Official Statement  authorized by Section 15 of this Ordinance, being the information described in Exhibit A. Any financial statements so to be provided shall be prepared in accordance with the accounting principles described in Exhibit A thereto, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and audited, if the Issuer commissions an audit of such statements and the audit is completed within the period during which they must be provided.  If the audit of such financial statements is not complete within such period, then the Issuer shall provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report on such statements become available.

 

          (ii)  If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section.  The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC.

 

          (b)  Material Event Notices.  The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws:

 

          1.       Principal and interest payment delinquencies;

          2.       Non-payment related defaults;

          3.       Unscheduled draws on debt service reserves reflecting financial difficulties;

          4.       Unscheduled draws on credit enhancements reflecting financial difficulties;

          5.       Substitution of credit or liquidity providers, or their failure to perform;

          6.       Adverse tax opinions or events affecting the tax-exempt status of the Bonds;

          7.       Modifications to rights of holders of the Bonds;

          8.       Bond calls;

          9.       Defeasances;

          10.     Release, substitution, or sale of property securing repayment of the Bonds; and

          11.     Rating changes.

 

The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection.

 

          (c)  Limitations, Disclaimers, and Amendments.  (i)  The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes Bonds no longer to be outstanding. 

 

          (ii)  The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person.  The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein.  The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date.

 

          (iii)  UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE  LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.

 

          (iv)  No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws.

 

          (v)  The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as bond counsel) determined that such amendment will not materially impair the interest of the holders and beneficial owners of the Bonds.  If the Issuer so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (a) of this  Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided.  The Issuer may also amend or repeal the provisions of this continuing disclosure agreement  if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds.

 

          (d)  Definitions.  As used in this Section, the following terms have the meanings ascribed to such terms below:

 


          "MSRB" means the Municipal Securities Rulemaking Board.

 

"NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time.

 

          "Rule" means SEC Rule 15c2‑12, as amended from time to time.

 

          "SEC" means the United States Securities and Exchange Commission.

 

"SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time.

 

          Section 15.   SALE OF BONDS.  The Initial Bond is hereby sold and shall be delivered to A. G. EDWARDS & SONS, INC. (the "Underwriter") for cash for the price of $4,643,455.50 and accrued interest (accrued interest to be deposited into the Interest and Sinking Fund) thereon to date of delivery, (such price includes a discount to the Underwriter of $27,585.90, and a net original issue premium of $81,041.40 pursuant to the terms and provisions of a Purchase Contract with the Underwriter.  It is hereby officially found, determined, and declared that the Initial Bond has been sold pursuant to the terms and provisions of a Purchase Contract in substantially the form attached hereto as Exhibit B, which the Mayor of the Issuer is hereby authorized and directed to execute and deliver and which the City Secretary of the issuer is hereby authorized and directed to attest.  It is hereby officially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable.  The Initial Bond shall be registered in the name of A. G. EDWARDS & SONS, INC.

 

          Section 16.   APPROVAL OF OFFICIAL STATEMENT.  The Issuer hereby approves the form and content of the Official Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the Underwriter in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof.  The Preliminary Official Statement, dated May 9, 2003, is hereby approved and deemed final as of its date, as required by SEC Rule 15‑2‑12, and the distribution and use of the Preliminary Official Statement prior to the date hereof is hereby ratified and confirmed.

 

          Section 17.   APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS.  The Mayor of the Issuer is hereby authorized and directed to execute and deliver and the City Secretary of the Issuer is hereby authorized and directed to attest an Escrow Agreement in substantially the form attached hereto as Exhibit C.  In Addition, the Mayor is authorized to execute such subscription for the purchase of U. S. Treasury Securities, State and Local Government Series, or the purchase of direct obligations of the United States of America as may be necessary for the Escrow Fund, and to authorize such contributions as may be necessary for the Escrow Fund.

 


          Section 18.   NOTICE OF REDEMPTION.  That there is attached to this Ordinance, as Exhibit D, and made a part hereof for all purposes, a notice of prior redemption for the Refunded Obligations to be redeemed prior to stated maturity, and such Refunded Obligations described in said notice of prior redemption are hereby called for redemption and shall be redeemed prior to maturity on the date, place, and at the price as set forth therein.

 

          Section 19.   NOTICE TO PAYING AGENT/REGISTRAR AND PUBLICATION.  The Refunded Obligations described in Exhibit D attached hereto are so called for redemption, and JPMORGAN CHASE BANK as Paying Agent for all of the Refunded Obligations, with the exception of the Series 1992 Bonds, for which THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A. is the Paying Agent, and is hereby directed to make appropriate arrangements so that such Refunded Obligations may be redeemed at said Bank on the redemption date.  A copy of such Notice of Redemption shall be delivered to the Paying Agent/Registrar so mentioned, and published in the Texas Bond Reporter.

 

          Section 20.   REASONS FOR REFUNDING.  The Issuer deems it advisable to refund the Refunded Obligations in order to restructure the City's Debt Service requirements in the years 2004 and 2005 to permit the issuance of additional debt and to achieve a debt service savings of approximately $62,915.17 and a net present value debt service savings of approximately $194,350.53.

 

          Section 21.   APPROPRIATION.  There is hereby appropriated for transfer to the Interest and Sinking Fund, from available funds, moneys sufficient to pay the interest coming due on the Bonds on August 15, 2003.

 

          Section 22.   INSURANCE.  The Issuer approves the insurance of the Bonds by MBIA INSURANCE CORPORATION and the payment of such premium and covenant to comply with all of the terms of the insurance commitment, a copy of which is attached hereto as Exhibit E and is hereby adopted by this Ordinance.

 

          Section 23.   PUBLIC NOTICE.  It is hereby officially found and determined that public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code.

 

-------------------

          APPROVED THIS _______ DAY OF MAY, 2003.

 

 

 

 

 

                                                                            

                                                                   Mayor        

 

ATTEST:

 

 

 

                                                        

City Secretary

 

 

 

                                                                  

 

REVIEWED AS TO FORM

 

 

 

                                                        

City Attorney


EXHIBIT A

 

DESCRIPTION OF ANNUAL FINANCIAL INFORMATION

 

          The following information is referred to in Section 14 of this Ordinance.

 

 

I.  Annual Financial Statements and Operating Data

 

          The financial information and operating data with respect to the Issuer to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement and Tables referred to) below:

 

TABLES 1 THROUGH 13 AND EXHIBIT B

 

 

Accounting Principles

 

          The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in paragraph 1 above.


EXHIBIT B

         

PURCHASE AGREEMENT

 

          THE PURCHASE AGREEMENT HAS BEEN OMITTED AT THIS POINT AS IT APPEARS IN EXECUTED FORM ELSEWHERE IN THIS TRANSCRIPT.

 


EXHIBIT C

 

ESCROW AGREEMENT

 

          THE ESCROW AGREEMENT HAS BEEN OMITTED AT THIS POINT AS IT APPEARS IN EXECUTED FORM ELSEWHERE IN THIS TRANSCRIPT.

 



EXHIBIT D

 

NOTICE OF REDEMPTION

 

 

          NOTICE IS HEREBY GIVEN that the City of Laredo, Texas has called for redemption the outstanding Bonds of the City described as follows:

 

            CITY OF LAREDO, TEXAS General Obligation Refunding Bonds, Series 1992, dated March 15, 1992, maturity February 15, 2006, in the principal amount of $870,000, maturity February 15, 2007, in the principal amount of $230,000 and maturity February 15, 2008 in the principal amount of $225,000, at a redemption price equal to the principal amount thereof and accrued interest to call date of the Bonds so called for redemption at The Bank of New York Trust Company of Florida, N.A.  Call date: July 1, 2003; and

 

          On July 1, 2003, interest on the Bonds shall cease to accrue and be payable.

 

          THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance of the aforementioned Bonds and in accordance with the recitals and provisions of said Bonds .

 

          NOTICE IS GIVEN that due and proper arrangements have been made for providing the place of payment of said Bonds called for redemption with funds sufficient to pay the principal amount of said Bonds and the interest thereon to the redemption date.  In the event said Bonds, or any of them are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest.

 

          IN COMPLIANCE with the Economic Growth and Tax Relief Reconciliation Act of 2001 (the "Act"), the broker reporting requirements, the redeeming institution is required to withhold 30.50% of the principal amount of your holdings redeemed unless they are provided with a W‑9 Form certifying your social security number or federal employer tax identification number.  Any questions regarding this notice may be addressed to The Bank of New York, New York, Corporate Trust Department, Attention: Bondholder Relations, 1-800-882-6559.

 

          NOTICE IS FURTHER GIVEN that the Bonds should be submitted to either of the following addresses:

 

 

Mail Delivery or Hand Delivery

The Bank of New York

Corporate Trust Operations

111 Sanders Creek Parkway

E. Syracuse, N.Y.  13057

 

 

 

Elizabeth Flores, Mayor

City of Laredo, Texas


EXHIBIT D

 

NOTICE OF REDEMPTION

 

CUSIP NUMBER:

 

          NOTICE IS HEREBY GIVEN that the City of Laredo, Texas has called for redemption the outstanding Bonds and Certificates of Obligation of the City described as follows:

 

            CITY OF LAREDO Combination Tax and Sewer System Revenue Certificates of Obligation, Series 1993, dated November 15, 1993, maturity August 15, 2004, in the aggregate principal amount of $170,000, to call date of the Certificates of Obligation so called for redemption at JPMorgan Chase Bank, Dallas, Texas.  Call date: July 1, 2003.

 

          On July 1, 2003, interest on the Certificates of Obligation shall cease to accrue and be payable.

 

            CITY OF LAREDO Combination Tax and Waterworks System Revenue Certificates of Obligation, Series 1993, dated November 15, 1993, maturity August 15, 2004, in the aggregate principal amount of $455,000, to call date of the Certificates of Obligation so called for redemption at JPMorgan Chase Bank, Dallas, Texas.  Call date: July 1, 2003.

 

          On July 1, 2003, interest on the Certificates of Obligation shall cease to accrue and be payable.

 

CITY OF LAREDO General Obligation Bonds, Series 1993, dated November 15, 1993, maturity August 15, 2004, in the aggregate principal amount of $145,000, to call date of the Bonds so called for redemption at JPMorgan Chase Bank, Dallas, Texas.  Call date: July 1, 2003.

 

          On July 1, 2003, interest on the Bonds shall cease to accrue and be payable.

 

CITY OF LAREDO General Obligation Bonds, Series 1994, dated March 15, 1994, maturity February 15, 2005, in the aggregate principal amount of $325,000, to call date of the Bonds so called for redemption at JPMorgan Chase Bank, Dallas, Texas.  Call date: February 15, 2004.

 

          On February 15, 2004, interest on the Bonds shall cease to accrue and be payable.

 

CITY OF LAREDO Combination Tax and Sewer System Revenue Certificates of Obligation, Series 1994, dated November 1, 1994, maturity August 15, 2005, in the aggregate principal amount of $665,000, to call date of the Certificates of Obligation so called for redemption at JPMorgan Chase Bank, Dallas, Texas.  Call date: August 15, 2004.

 

          On August 15, 2004, interest on the Certificates of Obligation shall cease to accrue and be payable.

 

CITY OF LAREDO Combination Tax and Waterworks System Revenue Certificates of Obligation, Series 1994, dated November 1, 1994, maturity August 15, 2005, in the aggregate principal amount of $675,000, to call date of the Certificates of Obligation so called for redemption at JPMorgan Chase Bank, Dallas, Texas.  Call date: August 15, 2004.

 

          On August 15, 2004, interest on the Certificates of Obligation shall cease to accrue and be payable.

 

 


CITY OF LAREDO General Obligation Bonds, Series 1994A, dated November 1, 1994, maturity August 15, 2005, in the aggregate principal amount of $665,000, to call date of the Bonds so called for redemption at JPMorgan Chase Bank, Dallas, Texas.  Call date: August 15, 2004.

 

          On August 15, 2004, interest on the Bonds shall cease to accrue and be payable.

 

          THE BONDS AND CERTIFICATES OF OBLIGATION shall be redeemed in whole at JPMorgan Chase Bank, Dallas, Texas, as the Paying Agent/Registrar for said Bonds and Certificates of Obligation.  Upon presentation of the Bonds and Certificates of Obligation at the Paying Agent/Registrar on the aforementioned redemption date, the holder thereof shall be entitled to receive the redemption price equal to par and accrued interest to the redemption date.

 

          NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for providing the place of payment of the Bonds and Certificates of Obligation called for redemption with funds sufficient to pay the principal amount of the Bonds and Certificates of Obligation and the interest thereon to the redemption date.  In the event the Bonds and Certificates of Obligation or any of them are not presented for redemption by the respective date fixed for their redemption, they shall not thereafter bear interest.

 

          UNDER THE PROVISIONS of the Economic Growth and Tax Relief Reconciliation Act of 2001 (the "Act"), paying agents making payments of interest and principal on municipal securities may be obligated to withhold 30% tax from remittance to individuals who have failed to furnish the paying agent with a valid taxpayer identification number. Registered holders who wish to avoid the imposition of the tax should submit certified taxpayer identification numbers (via form W-9) when presenting the Bonds and Certificates of Obligation for payment.

 

          THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance of the Bonds and Certificates of Obligation and in accordance with the recitals and provisions of each of the Bonds and Certificates of Obligation, respectively.

 

          NOTICE IS FURTHER GIVEN that the Bonds and Certificates of Obligation should be submitted to either of the following addresses:

 

By Mail      

 

JPMorgan Chase Bank

c/o Institutional Trust Services

P. O. Box 2320     

Dallas, Texas 75221-2320

Overnight or Courier

 

JPMorgan Chase Bank 

c/o Institutional Trust Services

2001 Bryan Street, 9th Floor      

Dallas, Texas 75201

 

Hand Delivery

 

JPMorgan Chase Bank

Room 234 - North Building

Institutional Trust Service Window

55 Water Street

New York, New York   10041

 

Elizabeth G. Flores, Mayor

City of Laredo


EXHIBIT E

 

INSURANCE COMMITMENT

 

 

          THE INSURANCE COMMITMENT HAS OMITTED AT THIS POINT, AS IT APPEARS ELSEWHERE IN THE TRANSCRIPT.