HomeMy WebLinkAboutPO 6952: GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021 CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
I, the undersigned officer of the City Council of the City of Port Arthur, Texas, hereby certify as
follows:
The City Council of the City convened in regular meeting on April 13, 2021, at the place
stated in the notice of such meeting given as stated below, and the roll was called of the duly
constituted official and members of said City Council, to wit:
Thurman Bartie Mayor
Ingrid Holmes Councilmember, District 1
Cal J. Jones Councilmember, District 2
Thomas Kinlaw, III Councilmember, District 3
Kenneth Marks Councilmember, District 4
Charlotte Moses Councilmember, District 7—Mayor Pro Tern
Donald Frank Councilmember, District 8
and all of said persons were present, thus constituting a quorum. Whereupon, among other business, the
following was transacted at said meeting: a written
AN ORDINANCE OF THE CITY OF PORT ARTHUR, TEXAS, AUTHORIZING THE ISSUANCE AND
SALE OF CITY OF PORT ARTHUR, TEXAS,GENERAL OBLIGATION REFUNDING BONDS,SERIES
2021, IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $2,000,000 FOR THE
REFUNDING OF CERTAIN BONDS; LEVYING A TAX IN PAYMENT THEREOF; MAKING OTHER
PROVISIONS REGARDING SUCH BONDS, INCLUDING AUTHORIZING THE PREPARATION AND
DISTRIBUTION OF ONE OR MORE PRELIMINARY OFFICIAL STATEMENTS, ONE OR MORE
OFFICIAL STATEMENTS AND MATTERS INCIDENT THERETO; AWARDING THE SALE OF THE
BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE PURCHASE
AGREEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING
AGENT/REGISTRAR AGREEMENT; AUTHORIZING AND CONFIRMING THE ENGAGEMENT OF
CERTAIN PROFESSIONALS IN CONNECTION WITH THE ISSUANCE OF THE BONDS; FINDING
AND DETERMINING THAT THE MEETING AT WHICH THIS ORDINANCE IS PASSED IS OPEN TO
THE PUBLIC AS REQUIRED BY LAW; AND ENACTING OTHER PROVISIONS RELATING
THERETO.
was duly introduced for the consideration of said City Council and read in full. It was then duly moved
and seconded that said ordinance be adopted; and, after due discussion, said motion, carrying with it the
adoption of said ordinance,prevailed and carried by the following vote:
AYES: All those present voted "aye"
NOES: 0
ABSTENTIONS: 0
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A true, full and correct copy of the aforesaid ordinance adopted at the meeting described in the above and
foregoing paragraph is attached to and follows this certificate; that said ordinance has been duly recorded
in said City Council's minutes of said meeting; that the above and foregoing paragraph is a true, full and
correct excerpt from said City Council's minutes of said meeting pertaining to the adoption of said
ordinance; that the persons named in the above and foregoing paragraph are the duly chosen, qualified
and acting officers and members of said City Council as indicated therein; that each of the officers and
members of said City Council was duly and sufficiently notified officially and personally, in advance, of
the date, hour, place and purpose of the aforesaid meeting, and that said ordinance would be introduced
and considered for adoption at said meeting, and each of said officers and members consented, in
advance, to the holding of said meeting for such purpose; that said meeting was open to the public as
required by law; and that public notice of the date, hour, place and subject of said meeting was given as
required by Chapter 551,Texas Government Code.
SIGNED AND SEALED this 13th day of April, 2021.
City Secretary,
City of Port Arthur,Texas
[SEAL]
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P.O. 6952
04/06/21 VRT
ORDINANCE NO.21-
_
AN ORDINANCE OF THE CITY OF PORT ARTHUR, TEXAS, AUTHORIZING THE
ISSUANCE AND SALE OF CITY OF PORT ARTHUR, TEXAS, GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2021, IN THE AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED$2,000,000 FOR THE REFUNDING OF CERTAIN BONDS;
LEVYING A TAX IN PAYMENT THEREOF; MAKING OTHER PROVISIONS
REGARDING SUCH BONDS, INCLUDING AUTHORIZING THE PREPARATION AND
DISTRIBUTION OF ONE OR MORE PRELIMINARY OFFICIAL STATEMENTS, ONE
OR MORE OFFICIAL STATEMENTS AND MATTERS INCIDENT THERETO;
AWARDING THE SALE OF THE BONDS; AUTHORIZING THE EXECUTION AND
DELIVERY OF ONE OR MORE PURCHASE AGREEMENTS; AUTHORIZING THE
EXECUTION AND DELIVERY OF A PAYING AGENT/REGISTRAR AGREEMENT;
AUTHORIZING AND CONFIRMING THE ENGAGEMENT OF CERTAIN
PROFESSIONALS IN CONNECTION WITH THE ISSUANCE OF THE BONDS;
FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS ORDINANCE
IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; AND ENACTING
OTHER PROVISIONS RELATING THERETO.
WHEREAS, the City of Port Arthur, Texas (the "City") is authorized, pursuant to the general
laws of the State of Texas, and particularly Chapter 1331, Texas Government Code, as amended, to issue
its bonds for the purpose of making certain public facilities improvements, street improvements, drainage
improvements, and to pay the costs in connection with the issuance of the Bonds; and
WHEREAS, the City has previously issued and there are presently outstanding certain bonds of
the City; and
WHEREAS, the City is authorized, pursuant to the general laws of the State of Texas, and
particularly Chapter 1207, Texas Government Code, as amended, to issue its bonds for the purpose of
refunding all or a portion of its outstanding bonds; and
WHEREAS, by this Ordinance the City Council is authorizing the issuance of its bonds in an
amount not to exceed the aggregate principal amount of $2,000,000 for the purpose of refunding the
City's outstanding bonds identified and described on Schedule I attached hereto and incorporated herein
by reference for all purposes(the "Refunded Obligations"); and
WHEREAS, the City Council hereby finds, determines and declares that the refunding of the
Refunded Obligations will result in a debt service savings representing a net present value savings for the
City and that the issuance of the bonds herein authorized is necessary in order to lower the overall annual
debt service requirements of the City; and
WHEREAS, the City is a home-rule municipality that has adopted a charter under Article XI,
Section 5 of the Texas Constitution, has a population in excess of 50,000 and has long-term indebtedness
proposed to be issued, and some amount of such long-term indebtedness is rated in one of the four highest
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rating categories for long-term debt instruments by a nationally recognized rating agency for municipal
securities without regard to the effect of any credit agreement or other form of credit enhancement entered
into in connection with the obligation, and therefore qualifies as an "Issuer" under Chapter 1371 of the
Texas Government Code, as amended("Chapter 1371"); and
WHEREAS, pursuant to Chapter 1371, Texas Government Code, as amended, the City desires to
delegate the authority to effect the sale of the bonds to the Authorized Officer(hereinafter defined);and
WHEREAS, the City Council has found and determined that it is necessary and in the best
interest of the City and its citizens that it authorize by this Ordinance the issuance and delivery of its
bonds in one or more series at this time; and
WHEREAS, the meeting at which this Ordinance is considered is open to the public as required
by law, and the public notice of the time, place and purpose of said meeting was given as required by
Chapter 551,Texas Government Code, as amended; now therefore;
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR,TEXAS:
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01. Definitions.
Unless otherwise expressly provided or unless the context clearly indicates otherwise in this
Ordinance,the following terms shall have the meanings specified below:
"Authorized Officer" means the Mayor, City Manager, or Interim Finance Director of the City,
who are authorized to act on behalf of the City in selling and delivering the Bonds, or such other officers
of the City as designated in writing.
"Bond"means any of the Bonds.
"Bond Counsel"means Holland& Knight LLP
"Bond Date" means the date designated as the date of the Bonds by Section 3.02 of this
Ordinance.
"Bonds" means any of the City's bonds authorized by this Ordinance and designated as "City of
Port Arthur, Texas General Obligation Refunding Bonds, Series 2021."
"Business Day"means any day which is not a Saturday, Sunday or legal holiday, or day on which
banking institutions in the State of Texas or the city in which the Designated Payment/Transfer Office is
located are generally authorized or obligated by law or executive order to close.
"City"means the City of Port Arthur, Texas.
"City Manager"means the City Manager or the Interim City Manager of the City.
"Closing Date"means the date of the initial delivery of and payment for the Bonds.
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"Code" means the Internal Revenue Code of 1986, as amended, and with respect to a specific
section thereof, such reference shall be deemed to include (a) the Regulation promulgated under such
section, (b) any successor provision of similar import hereafter enacted, (c) any corresponding provision
of any subsequent Internal Revenue Code and (d) the regulations promulgated under the provisions
described in (b)and(c).
"Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar named herein, its office in Houston, Texas, or at such other location designated by the
Paying Agent/Registrar and (ii) with respect to any successor Paying Agent/Registrar, the office of such
successor designated and located as may be agreed upon by the City and such successor.
"DTC" means The Depository Trust Company of New York, New York, or any successor
securities depository.
"DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance
and settlement of securities transactions among DTC Participants.
"Escrow Agent"means the entity identified in the Pricing Certificate.
"Escrow Agreement" means that certain Escrow Agreement, dated as of the Closing Date,
between the City and the Escrow Agent.
"Escrow Fund" means the fund or funds established by the Escrow Agreement to hold cash and
securities for the payment of debt service on the Refunded Obligations.
"Escrow Securities" means (1) direct noncallable obligations of the United States, including
obligations that are unconditionally guaranteed by the United States; (2) noncallable obligations of any
agency or instrumentality of the United States, including obligations that are unconditionally guaranteed
or insured by the agency or instrumentality and that, on the date of hereof, are rated as to investment
quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; and (3)
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 hereof, are rated as to investment quality by a
nationally recognized investment rating firm not less than"AAA"or its equivalent.
"Event of Default"means any event of default as set forth in Section 9.01 of this Ordinance.
"Fiscal Year"means such fiscal year as shall from time to time be set by the City Council.
"Initial Bond"means the Initial Bond authorized by Section 3.01 of this Ordinance.
"Interest and Sinking Fund" means the interest and sinking fund established by Section 2.02 of
this Ordinance.
"Interest Payment Date" means the date or dates on which interest on the Bonds is scheduled to
be paid until their respective dates of maturity or prior redemption, such dates being February 15 and
August 15 of each year, commencing February 15, 2022.
"MSRB"means the Municipal Securities Rulemaking Board.
"Ordinance"as used herein and in the Bonds means this ordinance authorizing the Bonds.
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"Owner" means the person who is the registered owner of a Bond or Bonds, as shown in the
Register.
"Paying Agent/Registrar" means initially UMB Bank, National Association, Houston, Texas, or
any successor thereto as provided in this Ordinance.
"Paying Agent/Registrar Agreement" means the Paying Agent/Registrar Agreement between the
Paying Agent/Registrar and the City relating to the Bonds.
"Pricing Certificate" means a certificate or certificates to be signed by the Authorized Officer in
connection with the issuance of Bonds under this Ordinance.
"Project"means the purposes for which the Bonds are issued as set forth in Section 3.01.
"Record Date" means the close of business on the last business day of the month preceding the
applicable Interest Payment Date.
"Refunded Obligations" means the obligations of the City being refunded with a portion of the
proceeds of the Bonds as described on Schedule I.
"Register"means the bond register specified in Section 3.09(a)of this Ordinance.
"Regulations" means the applicable, proposed, temporary or final Treasury Regulations
promulgated under the Code, or,to the extent applicable to the Code, under the Internal Revenue Code of
1954, as such regulations may be amended or supplemented from time to time.
"Representation Letter"means the Blanket Letter of Representations between the City and DTC.
"Rule"means SEC Rule 15c2-12, as amended from time to time.
"SEC"means the United States Securities and Exchange Commission.
"Special Payment Date" means the Special Payment Date prescribed by Section 3.06(b) of this
Ordinance.
"Special Record Date" means the Special Record Date prescribed by Section 3.06(b) of this
Ordinance.
"Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the payment
of principal of, redemption premium, if any, or interest on the Bonds as the same becomes due and
payable or money set aside for the payment of Bonds duly called for redemption prior to maturity and
remaining unclaimed by the Owners of such Bonds for 90 days after the applicable payment or
redemption date.
"Underwriters"mean the underwriters as set forth in the Pricing Certificate.
Section 1.02. Findings.
The declarations, determinations and findings declared, made and found in the preamble to this
Ordinance are hereby adopted, restated and made a part of the operative provisions hereof.
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Section 1.03. Titles and Headings.
The titles and headings of the Articles and Sections of this Ordinance have been inserted for
convenience of reference only and are not to be considered a part hereof and shall not in any way modify
or restrict any of the terms or provisions hereof and shall never be considered or given any effect in
construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent
should arise.
Section 1.04. Interpretation.
(a) Unless the context requires otherwise, words of the masculine gender shall be construed
to include correlative words of the feminine and neuter genders and vice versa, and words of the singular
number shall be construed to include correlative words of the plural number and vice versa.
(b) Any action required to be taken on a date which is not a Business Day shall be taken on
the next succeeding Business Day and have the same effect as if taken on the date so required.
(c) This Ordinance and all the terms and provisions hereof shall be liberally construed to
effectuate the purposes set forth herein to sustain the validity of this Ordinance.
(d) Article and section references shall mean references to articles and sections of this
Ordinance unless otherwise designated.
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
Section 2.01. Tax Levy.
(a) Pursuant to the authority granted by the Texas Constitution and the laws of the State of
Texas, there shall be levied and there is hereby levied for the current year and for each succeeding year
thereafter while any of the Bonds or any interest thereon is outstanding and unpaid, an ad valorem tax on
each one hundred dollars valuation of taxable property within the City, at a rate sufficient,within the limit
prescribed by law, to pay the debt service requirements of the Bonds, being (i)the interest on the Bonds,
and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% per annum (whichever
amount is greater), when due and payable, full allowance being made for delinquencies and costs of
collection.
(b) The ad valorem tax thus levied shall be assessed and collected each year against all
property appearing on the tax rolls of the City most recently approved in accordance with law and the
money thus collected shall be deposited as collected to the Interest and Sinking Fund.
(c) Said ad valorem tax, the collections therefrom, and all amounts on deposit in or required
hereby to be deposited to the Interest and Sinking Fund are hereby pledged and committed irrevocably to
the payment of the principal of and interest on the Bonds when and as due and payable in accordance with
their terms and this Ordinance.
Section 2.02. Interest and Sinking Fund.
(a) The City hereby establishes a special fund or account, to be designated the "City of Port
Arthur, Texas, General Obligation Refunding Bonds, Series 2021, Interest and Sinking Fund," said fund
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to be maintained at an official depository bank of the City separate and apart from all other funds and
accounts of the City.
(b) Money on deposit in or required by this Ordinance to be deposited to the Interest and
Sinking Fund shall be used solely for the purpose of paying the interest on and principal of the Bonds
when and as due and payable in accordance with their terms and this Ordinance.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3.01. Amount, Purpose and Authorization.
The City's bonds to be designated "City of Port Arthur, Texas General Obligation Refunding
Bonds, Series 2021" are hereby authorized to be issued and delivered in accordance with the Constitution
and the laws of the State of Texas, including particularly 1207 and 1371, Texas Government Code.
Bonds shall be issued in fully registered form,without coupons, under and pursuant to the authority of the
Ordinance in the total authorized aggregate principal amount not to exceed $2,000,000 as set forth in the
Pricing Certificate (form of which is attached hereto as EXHIBIT B) for the purpose of paying certain
costs related to the issuance of the Bonds and the refunding and defeasing of the Refunded Obligations.
Section 3.01 A. Sale, Execution and Delivery of the Bonds.
As authorized by Chapter 1371, Texas Government Code, as amended, Authorized Officer is
hereby authorized to act on behalf of the City in selling and delivering the Bonds and carrying out other
procedures specified herein, including agreeing to and stipulating the price at which the Bonds will be
sold,the date or dates on which the Bonds will be sold,the years in which the Bonds will mature,the total
principal amount of the Bonds and the principal amount to mature in each of such years of maturity, the
rate of interest to be borne by each such maturity, the dates, prices and terms, if any, upon which the
Bonds will be subject to optional redemption, if applicable, prior to maturity, the purchase of a bond
insurance policy or policies, if any, for all or any portion of the Bonds,and all other matters relating to the
issuance, sale and delivery of the Bonds, all of which shall be specified in the Pricing Certificate,
provided that:
(1) the price to be paid for the Bonds shall be not be less than 90% of the aggregate
original principal amount of the Bonds;
(2) none of the Bonds shall bear interest at a rate greater than 15% per annum or in
excess of the maximum rate allowed by Chapter 1204,Texas Government Code,as amended;
(3) prior to delivery, the Bonds to be issued must have been rated by a nationally
recognized rating agency for municipal securities in one of the four highest rating categories for
long-term obligations; and
(4) in connection with each series of Bonds issued in whole or in part for refunding
purposes, the refunding of the Refunded Obligations shall produce a net present value debt
service savings of at least 3.0% of the principal amount of the Refunded Obligations being
refunded with such series of Bonds.
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The authority granted to the Authorized Officer in this Section shall expire on a date one year from the
date of this Ordinance, unless otherwise extended by the City by separate action.
The issuance of the Bonds is hereby authorized under and in accordance with the Pricing
Certificate, the officers of the City are each hereby authorized to execute, attest, and affix the City's seal
to the Bonds and to deliver the Bonds to the Attorney General of the State of Texas for approval, the
Comptroller of Public Accounts for registration and the Paying Agent/Registrar for authentication, and
thereafter to deliver such Bonds to the Underwriters pursuant to the Purchase Agreement authorized in
Section 6.01 herein.
Section 3.02. Designation, Date and Interest Payment Dates.
Bonds shall be designated as the "City of Port Arthur, Texas, General Obligation Refunding
Bonds, Series 2021,"and shall be dated June 15, 2021. The Bonds shall bear interest at the rates set forth
herein, from the later of the Closing Date or the most recent Interest Payment Date to which interest has
been paid or duly provided for, calculated on the basis of a 360-day year of twelve 30-day months,
payable on each February 15 and August 15 of each year, commencing February 15, 2022, until maturity
or prior redemption.
If interest on any Bond is not paid on any Interest Payment Date and continues unpaid for thirty
(30) days thereafter,the Paying Agent/Registrar shall establish a new record date for the payment of such
interest, to be known as a Special Record Date. The Paying Agent/Registrar shall establish a Special
Record Date when funds to make such interest payment are received from or on behalf of the City. Such
Special Record Date shall be fifteen (15) days prior to the date fixed for payment of such past due
interest, and notice of the date of payment and the Special Record Date shall be sent by United States
mail, first class, postage prepaid, not later than five (5) days prior to the Special Record Date, to each
affected Registered Owner as of the close of business on the day prior to mailing of such notice.
Section 3.03. Numbers Denomination, Interest Rates and Maturities.
The Bonds shall be initially issued bearing the numbers, in the principal amounts and bearing
interest at the rates set forth below and may be transferred and exchanged as set out in this Ordinance.
The Bonds shall mature on June 15 in each of the years and in the amounts as set forth in the Pricing
Certificate. Bonds delivered in transfer of or in exchange for other Bonds shall be numbered in order of
their authentication by the Paying Agent/Registrar, shall be in the denomination of $5,000 or integral
multiples thereof and shall mature on the same date and bear interest at the same rate as the Bond or
Bonds in lieu of which they are delivered. The Bonds shall be numbered separately from R-1 upward,
except the Initial Bond,which shall be numbered T-1.
Section 3.04. Redemption Prior to Maturity.
The Bonds are subject to optional redemption and mandatory redemption as set forth herein and
in the Pricing Certificate.
(a) Mandatory Sinking Fund Redemption.
(i) The Bonds designated as "Term Bonds" in the Pricing Certificate ("Term
Bonds"), if any, are subject to scheduled mandatory redemption and will be redeemed by the
City, in part, at a price equal to the principal amount thereof, without premium, plus accrued
interest to the redemption date, out of moneys available for such purpose in the Interest and
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Sinking Fund, on the dates and in the respective principal amounts as set forth in the Pricing
Certificate.
(ii) Prior to each scheduled mandatory redemption date, the Paying Agent/Registrar
shall select for redemption by lot, or by any other customary method that results in a random
selection, a principal amount of Term Bonds equal to the aggregate principal amount of such
Term Bonds to be redeemed, shall call such Term Bonds for redemption on such scheduled
mandatory redemption date, and shall give notice of such redemption, as provided in Section
3.04(d).
(iii) The principal amount of the Term Bonds required to be redeemed on any
redemption date pursuant to Section 3.04(b)(i) shall be reduced, at the option of the City, by the
principal amount of any Term Bonds which, at least 45 days prior to the mandatory sinking fund
redemption date shall have been acquired by the City at a price not exceeding the principal
amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to
the Paying Agent/Registrar for cancellation, or shall have been redeemed pursuant to the optional
redemption provisions hereof and not previously credited to a mandatory sinking fund
redemption.
(b) Partial Redemption. If less than all of the Bonds are to be redeemed pursuant to this
Section, the City shall determine the maturity or maturities and the amounts thereof to be redeemed and
shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof, within such maturity
or maturities and in such principal amounts for redemption at the close of business on the Business Day
next preceding the date of mailing such notice.
A portion of a single Bond of a denomination greater than $5,000 may be redeemed, but only in a
principal amount equal to $5,000 or any integral multiple thereof. If such a Bond is to be partially
redeemed,the Paying Agent/Registrar shall treat each $5,000 portion of a Bond as though it were a single
Bond for purposes of selection for redemption.
Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, in accordance
with Section 3.10 of this Ordinance, shall authenticate and deliver an exchange Bond or Bonds in an
aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange
being without charge, notwithstanding any provision of Section 3.10 to the contrary.
(c) Notice of Redemption. Notice of any redemption shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, at least 30 days prior to the date fixed
for any such redemption, to the registered owner of each Bond, or portion thereof to be redeemed, at its
address as it appeared on the Register on the close of business on the business day next preceding the date
of mailing such notice; provided, however, that the failure to send, mail, or receive such notice, or any
defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption of any Bond. By the date fixed for any such redemption, due provision
shall be made by the City with the Paying Agent/Registrar for the payment of the required redemption
price for this Bond or the portion hereof which is to be so redeemed, plus accrued interest thereon to the
date fixed for redemption. If such notice of redemption is given, and if due provision for such payment is
made, all as provided above, this Bond, or the portion thereof which is to be so redeemed, thereby
automatically shall be redeemed prior to its scheduled maturity, and shall not bear interest after the date
fixed for its redemption, and shall not be regarded as being outstanding except for the right of the
registered owner to receive the redemption price plus accrued interest to the date fixed for redemption
from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/
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Registrar shall record in the Register all such redemptions of principal of this Bond or any portion hereof.
If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity date,
bearing interest at the same rate, in any denomination or denominations in any integral multiple of
$5,000, at the written request of the registered owner, and in aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for
cancellation, at the expense of the City, all as provided in the Ordinance.
(d) Conditional Redemption. The City reserves the right in the case of an optional
redemption to give notice of its election or direction to redeem Bonds conditioned upon the occurrence of
subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of
moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption,
with the Paying Agent/Registrar, or such other entity as may be authorized by law, no later than the
redemption date or (ii) that the City retains the right to rescind such notice at any time prior to the
scheduled redemption date if the City delivers a certificate of the City to the Paying Agent/Registrar
instructing the Paying Agent/Registrar to rescind the redemption notice, and such notice and redemption
shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is
rescinded. The Paying Agent/Registrar shall give prompt notice of any such rescission of a conditional
notice of redemption to the affected owners. Any Bonds subject to conditional redemption where
redemption has been rescinded shall remain outstanding, and the rescission shall not constitute an Event
of Default. Further, in the case of a conditional redemption,the failure of the City to make moneys and/or
authorized securities available in part or in whole on or before the redemption date shall not constitute an
Event of Default.
Section 3.05. Medium, Method and Place of Payment.
(a) The principal of and interest on the Bonds shall be paid in lawful money of the United
States of America.
(b) Interest on the Bonds shall be payable to the Owners as shown in the Register at the close
of business on the Record Date; provided, however, that in the event of nonpayment of interest on a
scheduled Interest 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 City. Notice of the Special Record Date and
of the scheduled payment date of the past due interest (the "Special Payment Date," which date shall be
fifteen (15) 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 Owner of a
Bond appearing in the Register at the close of business on the last Business Day next preceding the date
of mailing of such notice.
(c) Interest on each Bond shall be paid by check, dated as of the Interest Payment Date, and
mailed on or before such Interest Payment Date, by United States mail, first class, postage prepaid, by the
Paying Agent/Registrar to each Owner at the address of each Owner as it appears in the Register, or by
such other customary banking arrangements acceptable to the Paying Agent/Registrar and the Owner;
provided, however, that such Owner shall bear all risk and expense of such other customary banking
arrangements.
(d) The principal of each Bond shall be paid to the Owner thereof on the due date(whether at
the maturity date or the date of prior redemption thereof)upon presentation and surrender of such Bond at
the Designated Payment/Transfer Office.
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(e) If the date for the payment of the principal of or interest on the Bonds is not a Business
Day, the date for such payment shall be the next succeeding Business Day, and payment on such date
shall have the same force and effect as if made on the original date payment was due and no additional
interest shall be due by reason of nonpayment on the date on which such payment is otherwise stated to
be due and payable.
(f) Unclaimed Payments of amounts due hereunder shall be segregated in a special account
and held in trust, uninvested by the Paying Agent/Registrar, for the account of the Owner of the Bonds to
which such Unclaimed Payments pertain. Subject to Title 6 of the Texas Property Code, any Unclaimed
Payments remaining unclaimed by the Owners entitled thereto for three years after the applicable
payment or redemption date shall be applied to the next payment or payments on the Bonds thereafter
coming due and, to the extent any such money remains three years after the retirement of all outstanding
Bonds, such money shall be paid to the City to be used for any lawful purpose. Thereafter, neither the
City,the Paying Agent/Registrar nor any other person shall be liable or responsible to any holders of such
Bonds for any further payment of such unclaimed moneys or on account of any such Bonds, subject to
Title 6 of the Texas Property Code.
Section 3.06. Execution and Registration of Bonds.
(a) The Bonds shall be executed on behalf of the City by the Mayor and the City Secretary,
by their manual or facsimile signatures, and the official seal of the City shall be impressed or placed in
facsimile thereon. Such facsimile signatures on the Bonds shall have the same effect as if each of the
Bonds had been signed manually and in person by each of said officers, and such facsimile seal on the
Bonds shall have the same effect as if the official seal of the City had been manually impressed upon each
of the Bonds.
(b) In the event that any officer of the City whose manual or facsimile signature appears on
the Bonds ceases to be such officer before the authentication of such Bonds or before the delivery thereof,
such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such
officer had remained in such office.
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate
of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by manual
execution by an officer or duly authorized signatory of the Paying Agent/Registrar. It shall not be
required that the same officer or authorized signatory of the Paying Agent/Registrar sign the Certificate of
Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar
described above, the Initial Bond delivered at the Closing Date shall have attached thereto the
Comptroller's Registration Certificate substantially in the form provided herein,manually executed by the
Comptroller of Public Accounts of the State of Texas, or by her duly authorized agent, which certificate
shall be evidence that the Initial Bond has been duly approved by the Attorney General of the State of
Texas and that it is a valid and binding obligation of the City, and that it has been registered by the
Comptroller of Public Accounts of the State of Texas.
(d) On the Closing Date, one Initial Bond representing the entire principal amount of all
Bonds, payable in stated installments to the representative of the Underwriters, or its designee, executed
by the manual or facsimile signatures of the Mayor and City Secretary of the City, approved by the
Attorney General, and registered and manually signed by the Comptroller of Public Accounts, will be
delivered to the representative of the Underwriters or its designee. Upon payment for the Initial Bond,the
Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of the representative of
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the Underwriters one registered definitive Bond for each year of maturity of the Bonds in the aggregate
principal amount of all Bonds for such maturity, registered in the name of Cede & Co., as nominee of
DTC.
Section 3.07. Ownership.
(a) The City,the Paying Agent/Registrar and any other person may treat the person in whose
name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving
payment of the principal thereof, for the further purpose of making and receiving payment of the interest
thereon, and for all other purposes (except interest will be paid to the person in whose name such bond is
registered on the Record Date or Special Record Date, as applicable), whether or not such Bond is
overdue, and neither the City nor the Paying Agent/Registrar shall be bound by any notice or knowledge
to the contrary.
(b) All payments made to the Owner of a Bond shall be valid and effectual and shall
discharge the liability of the City and the Paying Agent/Registrar upon such Bond to the extent of the
sums paid.
Section 3.08. Registration,Transfer and Exchange.
(a) So long as any Bonds remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at the Designated Payment/Transfer Office a register (the "Register") in which,
subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for
the registration and transfer of Bonds in accordance with this Ordinance.
(b) The ownership of a Bond may be transferred only upon the presentation and surrender of
the Bond at the Designated Payment/Transfer Office with such endorsement or other evidence of transfer
as is acceptable to the Paying Agent/Registrar. No transfer of any Bond shall be effective until entered in
the Register.
(c) The Bonds shall be exchangeable upon the presentation and surrender thereof at the
Designated Payment/Transfer Office for a Bond or Bonds of the same maturity and interest rate and in
any denomination or denominations of any integral multiple of $5,000 and in an aggregate principal
amount equal to the unpaid principal amount of the Bonds presented for exchange. The Paying
Agent/Registrar is hereby authorized to authenticate and deliver Bonds exchanged for other Bonds in
accordance with this Section.
(d) Each exchange Bond delivered by the Paying Agent/Registrar in accordance with this
Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits
and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such exchange
Bond is delivered.
(e) No service charge shall be made to the Owner for the initial registration, subsequent
transfer, or exchange for a different denomination of any of the Bonds. The Paying Agent/Registrar,
however, may require the Owner to pay a sum sufficient to cover any tax or other governmental charge
that is authorized to be imposed in connection with the registration,transfer or exchange of a Bond.
(fl Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or
exchange any Bond called for redemption, in whole or in part, within forty-five (45) calendar days prior
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to the date fixed for redemption; provided, however, such limitation shall not be applicable to an
exchange by the Owner of the uncalled principal balance of a Bond.
Section 3.09. Cancellation.
All Bonds paid or redeemed before scheduled maturity in accordance with this Ordinance, and all
Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in
accordance with this Ordinance, shall be cancelled and proper records shall be made regarding such
payment, redemption, exchange or replacement. The Paying Agent/Registrar shall dispose of cancelled
Bonds in accordance with the Securities Exchange Act of 1934.
Section 3.10. Temporary Bonds.
(a) Following the delivery and registration of the Initial Bond and pending the preparation of
definitive Bonds, the proper officers of the City may execute and, upon the City's request, the Paying
Agent/Registrar shall authenticate and deliver, one or more temporary Bonds that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and
with such appropriate insertions, omissions, substitutions and other variations as the officers of the City
executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be
entitled to the benefit and security of this Ordinance.
(c) The City, without unreasonable delay, shall prepare, execute and deliver to the Paying
Agent/Registrar the Bonds in definitive form; thereupon, upon the presentation and surrender of the
Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the
Bonds in temporary form and shall authenticate and deliver in exchange therefor Bonds of the same
maturity and series, in definitive form, in the authorized denomination, and in the same aggregate
principal amount, as the Bonds in temporary form surrendered. Such exchange shall be made without the
making of any charge therefor to any Owner.
Section 3.11. Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Bond,
the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like
tenor and principal amount, bearing a number not contemporaneously outstanding. The City or the
Paying Agent/Registrar may require the Owner of such Bond to pay a sum sufficient to cover any tax or
other governmental charge that is authorized to be imposed in connection therewith and any other
expenses connected therewith.
(b) In the event that any Bond is lost, apparently destroyed or wrongfully taken, the Paying
Agent/Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice or
knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a
replacement Bond of like tenor and principal amount, bearing a number not contemporaneously
outstanding, provided that the Owner first:
(I) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her
ownership of and the circumstances of the loss,destruction or theft of such Bond;
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(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar to save it and the City harmless;
(iii) pays all expenses and charges in connection therewith, including, but not limited
to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other
governmental charge that is authorized to be imposed;and
(iv) satisfies any other reasonable requirements imposed by the City and the Paying
Agent/Registrar.
(c) If, after the delivery of such replacement Bond, a bona fide purchaser of the original
Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the
City and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the person
to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be
entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the City or the Paying Agent/Registrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond
has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead
of issuing a replacement Bond, may pay such Bond if it has become due and payable or may pay such
Bond when it becomes due and payable.
(e) Each replacement Bond delivered in accordance with this Section shall constitute an
original additional contractual obligation of the City and shall be entitled to the benefits and security of
this Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is
delivered.
Section 3.12. Book-Entry Only System.
Upon issuance of the Initial Bonds, the ownership of each such Bond shall be registered in the
name of Cede & Co., as nominee of DTC. The definitive Bonds shall be initially issued in the form of a
separate typewritten fully registered Bond for each of the maturities thereof. Upon initial issuance, the
ownership of such Bonds shall be registered in the name of Cede & Co., as nominee of DTC, and except
as provided in Section 3.11 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 City 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 in the Bonds. Without limiting the
immediately preceding sentence, the City 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 Register, of any notice with respect to the Bonds,
including any notice of redemption or(iii)the payment to any DTC Participant or any other person, other
than a Bondholder, as shown in the Register of any amount with respect to principal of or interest on the
Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered
in the Register as the absolute owner of such Bond for the purpose of payment of principal of and interest
on the Bonds, for the purpose of all matters with respect to such Bond, for the purpose of registering
transfer with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar
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shall pay all principal of and interest on the Bonds only to or upon the order of the respective owners, as
shown in the Register as provided in this Ordinance, or their respective attorneys duly authorized in
writing, and all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to payment of, premium, if any, and interest on the Bonds to the extent of the
sum or sums so paid. No person other than an owner, as shown in the Register, shall receive a certificate
evidencing the obligation of the City to make payments of amounts due 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., the word "Cede & Co." in this Ordinance shall refer to
such new nominee of DTC.
Section 3.13. Successor Securities Depository; Transfer Outside Book-Entry Only System.
In the event that the City or the Paying Agent/Registrar determines that DTC is incapable of
discharging its responsibilities described herein and in the representation letter of the City 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, or in the event DTC discontinues the services described herein, the City 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 Register in
the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor
securities depository, or its nominee, or in whatever name or names Owners transferring or exchanging
Bonds shall designate, in accordance with the provisions of this Ordinance.
Section 3.14. Payments to Cede&Co.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bonds are
registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of,
premium, if any, and interest on such Bonds, and all notices with respect to such Bonds, shall be made
and given, respectively, in the manner provided in the representation letter of the City to DTC.
ARTICLE IV
PAYING AGENT/REGISTRAR
Section 4.01. Appointment of Initial Paying Agent/Registrar.
UMB Bank, National Association, Houston, Texas is hereby appointed as the initial Paying
Agent/Registrar for the Bonds. The Paying Agent/Registrar Agreement submitted to this City Council,the
form of which is attached hereto as Exhibit C, is hereby approved. The Mayor is hereby authorized to
amend, complete or modify such agreement as necessary and is further authorized to execute such
agreement and the City Secretary is hereby authorized to attest such agreement.
Section 4.02. Qualifications.
Each Paying Agent/Registrar shall be a commercial bank, a trust company organized under the
laws of the State of Texas, or any other entity duly qualified and legally authorized to serve as and
perform the duties and services of paying agent and registrar for the Bonds.
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Section 4.03. Maintaining Paying Agent/Registrar.
(a) At all times while any Bonds are outstanding, the City will maintain a Paying
Agent/Registrar that is qualified under Section 4.02 of this Ordinance. The Mayor is hereby authorized
and directed to execute an agreement with the Paying Agent/Registrar specifying the duties and
responsibilities of the City and the Paying Agent/Registrar in substantially the form presented at this
meeting, the form, terms and provisions of which are hereby approved. The signature of the Mayor shall
be attested by the City Secretary.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the
City will promptly appoint a replacement, provided no such resignation shall be effective until a successor
Paying Agent/Registrar has accepted the duties of Paying Agent/Registrar for the Bonds.
Section 4.04. Termination.
The City, upon not less than sixty (60) days notice, reserves the right to terminate the
appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be
terminated written notice of such termination, provided,that such termination shall not be effective until a
successor Paying Agent/Registrar has been appointed and has accepted the duties of Paying
Agent/Registrar for the Bonds.
Section 4.05. Notice of Change to Owners.
Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will cause
notice of the change to be sent to each Owner by United States mail, first class, postage prepaid, at the
address in the Register, stating the effective date of the change and the name and mailing address of the
replacement Paying Agent/Registrar.
Section 4.06. Agreement to Perform Duties and Functions.
By accepting the appointment as Paying Agent/Registrar and executing the Paying
Agent/Registrar Agreement,the Paying Agent/Registrar is deemed to have agreed to the provisions of this
Ordinance and that it will perform the duties and functions of Paying Agent/Registrar prescribed thereby.
Section 4.07. Delivery of Records to Successor.
If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar, promptly upon the
appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books
and records relating to the Bonds to the successor Paying Agent/Registrar.
ARTICLE V
FORM OF THE BONDS
Section 5.01. Form Generally.
(a) The Bonds, including the Registration Certificate of the Comptroller of Public Accounts
of the State of Texas to accompany the Initial Bond,the Certificate of the Paying Agent/Registrar, and the
Assignment form to appear on each of the Bonds, (i) shall be substantially in the form set forth in this
Article with such omissions, insertions and variations as may be required by the terms of this Ordinance,
and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers
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and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including any reproduction of an opinion of counsel)
thereon as, consistently herewith, may be determined by the City or by the officers executing such Bonds,
as evidenced by their execution thereof.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an
appropriate reference thereto on the face of the Bonds.
(c) The definitive Bonds shall be typewritten, printed, lithographed, or engraved, and may be
produced by any combination of these methods or produced in any other similar manner, all as
determined by the officers executing such Bonds, as evidenced by their execution thereof.
(d) The Initial Bond submitted to the Attorney General of the State of Texas may be
typewritten and photocopied or otherwise reproduced.
Section 5.02. Form of the Bonds.
The form of the Bonds, including the form of the Registration Certificate of the Comptroller of
Public Accounts of the State of Texas, to accompany the Initial Bond, the form of Certificate of the
Paying Agent/Registrar and the form of Assignment appearing on the Bonds, shall be substantially as
follows:
(a) The form of the Bonds, including the form of the Registration Certificate of the
Comptroller of Public Accounts of the State of Texas, to accompany the Initial Bond, the form of
Certificate of the Paying Agent/Registrar and the form of Assignment appearing on the Bonds, shall be
substantially as follows:
REGISTERED REGISTERED
No. $
United States of America
State of Texas
CITY OF PORT ARTHUR, TEXAS
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2021
INTEREST RATE: MATURITY DATE: CERTIFICATE DATE: CUSIP NUMBER:
February 15, June 15,2021
The City of Port Arthur, Texas (the "City"), in Jefferson County, State of Texas, for value
received, hereby promises to pay to
or registered assigns, on the Maturity Date specified above, the sum of
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DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal hereof
shall have been paid or provided for, and to pay interest on such principal amount from the later of the
Closing Date specified above or the most recent interest payment date to which interest has been paid or
provided for until payment of such principal amount has been paid or provided for, at the per annum rate
of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such
interest to be paid semiannually on February 15 and August 15 of each year, commencing February 15,
2022.
The principal of this Bond shall be payable without exchange or collection charges in lawful
money of the United States of America upon presentation and surrender of this Bond at the designated
office in Houston, Texas, of UMB Bank, National Association, Houston, Texas, as Paying
Agent/Registrar (the "Designated Payment/Transfer Office"), or, with respect to a successor paying
agent/registrar, at the Designated Payment/Transfer Office of such successor. Interest on this Bond is
payable by check dated as of the interest payment date, and will be mailed on or before such interest
payment date, by United States mail, first class, postage prepaid, by the Paying Agent/Registrar to the
registered owner at the address shown on the registration books kept by the Paying Agent/Registrar, or by
such other customary banking arrangements acceptable to the Paying Agent/Registrar and the person to
whom interest is to be paid; provided, however, that such person shall bear all risk and expense of such
other customary banking arrangements. For the purpose of the payment of interest on this Bond, the
registered owner shall be the person in whose name this Bond is registered at the close of business on the
"Record Date," which shall be the last business day of the month preceding such interest payment date;
provided, however, that in the event of nonpayment of interest on a scheduled interest 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 City. Notice of the Special Record Date and of the scheduled payment date of the
past due interest (the "Special Payment Date," which date shall be fifteen (15) days after the Special
Record Date) shall be sent at least five (5) Business Days (as hereinafter defined) prior to the Special
Record Date by United States mail, first class, postage prepaid,to the address of each registered owner of
a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last Business
Day next preceding the date of mailing of such notice.
If the date for the payment of the principal of or interest on this Bond is not a Business Day, the
date for such payment shall be the next succeeding day which is not a Saturday, Sunday or legal holiday,
or day on which banking institutions in the State of Texas or the city in which the Designated
Payment/Transfer Office of the Paying Agent/Registrar is located are generally authorized or obligated by
law or executive order to close (a "Business Day"), and payment on such date shall for all purposes be
deemed to have been made on the original date payment was due.
This Bond is dated June 15, 2021 and is one of a series of fully registered bonds specified in the
title hereof issued in the aggregate principal amount of$ ' (herein referred to as the "Bonds"),
issued pursuant to a certain ordinance of the City (the "Bond Ordinance") and a Pricing Certificate
executed pursuant to the Bond Ordinance (together with the Bond Ordinance, the "Ordinance") for the
purpose of (1) funding certain drainage improvement needs of the City; (2) funding public safety
improvement needs of the City; (3) funding certain mobility improvement needs of the City; (4) funding
certain facilities (including a fire station) needs of the City; (5) refunding and defeasing the Refunded
Insert from Officer's Pricing Certificate.
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Obligations; and (6) paying certain costs related to the issuance of the Bonds and the refunding and
defeasing of the Refunded Obligations.
The Bonds of this series scheduled to mature on and after June 15, 20_ may be redeemed prior
to their scheduled maturities, in whole or in part, in principal amounts of$5,000 or any integral multiple
thereof, at the option of the City, on June 15, 20 or on any date thereafter, at the redemption price of
par plus accrued interest to the date fixed for redemption.
[Bonds maturing on February 15,20_(the"Term Bonds")are subject to mandatory sinking fund
redemption prior to their scheduled maturity, and will be redeemed by the City, in part at a redemption
price equal to the principal amount thereof, without premium, plus interest accrued to the redemption
date, on the dates and in the principal amounts shown in the following schedule:
$ Term Bonds Maturing February 15,20
Mandatory Redemption Date Principal Amount
$
(maturity) $
The Paying Agent/Registrar will select by lot or by any other customary method that results in a
random selection the specific Term Bonds (or with respect to Term Bonds having a denomination in
excess of$5,000, each $5,000 portion thereof) to be redeemed by mandatory redemption. The principal
amount of Term Bonds required to be redeemed on any redemption date pursuant to the foregoing
mandatory sinking fund redemption provisions hereof shall be reduced, at the option of the City, by the
principal amount of any Term Bonds which, at least 45 days prior to the mandatory sinking fund
redemption date (i) shall have been acquired by the City at a price not exceeding the principal amount of
such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption
provisions hereof and not previously credited to a mandatory sinking fund redemption.]2
Not less than 30 days prior to a redemption date for the Bonds, the City shall cause a notice of
redemption to be sent by United States mail, first class, postage prepaid,to the Owners of the Bonds to be
redeemed at the address of the Owner appearing on the registration books of the Paying Agent/Registrar
at the close of business on the business day next preceding the date of mailing such notice.
In the Ordinance, the City reserves the right in the case of an optional redemption to give notice
of its election or direction to redeem Bonds conditioned upon the occurrence of subsequent events. Such
notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized
securities, in an amount equal to the amount necessary to effect the redemption, with the Paying
Agent/Registrar, or such other entity as may be authorized by law,no later than the redemption date or(ii)
that the City retains the right to rescind such notice at any time prior to the scheduled redemption date if
the City delivers a certificate of the City to the Paying Agent/Registrar instructing the Paying
Agent/Registrar to rescind the redemption notice, and such notice and redemption shall be of no effect if
such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Paying
Agent/Registrar shall give prompt notice of any such rescission of a conditional notice of redemption to
the affected owners. Any Bonds subject to conditional redemption where redemption has been rescinded
shall remain outstanding, and the rescission shall not constitute an Event of Default. Further, in the case
2 Delete if Term Bonds are not issued.
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of a conditional redemption, the failure of the City to make moneys and/or authorized securities available
in part or in whole on or before the redemption date shall not constitute an Event of Default.
As provided in the Ordinance, and subject to certain limitations therein set forth, this Bond is
transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office of the
Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying
Agent/Registrar; thereupon, one or more new fully registered Bonds of the same stated maturity, of
authorized denominations, bearing the same rate of interest, and for the same aggregate principal amount
will be issued to the designated transferee or transferees.
The City, the Paying Agent/Registrar, and any other person may treat the person in whose name
this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided
(except interest shall be paid to the person in whose name this Bond is registered on the"Record Date" or
"Special Record Date," as applicable) and for all other purposes, whether or not this Bond be overdue,
and neither the City, nor the Paying Agent/Registrar nor any other person shall be affected by notice to
the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of
which it is a part is duly authorized by law and has been authorized by a vote of the properly qualified
electors of the City; that all acts, conditions and things required to be done precedent to and in the
issuance of the Bonds have been properly done and performed and have happened in regular and due
time, form and manner, as required by law; and that ad valorem taxes upon all taxable property in the City
have been levied for and pledged to the payment of the debt service requirements of the Bonds, within the
limit prescribed by law.
IN WITNESS WHEREOF, the City has caused this Bond to be executed by the manual or
facsimile signature of the Mayor of the City and countersigned by the manual or facsimile signature of the
City Secretary of the City, and the official seal of the City has been duly impressed or placed in facsimile
on this Bond.
City Secretary, Mayor,
City of Port Arthur,Texas City of Port Arthur,Texas
[SEAL]
(b) Form of Comptroller's Registration Certificate.
The following Comptroller's Registration Certificate may be deleted from the definitive Bonds if
such certificate on the Initial Bond is fully executed.
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
OF THE STATE OF TEXAS §
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I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this Bond has been examined by him as required by law,
that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas,
and that it is a valid and binding obligation of the City of Port Arthur, Texas, and that this Bond has this
day been registered by me.
Witness my hand and seal of office at Austin, Texas,
Comptroller of Public Accounts
of the State of Texas
[SEAL]
(c) Form of Certificate of Paying Agent/Registrar.
The following Certificate of Paying Agent/Registrar may be deleted from the Initial Bond if the
executed Comptroller's Registration Certificate appears thereon.
CERTIFICATE OF PAYING AGENT/REGISTRAR
The records of the Paying Agent/Registrar show that the Initial Bond of this series of bonds was
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas, and that this is one of the Bonds referred to in the within-mentioned
Ordinance.
UMB Bank,National Association, as Paying
Agent/Registrar
By:
Dated: Authorized Signatory
(d) Form of Assignment.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or
typewrite name, address and Zip Code of transferee):
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(Social Security or other identifying number: ) the within Bond and all rights hereunder and
hereby irrevocably constitutes and appoints attorney to transfer the within
Bond on the books kept for registration hereof,with full power of substitution in the premises.
Dated:
NOTICE: The signature on this Assignment must
correspond with the name of the registered owner as
it appears on the face of the within Bond in every
particular and must be guaranteed in a manner
acceptable to the Paying Agent/Registrar.
Signature Guaranteed:
Authorized Signatory
(e) The Initial Bond shall be in the form set forth in paragraphs (a), (b) and (d) of this
Section, except for the following alterations:
(i) immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and the words
"CUSIP NUMBER"deleted; and
(ii) in the first paragraph of the Bond, the words "on the Maturity Date specified
above," shall be deleted and the following will be inserted: "on February 15 in each of the years,
in the principal installments and bearing interest at the per annum rates in accordance with the
following schedule:
Principal Interest
Year Installment Rate
(Information to be inserted from the Pricing Certificate)
Section 5.04. CUSIP Registration.
The City may secure identification numbers through the CUSIP Global Services, which is
managed on behalf of the American Bankers Association by S&P Global Market Intelligence, or another
entity that provides securities identification numbers for municipal securities,and may print such numbers
on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP
numbers on the Bonds or any errors or omissions in the printing of such number shall be of no
significance or effect in regard to the legality thereof and neither the City nor Bond Counsel to the City
are to be held responsible for CUSIP numbers incorrectly printed on the Bonds.
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Section 5.05. Legal Opinion.
The approving legal opinion of Bond Counsel may be printed on the reverse side of or attached to
each Bond over the certification of the City Secretary of the City,which may be executed in facsimile.
ARTICLE VI
SALE AND DELIVERY OF BONDS,DEPOSIT OF PROCEEDS,OFFICIAL STATEMENT
Section 6.01. Sale of Bonds and Official Statement.
(a) The Bonds are hereby officially sold and awarded to and shall be delivered to the
Underwriters at the price and on the terms specified in the Purchase Agreement and for the price set out in
the Pricing Certificate. The form, terms and provisions of the Purchase Agreement are hereby approved
and the City Manager is hereby authorized and directed to execute and deliver such Purchase Agreement
upon completion of the terms thereof in accordance with the Pricing Certificate. It is hereby officially
found, determined and declared that the terms of this sale are the most advantageous reasonably
obtainable. The Bonds shall initially be registered in the name of the representative of the Underwriters,
or its designee. The Mayor and all other officers, agents and representatives of the City are hereby
authorized to do any and all things necessary or desirable to satisfy the conditions to and to provide for
the issuance and delivery of the Bonds.
(b) The form and substance of the Preliminary Official Statement, and any addenda,
supplement or amendment thereto,and the final Official Statement(the"Official Statement")presented to
and considered at this meeting, are hereby in all respects approved and adopted, and the Preliminary
Official Statement is hereby deemed final as of its date (except for the omission of pricing and related
information) within the meaning and for the purposes of paragraph (b)(1) of Rule 15c2-12 under the
Securities Exchange Act of 1934, as amended. The Mayor and City Secretary of the City are hereby
authorized and directed to execute the same and deliver appropriate numbers of copies thereof to the
Underwriters. The Official Statement as thus approved and delivered, with such appropriate variations as
shall be approved by the Mayor of the City and the Underwriters, may be used by the Underwriters in the
public offering and sale thereof. The use and distribution of the Preliminary Official Statement in the
public offering of the Bonds by the Underwriters is hereby ratified, approved and confirmed. The City
Secretary is hereby authorized and directed to include and maintain a copy of the Official Statement and
any addenda, supplement or amendment thereto thus approved among the permanent records of this
meeting. The use and distribution of the Official Statement and the preliminary public offering of the
Bonds by the Underwriters is hereby ratified, approved and confirmed.
(C) All officers of the City are authorized to execute such documents, certificates and
receipts, and to make such elections with respect to the tax-exempt status of the Bonds, as they may deem
appropriate in order to consummate the delivery of the Bonds.
(d) The obligation of the Underwriters to accept delivery of the Bonds is subject to the
Underwriters being furnished with the final, approving opinion of Bond Counsel for the City, which
opinion shall be dated and delivered the Closing Date.
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Section 6.02. Control and Delivery of Bonds.
(a) The Mayor of the City is hereby authorized to have control of the Initial Bond and all
necessary records and proceedings pertaining thereto pending investigation, examination, and approval of
the Attorney General of the State of Texas, registration by the Comptroller and registration with, and
initial exchange or transfer by,the Paying Agent/Registrar.
(b) After registration by the Comptroller, delivery of the Bonds shall be made to the
Underwriters under and subject to the general supervision and direction of the Mayor, against receipt by
the City of all amounts due to the City under the terms of sale.
(c) All officers of the City are authorized to execute such documents, certificates and receipts
and to make such elections with respect to the tax-exempt status of the Bonds, as they may deem
necessary to consummate the delivery of the Bonds.
Section 6.03 Deposit of Proceeds.
Proceeds from the sale of the Bonds shall,promptly upon receipt by the City,be applied as set out
in the Pricing Certificate.
ARTICLE VII
INVESTMENTS
Section 7.01. Investments.
(a) Money in the Interest and Sinking Fund created by this Ordinance, at the option of the
City, may be invested in such securities or obligations as permitted under applicable law as in effect on
the date of the investment.
(b) Any securities or obligations in which money in the Interest and Sinking Fund is so
invested shall be kept and held in trust for the benefit of the Owners and shall be sold and the proceeds of
sale shall be timely applied to the making of all payments required to be made from the Interest and
Sinking Fund.
Section 7.02. Investment Income.
(a) Interest and income derived from investment of the Interest and Sinking Fund shall be
credited to such Fund.
(b) Interest and income derived from investment of the funds to be deposited pursuant to
Section 6.03 hereof shall be credited to the account where deposited until the acquisition or construction of
the Projects is completed and thereafter, to the extent such interest and income are present, such interest
and income shall be deposited to the Interest and Sinking Fund.
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(c)
ARTICLE VIII
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 8.01. Payment of the Bonds.
On or before each Interest Payment Date for the Bonds and while any of the Bonds are
outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the Interest
and Sinking Fund, money sufficient to pay such interest on and principal of the Bonds as will accrue or
mature on the applicable Interest Payment Date, maturity date or date of prior redemption. Such transfer
of funds shall be made in such manner as will cause immediately available funds to be deposited with the
Paying Agent/Registrar not later than the close of business on the Business Day next preceding the date of
payment for the Bonds.
Section 8.02. Other Representations and Covenants.
(a) The City will faithfully perform at all times any and all covenants, undertakings,
stipulations, and provisions contained in this Ordinance and in each Bond; the City will promptly pay or
cause to be paid the principal of and interest on each Bond on the dates and at the places and manner
prescribed in such Bond; and the City will, at the times and in the manner prescribed by this Ordinance,
deposit or cause to be deposited the amounts of money specified by this Ordinance.
(b) The City is duly authorized under the laws of the State of Texas to issue the Bonds; all
action on its part for the creation and issuance of the Bonds has been duly and effectively taken; and the
Bonds in the hands of the Owners thereof are and will be valid and enforceable obligations of the City in
accordance with their terms.
Section 8.03. Provisions Concerning Federal Income Tax Exclusion.
(a) General. The City intends that the interest on the Bonds be excludable from gross
income for federal income tax purposes pursuant to sections 103 and 141 through 150, inclusive, of the
Code. The City covenants and agrees not to take any action, or knowingly omit to take any action within
its control,that if taken or omitted,respectively,would(i)cause the interest on the Bonds to be includable
in gross income, as defined in section 61 of the Code, for federal income tax purposes or(ii) result in the
violation of or failure to satisfy any provision of Section 103 and 141 through 150, inclusive, of the Code.
In particular, the City covenants and agrees to comply with each requirement of this Section 8.03;
provided, however, that the City will not be required to comply with any particular requirement of this
Section 8.03 if the City has received an opinion of nationally recognized bond counsel ("Counsel's
Opinion")that(i) such noncompliance will not adversely affect the excludability of interest on the Bonds
from gross income for federal income tax purposes or (ii) compliance with some other requirement set
forth in such Counsel's Opinion will satisfy the applicable requirements of the Code, in which case
compliance with such other requirement will constitute compliance with the corresponding requirement
specified in this Section 8.03.
(b) No Private Use or Payment and No Private Loan Financing. The City covenants and
agrees that it will make such use of the proceeds of the Bonds including interest or other investment
income derived from Bond proceeds, regulate the use of property financed or refinanced, directly or
indirectly, with such proceeds, and take such other and further action as may be required so that the
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Bonds will not be "private activity bonds"within the meaning of section 141 of the Code. Moreover, the
City will certify,through an authorized officer, employee or agent that, based upon all facts and estimates
known or reasonably expected to be in existence on the date the Bonds are delivered, the proceeds of the
Bonds will not be used in a manner that would cause the Bonds to be "private activity bonds" within the
meaning of section 141 of the Code.
(c) No Federal Guarantee. The City covenants and agrees not to take any action, or
knowingly omit to take any action within its control, that, if taken or omitted, respectively, would cause
the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code, except as
permitted by section 149(b)(3)of the Code.
(d) No Hedge Bonds. The City covenants and agrees not to take any action, or knowingly
omit to take any action within its control,that, if taken or omitted, respectively, would cause the Bonds to
be"hedge bonds"within the meaning of section 149(g)of the Code.
(e) No Arbitrage. The City covenants and agrees that it will make such use of the proceeds
of the Bonds, including interest or other investment income derived from Bond proceeds, regulate
investments of proceeds of the Bonds, and take such other and further action as may be required so that
the Bonds will not be"arbitrage bonds"within the meaning of section 148(a)of the Code. Moreover, the
City will certify, through an authorized officer, employee or agent that based upon all facts and estimates
known or reasonably expected to be in existence on the date the Bonds are delivered, the proceeds of the
Bonds will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the
meaning of section 148(a)of the Code.
(f) Arbitrage Rebate. If the City does not qualify for an exception to the requirements of
section 148(f) of the Code relating to the required rebate to the United States, the City will take all steps
necessary to comply with the requirement that certain amounts earned by the City on the investment of
the"gross proceeds"of the Bonds(within the meaning of section 148(f)(6)(B)of the Code), be rebated to
the federal government. Specifically, the City will (i)maintain records regarding the investment of the
gross proceeds of the Bonds as may be required to calculate the amount earned on the investment of the
gross proceeds of the Bonds separately from records of amounts on deposit in the funds and accounts of
the City allocable to other bond issues of the City or moneys that do not represent gross proceeds of any
bonds of the City, (ii)determine at such times as are required by applicable Regulations, the amount
earned from the investment of the gross proceeds of the Bonds that is required to be rebated to the federal
government, and (iii)pay, not less often than every fifth anniversary date of the delivery of the Bonds or
on such other dates as may be permitted under applicable Regulations, all amounts required to be rebated
to the federal government. Further, the City will not indirectly pay any amount otherwise payable to the
federal government pursuant to the foregoing requirements to any person other than the federal
government by entering into any investment arrangement with respect to the gross proceeds of the Bonds
that might result in a reduction in the amount required to be paid to the federal government because such
arrangement results in a smaller profit or a larger loss than would have resulted if the arrangement had
been at arm's length and had the yield on the issue not been relevant to either party.
(g) Information Reporting. The City covenants and agrees to file or cause to be filed with
the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of
the calendar quarter in which the Bonds are issued, an information statement concerning the Bonds, all
under and in accordance with section 149(e)of the Code.
(h) Record Retention. The City will retain all pertinent and material records relating to the
use and expenditure of the proceeds of the Bonds until three years after the last Bond is redeemed or paid
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at maturity, or such shorter period as authorized by subsequent guidance issued by the Department of the
Treasury, if applicable. All records will be kept in a manner that ensures their complete access
throughout the retention period. For this purpose, it is acceptable that such records are kept either as
hardcopy books and records or in an electronic storage and retrieval system, provided that such electronic
system includes reasonable controls and quality assurance programs that assure the ability of the City to
retrieve and reproduce such books and records in the event of an examination of the Bonds by the Internal
Revenue Service.
(i) Registration. The Bonds will be issued in registered form.
Q) Deliberate Actions. The City will not take a deliberate action (as defined in section
1.141-2(d)(3) of the Regulations)that causes the Bonds to fail to meet any requirement of section 141 of
the Code after the issue date of the Bonds unless an appropriate remedial action is permitted by section
1.141-12 of the Regulations, the City takes such remedial action and the City receives a Counsel's
Opinion that such remedial action cures any failure to meet the requirements of section 141 of the Code.
(k) Continuing Obligation. Notwithstanding any other provision of this Order, the City's
obligations under the covenants and provisions of this Section 8.03 will survive the defeasance and
discharge of the Bonds for as long as such matters are relevant to the excludability of interest on the
Bonds exclusion from gross income for federal income tax purposes.
ARTICLE IX
DEFAULT AND REMEDIES
Section 9.01. Events of Default.
Each of the following occurrences or events for the purpose of this Ordinance is hereby declared
to be an Event of Default:
(a) the failure to make payment of the principal of or interest on any of the Bonds when the
same becomes due and payable; or
(b) default in the performance or observance of any other covenant, agreement or obligation
of the City, which default materially and adversely affects the rights of the Owners, including but not
limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation
thereof for a period of sixty(60)days after notice of such default is given by any Owner to the City.
Section 9.02. Remedies for Default.
(a) Upon the happening of any Event of Default, then any Owner or an authorized
representative thereof, including but not limited to, a trustee or trustees therefor, may proceed against the
City for the purpose of protecting and enforcing the rights of the Owners under this Ordinance, by
mandamus or other suit, action or special proceeding in equity or at law, in any court of competent
jurisdiction, for any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of
any right of the Owners hereunder or any combination of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all Owners of Bonds then outstanding.
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Section 9.03. Remedies Not Exclusive.
(a) No remedy herein conferred or reserved is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity;
provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the
debt evidenced by the Bonds shall not be available as a remedy under this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of
any other available remedy.
ARTICLE X
DISCHARGE
Section 10.01. Discharge.
The Bonds may be refunded,discharged or defeased in any manner permitted by applicable law.
ARTICLE XI
CONTINUING DISCLOSURE UNDERTAKING
Section 11.01.Annual Reports.
(a) The City shall provide annually to the MSRB, within six(6)months after the end of each
Fiscal Year, financial information and operating data with respect to the City of the general type included
in the final Official Statement, being the information described in Exhibit A hereto. Any financial
statements so to be provided shall be (i) prepared in accordance with the accounting principles described
in Exhibit A hereto, and (ii) audited, if the City 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 City shall provide notice that audited financial statements are
not available and shall provide unaudited financial statements for the applicable Fiscal Year to the MSRB.
Thereafter,when and if audited financial statements become available,the City shall provide such audited
financial statements as required to the MSRB.
(b) If the City changes its Fiscal Year, it will notify the MSRB of the change (and of the date
of the new Fiscal Year end) prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section.
(c) 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) that theretofore has been provided to the
MSRB or filed with the SEC.
Section 11.02.Event Notices.
(a) The City shall provide the following to the MSRB, in an electronic format as prescribed
by the MSRB, in a timely manner not in excess of ten (10) Business Days after the occurrence of the
event, notice of any of the following events with respect to the Bonds:
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(i) principal and interest payment delinquencies;
(ii) nonpayment related defaults, if material;
(iii) unscheduled draws on debt service reserves reflecting financial difficulties;
(iv) unscheduled draws on credit enhancements reflecting financial difficulties;
(v) substitution of credit or liquidity providers,or their failure to perform;
(Vi) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final
determinations of taxability, Notice of Proposed Issue (IRS Form 5701-TEB) or other
material notices or determinations with respect to the tax status of the Bonds, or other
material events affecting the tax status of the Bonds;
(vii) modifications to rights of holders of the Bonds, if material;
(viii) bond calls, if material, and tender offers;
(ix) defeasance;
(x) release, substitution,or sale of property securing repayment of the Bonds, if material;
(xi) rating changes;
(xii) bankruptcy, insolvency, receivership, or similar event of the City;
Note to paragraph xii: For the purposes of the event identified in paragraph xii of this section,the
event is considered to occur when any of the following occur: the appointment of a receiver,fiscal
agent or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
(xiii) the consummation of a merger, consolidation, or acquisition involving an obligated
person or the sale of all or substantially all of the assets of the obligated person, other
than in the ordinary course of business,the entry into a definitive agreement to undertake
such an action, or the termination of a definitive agreement relating to any such actions,
other than pursuant to its terms, if material;
(x iv) the appointment of a successor or additional paying agent/registrar or the change in the
name of the paying agent/registrar, if material;
(xv) incurrence of a financial obligation of the City, if material, or agreement to covenants,
events of default, remedies, priority rights, or other similar terms of a financial obligation
of the City, any of which affect security holders, if material; and
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(xVi) default, event of acceleration, termination event, modification of terms, or other similar
events under the terms of a financial obligation of the City any of which reflect financial
difficulties.
(b) The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with Section 11.01 of this Ordinance by the time
required by such Section.
(c) The City reserves the right to file all information and notices required under this Article
through the facilities of DisclosureUSA or any other central post office approved by the SEC for such
purpose.
Section 11.03.Limitations, Disclaimers and Amendments.
(a) The City shall be obligated to observe and perform the covenants specified in this Article
for so long as, but only for so long as, the City remains an "obligated person" with respect to the Bonds
within the meaning of the Rule, except that the City in any event will give notice of any deposit made in
accordance with Article XI that causes Bonds no longer to be Outstanding.
(b) The provisions of this Article are for the sole benefit of the Owners and beneficial owners
of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the
financial information, operating data, financial statements, and notices which it has expressly agreed to
provide pursuant to this Article and does not hereby undertake to provide any other information that may
be relevant or material to a complete presentation of the City's financial results, condition, or prospects or
hereby undertake to update any information provided in accordance with this Article or otherwise, except
as expressly provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED
IN THIS ARTICLE, 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.
(c) No default by the City in observing or performing its obligations under this Article shall
comprise a breach of or default under the Ordinance for purposes of any other provisions of this
Ordinance.
(d) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
(e) The provisions of this Article may be amended by the City 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 City, but only if(i)the provisions of this Article, 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 to
the date of such amendment, as well as such changed circumstances, and (ii) either(A) the Owners of a
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majority in aggregate principal amount (or any greater amount required by any other provisions 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 City (such as nationally recognized bond counsel) determines
that such amendment will not materially impair the interests of the Owners and beneficial owners of the
Bonds. The provisions of this Article may also be amended from time to time or repealed by the City if
the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines
that such provisions are invalid, but only if and to the extent that reservation of the City's right to do so
would not prevent Underwriters of the initial public offering of the Bonds from lawfully purchasing or
selling Bonds in such offering. If the City so amends the provisions of this Article, it shall include with
any amended financial information or operating data next provided in accordance with Section 11.01 an
explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the
type of financial information or operating data so provided.
ARTICLE XII
ENGAGEMENT OF PROFESSIONALS
Section 12.01.Engagement of Professionals.
The City Council hereby confirms the prior engagement of(1) Holland & Knight LLP, as Bond
Counsel to the City and (2) Hilltop Securities Inc., as Financial Advisor to the City, in connection with
the issuance and sale of the Bonds, and(3)the engagement of the Underwriters as set forth in the Pricing
Certificate, in connection with the issuance and sale of the Bonds.
ARTICLE XIII
MISCELLANEOUS
Section 13.01.Changes to Ordinance.
Bond Counsel is hereby authorized to make any changes to the terms of this Ordinance if
necessary or desirable to carry out the purposes hereof or in connection with the approval of the issuance
of the Bonds by the Attorney General of Texas.
Section 13.02.Partial Invalidity.
If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be
invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision
shall not affect any of the remaining provisions of this Ordinance.
Section 13.03.Repealer.
All ordinances or resolutions, or parts thereof, heretofore adopted by the City and inconsistent
with the provisions of this Ordinance are hereby repealed to the extent of such conflict.
Section 13.04. Individuals Not Liable.
No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a
covenant, stipulation, obligation or agreement of any member of City Council or agent or employee of
City Council or of the City in his or her individual capacity and neither the members of City Council nor
any officer thereof, nor any agent or employee of City Council or of the City, shall be liable personally on
the Bonds, or be subject to any personal liability or accountability by reason of the issuance thereof.
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Section 13.05.Related Matters.
To satisfy in a timely manner all of the City's obligations under this Ordinance, the Mayor or
Mayor Pro Tern, the City Secretary and all other appropriate officers and agents of the City are hereby
authorized and directed to do any and all things necessary and/or convenient in order to consummate the
delivery of the Bonds, pay the costs of issuance on the Bonds, and effectuate the terms and purposes of
this Ordinance.
Section 13.06. Force and Effect.
This Ordinance shall be in full force and effect from and after its final passage, and it is so
ordained.
[Signature Page Follows]
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READ, ADOPTED, AND APPROVED on first and final reading this 13th day of April, 2021, at
a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following votes: AYES:
MAYOR:
COUNCILMEMBERS:
NOES:
Thurman Bartie, Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVED AS TO FORM:
Valecia Tizeno, City Attorney
APPROVED FOR ADMINISTRATION:
Ronald Burton, City Manager
Signature Page to Ordinance
#83060795_vI
SCHEDULE I
Refunded Obligations
City of Port Arthur, Texas Certificates of Obligation, Series 2012
Interest
Maturity Principal Rate Call Date
2/15/2022 235,000 3.000% 5/15/2021
2/15/2023 255,000 3.000% 5/15/2021
2/15/2024 270,000 3.500% 5/15/2021
2/15/2025 290,000 3.500% 5/15/2021
2/15/2026 310,000 3.500% 5/15/2021
2/15/2027 330,000 3.500% 5/15/2021
$ 1,690,000
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EXHIBIT A
DESCRIPTION OF ANNUAL DISCLOSURE OF FINANCIAL INFORMATION
The following information is refereed to in Article XI of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided annually in
accordance with such Article are as specified (and included in the Appendix or other headings of the
Official Statement referred to)below:
1. The portions of the financial statements of the City appended to the Official Statement as
Appendix B, but for the most recently concluded Fiscal Year.
2. The quantitative financial information and operating data with respect to the City of the
general type included in the main text of the Official Statement is numbered Tables 1
through 6 and 8 through 14,both inclusive.
Accounting Principles
The accounting principles referred to in such Article are the accounting principles described in
the notes to the financial statements referred to in Paragraph 1 above, as such principles may be changed
from time to time to comply with State law.
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EXHIBIT B
FORM OF
PRICING CERTIFICATE
CITY OF PORT ARTHUR,TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021
THIS PRICING CERTIFICATE is executed as of , 2021 by the
, Port Arthur Texas (the "City") pursuant to the authorization contained in
Ordinance of the City Council of the City adopted on April 13, 2021 (the "Ordinance"), authorizing the
issuance of the captioned series of bonds and delegating to the undersigned the authority to agree to and
stipulate certain terms and provisions thereof, all of which are set forth herein.
Capitalized terms used in this Pricing Certificate shall have the meanings assigned to them in the
Ordinance.
1. Principal Amount,Numbers, Interest Rates and Maturities. The Bonds shall be issued in
the total authorized principal amount of $ . The Bonds shall bear interest from June 17,
2021 (the "Closing Date") and mature on February 15 in each of the years, in the principal installments
and shall bear interest at the per annum rates set out in the following schedule:
Principal Interest Principal Interest
Year Amount Rate Year Amount Rate
$ % $
2. Form of Bond. The Form of Bond as set forth in Exhibit A hereto is hereby approved.
3. Redemption Prior to Maturity. The Bonds are subject to optional [and mandatory]
redemption as set forth in Exhibit A.
4. Purchase Price. The sale of the Bonds is authorized pursuant to the form of Purchase
Agreement approved in the Ordinance at the following price:
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PRINCIPAL AMOUNT $
Plus Original Issue Premium
Less Original Issue Discount
Less Underwriter's Discount
PURCHASE PRICE $
5. The undersigned hereby finds, determines and declares, that in accordance with the
requirements of the Ordinance, this Pricing Certificate complies with and satisfies the terms and
provisions of Sections 3.01 and 3.O1A of the Ordinance in accordance with the delegation contained
therein.
6. Deposit of Proceeds.
a. shall be deposited with the Escrow Agent in connection with the
Refunded Obligations.
b. The remaining balance shall be used to pay the costs of issuing the Bonds;
provided that any amount representing a rounding or contingency amount shall be applied solely
to pay costs of issuance of the Bonds. Amounts remaining after payment of costs of issuance
shall be deposited to the Interest and Sinking Fund and applied to the payment of debt service on
the Bonds.
7. The undersigned hereby finds, determines and declares that the terms of sale of the Bonds
are in the City's best interests and are the most advantageous reasonable attainable by the City.
8. Optional Redemption. The Bonds maturing on or after June 15, 20_ are subject to
redemption at the option of the City on June 15, 20 or on any date thereafter, in whole or in part, at a
redemption price of par plus accrued interest to the date of redemption.
The City, at least 45 days before the redemption date, unless a shorter period shall be satisfactory
to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar of such redemption date and of the
principal amount of Bonds be redeemed.
<EXECUTION PAGE FOLLOWS>
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EXECUTED as of this ,2021.
[Title]
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EXHIBIT C
FORM OF
PAYING AGENT/REGISTRAR AGREEMENT
[Attached]
#83060795_v1
PAYING AGENT/REGISTRAR AGREEMENT
between
CITY OF PORT ARTHUR, TEXAS
and
UMB BANK,NATIONAL ASSOCIATION
Pertaining to
City of Port Arthur, Texas
General Obligation Refunding Bonds
Series 2021
Dated as of June 17, 2021
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TABLE OF CONTENTS
Page
Recital 1
ARTICLE I
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.01. Appointment 1
Section 1.02. Compensation 1
ARTICLE II
DEFINITIONS
Section 2.01. Definitions 2
ARTICLE III
PAYING AGENT
Section 3.01. Duties of Paying Agent 3
Section 3.02. Payment Dates
ARTICLE IV
REGISTRAR
Section 4.01. Transfer and Exchange 3
Section 4.02. The Bonds 3
Section 4.03. Form of Register 4
Section 4.04. List of Owners 4
Section 4.05. Cancellation of Bonds 4
Section 4.06. Mutilated, Destroyed, Lost, or Stolen Bonds 4
Section 4.07. Transaction Information to Issuer 5
ARTICLE V
THE BANK
Section 5.01. Duties of Bank 5
Section 5.02. Reliance on Documents, Etc 5
Section 5.03. Recitals of Issuer 6
Section 5.04. May Hold Bonds 6
Section 5.05. Money Held by Bank 6
Section 5.06. Indemnification 7
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Section 5.07. Interpleader 7
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment 7
Section 6.02. Assignment 7
Section 6.03. Notices 8
Section 6.04. Bank to Give Notice of Change 8
Section 6.05. Anti-Boycott Verification 8
Section 6.06. Iran, Sudan and Foreign Terrorist Organizations 8
Section 6.07. Effect of Headings 8
Section 6.08. Successors and Assigns 9
Section 6.09. Separability 9
Section 6.10. Benefits of Agreement 9
Section 6.11. Entire Agreement 9
Section 6.12. Counterparts 9
Section 6.13. Termination 9
Section 6.14. Merger, Conversion, Consolidation or Succession 9
Section 6.15. Governing Law 10
Section 6.16. Electronic Means 10
Section 6.17. Resignation or Removal of the Bank 10
EXECUTION 12
Annex A - Schedule of Fees for Service as Paying Agent/Registrar
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PAYING AGENT/REGISTRAR AGREEMENT
THIS PAYING AGENT/REGISTRAR AGREEMENT (the or this "Agreement"), dated as of
June 17, 2021, is by and between CITY OF PORT ARTHUR, TEXAS (the "Issuer") and UMB BANK,
National Association (the "Bank"), a national banking association duly organized and existing under the
laws of the United States of America.
WHEREAS, the Issuer has duly authorized and provided for the issuance of its General
Obligation Refunding Bonds, Series 2021, dated June 15, 2021 (the "Bonds"), to be issued as registered
securities without coupons;and
WHEREAS, all things necessary to make the Bonds the valid obligations of the Issuer, in
accordance with their terms,will be taken upon the issuance and delivery thereof;
WHEREAS, the Issuer desires that the Bank act as the Paying Agent of the Issuer in paying the
principal, redemption premium, if any, and interest on the Bonds, in accordance with the terms thereof,
and that the Bank act as Registrar for the Bonds; and
WHEREAS, the Issuer has duly authorized the execution and delivery of this Agreement, and all
things necessary to make this Agreement the valid agreement of the Issuer, in accordance with its terms,
have been done;
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE I
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
Section 1.2. Appointment.
(a) The Issuer hereby appoints the Bank to act as Paying Agent with respect to the
Bonds in paying to the Owners of the Bonds the principal, redemption premium, if any, and
interest on all or any of the Bonds.
(b) The Issuer hereby appoints the Bank as Registrar with respect to the Bonds.
(c) The Bank hereby accepts its appointment, and agrees to act as, the Paying Agent
and Registrar.
Section 1.3. Compensation.
(a) As compensation for the Bank's services as Paying Agent/Registrar, the Issuer
hereby agrees to pay the Bank the fees and amounts set forth in Annex A.
(b) In addition, the Issuer agrees to reimburse the Bank upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Bank in accordance
with any of the provisions hereof, including the reasonable compensation and the expenses and
disbursements of its agents and counsel.
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ARTICLE II
DEFINITIONS
Section 2.1. Definitions.
The terms "Agreement," "Bank," "Bonds," and "Issuer" have the meanings assigned them in the
recitals hereto. Capitalized terms used herein and not defined herein shall have the meanings assigned in
the Bond Ordinance (as hereinafter defined). For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires, the following terms have the following
meanings when used in this Agreement:
"Bank Office" means the Bank's office in Houston, Texas. The Bank will notify the Issuer in
writing of any change in location of the Bank Office.
"Bond Ordinance"means the ordinance of the City Council of the Issuer authorizing the issuance
and delivery of the Bonds and the pricing certificate executed pursuant thereto.
"Financial Advisor"means Hilltop Securities Inc., and its successor in that capacity.
"Issuer Request" and "Issuer Order" means a written request or order signed in the name of the
Mayor of the Issuer, or any other authorized representative of the Issuer and delivered to the Bank.
"Owner"means the Person in whose name a Bond is registered in the Register.
"Paying Agent" means the Bank when it is performing the functions associated with the terms in
this Agreement.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock
company, trust, unincorporated organization, or government or any agency or political subdivision of a
government.
"Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a
portion of the same obligation as that evidenced by such particular Bond (and, for the purposes of this
definition, any Bond registered and delivered under Section 4.06 in lieu of a mutilated, lost, destroyed or
stolen Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed or stolen
Bond).
"Record Date"has the meaning assigned in the Bond Ordinance.
"Register" means a register in which the Registrar shall provide for the registration and transfer
of Bonds.
"Responsible Officer" means, when used with respect to the Bank, the officer or officers of the
Bank with in the corporate trust department having direct responsibility for the administration of this
Agreement.
"Stated Maturity" means the date or dates specified in the Bond Ordinance as the fixed date on
which the principal of the Bonds is due and payable or the date fixed in accordance with the terms of the
Bond Ordinance for redemption of the Bonds,or any portion thereof, prior to the fixed maturity date.
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ARTICLE III
PAYING AGENT
Section 3.1. Duties of Paying Agent.
(a) The Bank, as Paying Agent and on behalf of the Issuer, shall pay to the Owner, at
the Stated Maturity and upon the surrender of the Bond or Bonds so maturing at the Bank Office,
the principal amount of the Bond or Bonds then maturing, and redemption premium, if any,
provided that the Bank shall have been provided by or on behalf of the Issuer adequate funds to
make such payment.
(b) The Bank, as Paying Agent and on behalf of the Issuer, shall pay interest when
due on the Bonds to each Owner of the Bonds (or their Predecessor Bonds) as shown in the
Register at the close of business on the Record Date, provided that the Bank shall have been
provided by or on behalf of the Issuer adequate funds to make such payments. The Paying
Agent/Registrar shall make such payments in accordance with the Bond Ordinance by computing
the amount of interest to be paid each Owner, preparing the checks, and mailing the checks (or
other payment method allowed under the terms of the Bond Ordinance) on each Interest Payment
Date addressed to each Owner's address as it appears in the Register at the close of business on
the Record Date.
Section 3.2. Payment Dates.
The Issuer hereby instructs the Bank to pay the principal of, redemption premium, if any, and
interest on the Bonds at the dates specified in the Bond Ordinance.
ARTICLE IV
REGISTRAR
Section 4.1. Transfer and Exchange.
(a) The Bank is hereby appointed "Registrar" for the purpose of registering and
transferring the Bonds as herein provided. The Bank agrees to maintain the Register while it is
Registrar. The Bank shall keep the Register at the Bank Office, and subject to such reasonable
written regulations as the Issuer may prescribe, which regulations shall be furnished to the Bank
herewith or subsequent hereto by Issuer Order, the Bank shall provide for the registration and
transfer of the Bonds.
(b) The Bonds shall be subject to transfer and exchange as set forth in the Bond
Ordinance.
Section 4.2. The Bonds.
The Issuer shall provide an adequate inventory of unregistered Bonds to facilitate transfers. The
Bank covenants that it will maintain the unregistered Bonds in safekeeping and will use reasonable care in
maintaining such unregistered Bonds in safekeeping, which shall be not less than the care it maintains for
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debt securities of other governments or corporations for which it serves as registrar, or which it maintains
for its own securities.
Section 4.3. Form of Register.
(a) The Bank as Registrar will maintain the records of the Register in accordance
with the Bank's general practices and procedures in effect from time to time. The Bank shall not
be obligated to maintain such Register in any form other than a form which the Bank has
currently available and currently utilizes at the time.
(b) The Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
Section 4.4. List of Owners.
(a) The Bank will provide the Issuer at any time requested by the Issuer, upon
payment of the cost, if any, of reproduction, a copy of the information contained in the Register.
The Issuer may also inspect the information in the Register at any time the Bank is customarily
open for business, provided that reasonable time is allowed the Bank to provide an up-to-date
listing or to convert the information into written form.
(b) The Bank will not release or disclose the content of the Register to any person
other than to, or at the written request of, an authorized officer or employee of the Issuer, except
upon receipt of a subpoena or court order or as otherwise required by law. Upon receipt of a
subpoena or court order the Bank will notify the Issuer so that the Issuer may contest the
subpoena or court order.
Section 4.5. Cancellation of Bonds.
All Bonds surrendered to the Bank for payment, redemption, transfer, exchange, or replacement,
shall be promptly cancelled by it upon the making of proper records regarding such payment, transfer,
exchange or replacement. The Issuer may at any time deliver to the Bank for cancellation any Bonds
previously certified or registered and delivered which the Issuer may have acquired in any manner
whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bank. All cancelled Bonds
held by the Bank shall be disposed of pursuant to the Securities Exchange Act of 1934.
Section 4.6. Mutilated, Destroyed, Lost, or Stolen Bonds.
(a) Subject to the provisions and conditions of this Section 4.6, Sections 3.09, 3.10
and 3.11 of the Bond Ordinance, the Issuer hereby instructs the Bank to deliver fully registered
Bonds in exchange for or in lieu of mutilated, destroyed, lost, or stolen Bonds as long as the
same does not result in an overissuance.
(b) The Issuer hereby accepts the Bank's current blanket bond for lost, stolen, or
destroyed Bonds and any future substitute blanket bond for lost, stolen, or destroyed Bonds that
the Bank may arrange, and agrees that the coverage under any such blanket bond is acceptable to
it and meets the Issuer's requirements as to security or indemnity. The Bank need not notify the
Issuer of any changes in the security or other company giving such bond or the terms of any such
bond, provided that the amount of such bond is not reduced below the amount of the bond on the
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date of execution of this Agreement. The blanket bond then utilized by the Bank for lost, stolen,
or destroyed Bonds by the Bank is available for inspection by the Issuer on request.
Section 4.7. Transaction Information to Issuer.
The Bank will, within a reasonable time after receipt of written request from the Issuer, furnish
the Issuer information as to the Bonds it has paid pursuant to Section 3.1; Bonds it has delivered upon the
transfer or exchange of any Bonds pursuant to Section 4.1; and Bonds it has delivered in exchange for or
in lieu of mutilated, destroyed, lost,or stolen Bonds pursuant to Section 4.6 of this Agreement.
ARTICLE V
THE BANK
Section 5.1. Duties of Bank.
The Bank undertakes to perform the duties set forth herein and in accordance with the Bond
Ordinance and agrees to use reasonable care in the performance thereof. The Bank hereby agrees to use
the funds deposited with it for payment of the principal of, redemption premium, if any, and interest on
the Bonds to pay the Bonds as the same shall become due and further agrees to establish and maintain all
accounts and funds as may be required for the Bank to function as Paying Agent.
Section 5.2. Reliance on Documents, Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness
of the opinions expressed therein, on certificates or opinions furnished to the Bank.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any ordinance, resolution, certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, certificate, note, security, or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party or parties. Without limiting
the generality of the foregoing statement, the Bank need not examine the ownership of any
Bonds, but is protected in acting upon receipt of Bonds containing an endorsement or instruction
of transfer or power of transfer which appears on its face to be signed by the Owner or an
attorney-in-fact of the Owner. The Bank shall not be bound to make any investigation into the
facts or matters stated in an ordinance, resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, certificate, note, security, or other paper or
document supplied by Issuer.
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(e) The Bank is also authorized to transfer funds relating to the closing and initial
delivery of the Bonds in the manner disclosed in the closing memorandum as prepared by the
Issuer's Financial Advisor or other agents. The Bank may act on a facsimile or e-mail
transmission of the closing memorandum acknowledged by the Financial Advisor or the Issuer
as the final closing memorandum. The Bank shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Bank's reliance upon and compliance with such
instructions.
(f) The Bank may consult with counsel, and the written advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon.
(g) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.3. Recitals of Issuer.
(a) The recitals contained herein and in the Bond Ordinance shall be taken as the
statements of the Issuer, and the Bank assumes no responsibility for their correctness.
(b) The Bank shall in no event be liable to the Issuer, any Owner or Owners, or any
other Person for any amount due on any Bond except as otherwise expressly provided herein
with respect to the liability of the Bank for its duties under this Agreement.
Section 5.4. May Hold Bonds.
The Bank, in its individual or any other capacity, may become the Owner or pledgee of Bonds
and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying
Agent/Registrar, or any other agent.
Section 5.5. Money Held by Bank.
(a) Money held by the Bank hereunder need not be segregated from any other funds
provided appropriate accounts are maintained.
(b) The Bank shall be under no liability for interest on any money received by it
hereunder.
(c) Subject to the provisions of Title 6, Texas Property Code, any money deposited
with the Bank for the payment of the principal, redemption premium, if any, or interest on any
Bond and remaining unclaimed for three years after final maturity of the Bond has become due
and payable will be paid by the Bank to the Issuer, and the Owner of such Bond shall thereafter
look only to the Issuer for payment thereof, and all liability of the Bank with respect to such
monies shall thereupon cease.
(d) The Bank will comply with the reporting requirements of Chapter 74 of the Texas
Property Code.
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(e) The Bank shall deposit any moneys received from the Issuer into a trust account
to be held in a paying agent capacity for the payment of the Bonds, with such moneys in the
account that exceed the deposit insurance, available to the Issuer, provided by the Federal
Deposit Insurance Corporation to be fully collateralized with securities or obligations that are
eligible under the laws of the State of Texas and to the extent practicable under the laws of the
United States of America to secure and be pledged as collateral for trust accounts until the
principal and interest on the Bonds have been presented for payment and paid to the owner
thereof. Payments made from such trust account shall be made by check drawn on such trust
account unless the owner of such Bonds shall, at its own expense and risk, request such other
medium of payment.
Section 5.6. Indemnification.
To the extent permitted by law,the Issuer agrees to indemnify the Bank and its officers, directors,
employees, and agents and save and them harmless from and against, any and all actions or suits, whether
groundless or otherwise, and from any and against any and all loss, liability, or expense incurred without
negligence, bad faith or willful misconduct on their part arising out of or in connection with its acceptance
or administration of the Bank's duties hereunder, and under Article IV of the Bond Ordinance, including
the cost and expense (including the reasonable counsel fees and expenses outside counsel engaged by the
Bank; the Issuer shall not be responsible for the salary, expenses or any costs associated with counsel
employed by the Bank or any affiliate, subsidiary or parent of the Bank) of defending itself against any
claim or liability in connection with the exercise or performance of any of its powers or duties under this
Agreement.
Section 5.7. Interpleader.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim,
demands or controversy over its persons as well as funds on deposit in a court of competent jurisdiction
within the State of Texas; waive personal service of any process; and agree that service of process by
certified or registered mail, return receipt requested, to the address set forth in this Agreement shall
constitute adequate service. The Issuer and the Bank further agree that the Bank has the right to file a Bill
of Interpleader in any court of competent jurisdiction within the State of Texas to determine the rights of
any person claiming any interest herein.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.1. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the parties
hereof.
Section 6.2. Assignment.
This Agreement may not be assigned by either party without the prior written consent of the
other.
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Section 6.3. Notices.
Any request, demand, authorization, direction, notice, consent, waiver, or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses shown below:
(a) if to the Issuer: City of Port Arthur, Texas
444 4th St
Port Arthur, Texas 77640
Attention: Mayor
(b) if to the Bank: UMB Bank,National Association
6034 West Courtyard Drive, Suite 370
Austin, TX 78730
Section 6.4. Bank to Give Notice of Change.
The Bank hereby agrees that it will give notice to the Issuer, the Owners and the Municipal
Securities Rulemaking Board of(a) any change in the name of the Bank after the date hereof, (b) any
change in the location of the Bank Office or a change in the mailing address of the Bank, and (c) any
merger or other change in the corporate structure affecting the name, location and address of the Bank, in
each case within ten(10)business days of the effective date of such change.
Section 6.5. Anti-Boycott Verification.
The Bank represents that,to the extent this Agreement constitutes a contract for goods or services
within the meaning of Section 2271.002 of the Texas Government Code, as amended, solely for purposes
of compliance with Chapter 2271 of the Texas Government Code, and subject to applicable Federal law,
neither the Bank nor any wholly owned subsidiary, majority-owned subsidiary, parent company or
affiliate of the Bank(i)boycotts Israel or(ii)will boycott Israel through the term of this Agreement. The
terms "boycotts Israel" and "boycott Israel" as used in this paragraph have the meanings assigned to the
term"boycott Israel"in Section 808.001 of the Texas Government Code,as amended.
Section 6.6. Iran, Sudan and Foreign Terrorist Organizations.
The Bank represents that, as of the date of this Agreement, to the extent this Agreement
constitutes a governmental contract within the meaning of Section 2252.151 of the Texas Government
Code, as amended, solely for purposes of compliance with Chapter 2252 of the Texas Government Code,
and except to the extent otherwise required by applicable federal law, neither the Bank nor any wholly
owned subsidiary, majority-owned subsidiary, parent company or affiliate of the Bank is an entity listed
by the Texas Comptroller of Public Accounts under Sections 2252.153 or 2271.0201 of the Texas
Government Code.
Section 6.7. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
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Section 6.8. Successors and Assigns.
All covenants and agreements herein by the Issuer shall bind its successors and assigns, whether
so expressed or not.
Section 6.9. Separability.
If any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 6.10. Benefits of Agreement.
Nothing herein, express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder,any benefit or any legal or equitable right,remedy,or claim hereunder.
Section 6.11. Entire Agreement.
This Agreement and the Bond Ordinance constitute the entire agreement between the parties
hereto relative to the Bank acting as Paying Agent/Registrar, and if any conflict exists between this
Agreement and the Bond Ordinance,the Bond Ordinance shall govern.
Section 6.12. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original and all of which shall constitute one and the same Agreement.
Section 6.13. Termination.
(a) This Agreement will terminate on the date of final payment by the Bank issuing
its checks for the final payment of principal, redemption premium, if any, and interest of the
Bonds.
(b) This Agreement may be earlier terminated upon 60 days written notice by either
party; provided, that, no termination shall be effective until a successor has been appointed by
the Issuer and has accepted the duties imposed by this Agreement. A resigning Paying
Agent/Registrar may petition any court of competent jurisdiction for the appointment of a
successor Paying Agent/Registrar if an instrument of acceptance by a successor Paying
Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within 60 days
after the giving of notice of resignation.
(c) The provisions of Section 1.02 and of Article V shall survive and remain in full
force and effect following the termination of this Agreement.
Section 6.14. Merger, Conversion, Consolidation or Succession.
Any corporation into which the Bank may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion, or consolidation to which the
Bank shall be a party, or any corporation succeeding to all or substantially all of the corporate trust
business of the Bank shall be the successor of the Bank hereunder without the execution or filing of any
paper or any further act on the part of either of the parties hereto; provided, however, that the resulting
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entity must qualify to serve as the Paying Agent/Registrar under the terms of the Ordinance and Texas
law. In case any Bond shall have been registered, but not delivered, by the Bank then in office, any
successor by merger, conversion, or consolidation to such authenticating Bank may adopt such
registration and deliver the Bond so registered with the same effect as if such successor Bank had itself
registered such Bond. The Bank shall notify the Issuer of any changes described in this paragraph in
accordance with Section 6.04.
Section 6.15. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the State of
Texas.
Section 6.16. Electronic Means.
The Bank shall have the right to accept and act upon instructions, including funds transfer
instructions ("Instructions") given pursuant to this Agreement and delivered using Electronic Means
("Electronic Means" shall mean the following communications methods: e-mail, facsimile transmission,
secure electronic transmission containing applicable authorization codes, passwords and/or authentication
keys issued by the Bank, or another method or system specified by the Bank as available for use in
connection with its services hereunder.); provided, however, that the Issuer shall provide to the Bank an
incumbency certificate listing officers with the Issuer to provide such Instructions("Authorized Officers")
and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be
amended by the Issuer,whenever a person is to be added or deleted from the listing. If the Issuer elects to
give the Bank Instructions using Electronic Means and the Bank in its discretion elects to act upon such
Instructions, the Bank's understanding of such Instructions shall be deemed controlling. The Issuer
understands and agrees that the Bank cannot determine the identity of the actual sender of such
Instructions and that the Bank shall conclusively presume that directions that purport to have been sent by
an Authorized Officer listed on the incumbency certificate provided to the Bank have been sent by such
Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit
such Instructions to the Bank and that the Issuer and all Authorized Officers are solely responsible to
safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or
authentication keys upon receipt by the Issuer. The Bank shall not be liable for any losses, costs or
expenses arising directly or indirectly from the Bank's reliance upon and compliance with such
Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written
instruction. To the extent allowed by law, the Issuer agrees: (i)to assume all risks arising out of the use
of Electronic Means to submit Instructions to the Bank, including without limitation the risk of the Bank
acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is
fully informed of the protections and risks associated with the various methods of transmitting
Instructions to the Bank and that there may be more secure methods of transmitting Instructions than the
method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection
with its transmission of Instructions provide to it a commercially reasonable degree of protection in light
of its particular needs and circumstances; and (iv) to notify the Bank immediately upon learning of any
compromise or unauthorized use of the security procedures.
Section 6.17. Resignation or Removal of the Bank.
Any time, other than on a day during the forty-five (45) day period preceding any payment date
for the Issuer's Bonds, the Bank may resign by giving at least forty-five (45)days' prior written notice to
the Issuer; and the Bank's agency shall be terminated and its duties shall cease upon expiration of such
forty-five (45) days or such lesser period of time as shall be mutually agreeable to the Bank and the
Issuer; provided, however, that no such termination shall be effective until a successor paying
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agent/registrar has assumed the duties of paying agent/registrar for the Bonds. The Issuer agrees that it
will use commercially responsible efforts to engage a replacement paying agent/registrar following the
receipt of such notice. At any time, following at least forty-five (45) days' prior written notice (or such
lesser period of time as shall be mutually agreeable to the Bank and the Issuer) from the Issuer, the Bank
may be removed from its agency. Such removal shall become effective upon the expiration of the forty-
five (45)day or agreed upon lesser time period, and upon payment to the Bank of all amounts payable to
it in connection with its agency, provided, however, that no such termination shall be effective unless a
successor paying agent/registrar has assumed the duties of paying agent/registrar with respect to the
Bonds. In such event, the Bank shall deliver to the Issuer, or to the Issuer's designated representative, all
Bonds and cash belonging to the Issuer and shall furnish to the Issuer, or to the Issuer's designated
representative, the register and all other pertinent books and records relating to the Bonds, including
reasonably detailed information regarding the status of the Issuer's outstanding Bonds and copies of other
pertinent records then in the Bank's possession, reasonably requested by the Issuer.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first written above.
CITY OF PORT ARTHUR, TEXAS
By:
Mayor
ATTEST:
By:
City Secretary
Signature Page to Paying Agent/Registrar Agreement
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UMB BANK,NATIONAL ASSOCIATION,
as Paying Agent/Registrar
By:
Title:
Signature Page to Paying Agent/Registrar Agreement
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ANNEX A
SCHEDULE OF FEES FOR SERVICE AS PAYING AGENT/REGISTRAR
[Attached]
C-1
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