Ordinance No. 13,202ORDINANCE NO. 13,202
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING THE ISSUANCE OF CITY OF BAYTOWN, TEXAS
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016; LEVYING A
TAX IN PAYMENT THEREOF; AUTHORIZING THE ISSUANCE OF THE
BONDS IN ACCORDANCE WITH SPECIFIED PARAMETERS;
AUTHORIZING THE REDEMPTION PRIOR TO MATURITY OF CERTAIN
OUTSTANDING BONDS; APPROVING THE PREPARATION AND
DISTRIBUTION OF AN OFFICIAL STATEMENT; AND ENACTING OTHER
PROVISIONS RELATING THERETO; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
WHEREAS, the City of Baytown, Texas (the "City ") has heretofore issued the
obligations described on the attached Schedule I (the "Refunded Obligations Candidates "); and
WHEREAS, the City desires to refund a portion of the Refunded Obligations Candidates
in order to achieve a present value savings in debt service; and
WHEREAS, it is intended that all or a portion of the Refunded Obligation Candidates
shall be designated as Refunded Obligations (as hereinafter defined) in the Pricing Certificate (as
hereinafter defined) and shall be refunded pursuant to this Ordinance and the Pricing Certificate;
and
WHEREAS, Chapter 1207, Texas Government Code, as amended, authorizes the City to
issue refunding bonds for the purpose of refunding the Refunded Obligations in advance of their
maturities, and to accomplish such refunding by depositing directly with a paying agent for the
Refunded Obligations (or other qualified escrow agent), the proceeds of such refunding bonds,
together with other available funds or securities, in an amount sufficient to provide for the
payment or redemption of the Refunded Obligations, and provides that such deposit shall
constitute the making of firm banking and financial arrangements for the discharge and final
payment or redemption of the Refunded Obligations; and
WHEREAS, the City desires to authorize the execution of an escrow agreement, if
necessary, in order to provide for the deposit of proceeds of the refunding bonds and, to the
extent specified pursuant hereto, other lawfully available funds of the City, to pay the redemption
price of the Refunded Obligations when due; and
WHEREAS, upon the issuance of the refunding bonds herein authorized and the deposit
of funds referred to above, the Refunded Obligations shall no longer be regarded as being
outstanding, except for the purpose of being paid pursuant to such deposit, and the pledges, liens,
trusts and all other covenants, provisions, terms and conditions of the ordinances authorizing the
issuance of the Refunded Obligations shall be, with respect to the Refunded Obligations,
discharged, terminated and defeased; and
WHEREAS, the City hereby finds and determines that the issuance and delivery of the
refunding bonds hereinafter authorized is necessary and in the public interest and the use of the
proceeds in the manner herein specified constitutes a valid public purpose; and
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WHEREAS, the City hereby finds and determines that the refunding contemplated in this
Ordinance will benefit the City by providing a present value saving in the debt service payable
by the City, and that such benefit is sufficient consideration for the refunding of the Refunded
Obligations; 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
outstanding indebtedness that is rated by a nationally recognized rating agency for municipal
securities in one of the four highest rating categories for a long -term obligation; and
WHEREAS, the City has a principal amount of at least $100,000,000 in a combination of
outstanding long -term indebtedness and long -term indebtedness proposed to be issued, and some
amount of such long -term indebtedness is rated in one of the four highest 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 Sections 1207.007 and 1371.053, 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 meeting at which this Ordinance is being 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; Now, Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.01 Definitions.
Unless otherwise expressly provided in this Ordinance or unless the context clearly
requires otherwise, the following terms shall have the meanings specified below:
"Authorized Officer" means the Mayor, City Manager, or Director of Finance 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.
"Bonds" means the City's bonds authorized to be issued by Section 3.01 of this
Ordinance and designated as "City of Baytown, Texas General Obligation and Refunding Bonds,
Series 2016" and such other series or subseries names as may be designated in the Pricing
Certificate.
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"Bond Counsel" means Bracewell LLP.
"Business Day" means a day that is not a Saturday, Sunday, legal holiday or other day on
which banking institutions in the city where the Designated Payment/Transfer Office is located
are required or authorized by law or executive order to close.
"City" means the City of Baytown, Texas.
"Closing Date" means the date of the initial delivery of and payment for the Bonds.
"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 Regulations
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).
"Dated Date" means July 1, 2016, unless otherwise designated in the Pricing Certificate.
"Debt Service" means collectively, all amounts due and payable with respect to the
Bonds representing the principal of the Bonds and the interest thereon, payable at the times and
in the manner provided herein and in the Pricing Certificate and the payment of the costs
associated therewith.
"Designated Payment/Transfer Office" means (i) with respect to the initial Paying
Agent/Registrar, Dallas, Texas, unless otherwise designated in the Pricing Certificate, or 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 Bank of New York Mellon Trust Company, N.A., as escrow
agent, unless otherwise designated in the Pricing Certificate.
"Escrow Agreement" means the escrow agreement by and between the City and the
Escrow Agent relating to the Refunded Obligations.
"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 an agency or instrumentality of the United States, including obligations that are
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unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of
the Pricing Certificate, 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 of the Pricing Certificate, are rated as to investment quality by a nationally
recognized investment rating firm not less than "AAA" or its equivalent.
"Fiscal Year" means such fiscal year of the City as shall be set from time to time by the
City Council.
"Initial Bond" means the Initial Bond authorized by Section 3.04(d) 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, with respect to the Bonds, February 1 and August 1 of
each year, commencing August 1, 2016, unless otherwise designated in the Pricing Certificate.
"Maturity" means the date on which the principal of the Bonds becomes due and payable
according to the terms thereof, whether at Stated Maturity or by proceedings for prior
redemption.
"MSRB" means the Municipal Securities Rulemaking Board.
"Ordinance" means this Ordinance.
"Owner" means the person who is the registered owner of a Bond or Bonds, as shown in
the Register.
"Paying Agent/Registrar" means The Bank of New York Mellon Trust Company, N.A.,
as paying agent/registrar for the Bonds, unless otherwise designated in the Pricing Certificate.
"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 substantially the form attached hereto as Exhibit A with such variations, omissions
and insertions as are approved by the Authorized Officer as indicated by his/her signature.
"Purchaser" means the initial purchaser of the Bonds designated in the Pricing
Certificate.
"Record Date" means the fifteenth day of the month preceding each Interest Payment
Date, unless otherwise designated in the Pricing Certificate.
"Refunded Obligation Candidates" mean the obligations of the City described in
Schedule I attached hereto.
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"Refunded Obligations" mean those obligations of the City designated as such in the
Pricing Certificate from the list of Refunded Obligation Candidates.
"Register" means the bond register specified in Section 3.06(a).
"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.
"Representations 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 date that is fifteen (15) days after the Special Record
Date, as described in Section 3.03(e).
"Special Record Date" means the new record date for interest payment established in the
event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days
thereafter, as described in Section 3.03(e).
"State" means the State of Texas.
"Stated Maturity" means the respective stated maturity dates of the Bonds specified in the
Pricing Certificate.
"Unclaimed Payments" means money deposited with the Paying Agent/Registrar for the
payment of principal, premium, if any, or interest, or money set aside for the payment of Bonds
duly called for redemption prior to Stated Maturity and remaining unclaimed by the Owners of
such Bonds for ninety (90) days after the applicable payment or redemption date.
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.
Section 1.03 Table of Contents, Titles and Headings.
The table of contents, 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. References to section numbers shall
mean sections in this Ordinance.
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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 and to sustain the validity of this Ordinance.
(d) References to section numbers shall mean sections in this Ordinance unless
designated otherwise.
ARTICLE II
SECURITY FOR THE BONDS; INTEREST AND SINKING FUND
Section 2.01 Tax Levy.
(a) Pursuant to the authority granted by the Constitution and the laws of the State,
there shall be levied and there is hereby levied for the current year and for each succeeding year
hereafter while any part of the principal of the Bonds or any interest thereon is outstanding and
unpaid, an ad valorem tax on all 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 two
percent (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 taxable 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 and related
fees and expenses when and as due and payable in accordance with their terms and this
Ordinance.
(d) To pay Debt Service on the Bonds coming due prior to receipt of the taxes levied
to pay such Debt Service, there is hereby appropriated from current funds on hand, which are
hereby certified to be on hand and available for such purpose, an amount sufficient to pay such
debt service, and such amount shall be used for no other purpose.
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Section 2.02 Interest and Sinking Fund.
(a) The City hereby establishes a special fund or account to be designated the "City
of Baytown, Texas General Obligation Refunding Bonds, Series 2016, Interest and Sinking
Fund" (the "Interest and Sinking Fund ") said fund 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 Authorization.
The Bonds are hereby authorized to be issued and delivered in accordance with Chapters
1207 and 1371, Texas Government Code, as amended. The Bonds shall be issued from time to
time in a total aggregate principal amount not to exceed $41,500,000 for the purposes of
refunding the Refunded Obligations and providing funds for the payment of costs of issuing the
Bonds.
Section 3.02 Date, Denomination, Maturities, and Interest. (a) The Bonds shall be
dated the Dated Date as set forth in the Pricing Certificate, and shall be in fully registered form,
without coupons.
(b) The Bonds shall be in the aggregate principal amount designated in the Pricing
Certificate, shall be in the denomination of $5,000 principal amount or any integral multiple
thereof and shall be numbered separately from one upward, except the Initial Bond, which shall
be numbered I -1.
(c) The Bonds shall mature on the dates and in the principal amounts and shall bear
interest at the per annum rates set forth in the Pricing Certificate.
(d) Interest shall accrue and be paid on each Bond, respectively, until the principal
amount thereof has been paid or provision for such payment has been made, from the later of
(i) the Closing Date, or (ii) the most recent Interest Payment Date to which interest has been paid
or provided for at the rate per annum for each respective maturity specified in the Pricing
Certificate. Such interest shall be payable on each Interest Payment Date and shall be computed
on the basis of a 360 -day year of twelve 30 -day months.
Section 3.03 Medium, Method and Place of Payment. (a) Debt Service shall be paid in
lawful money of the United States of America.
(b) Interest on each Bond shall be paid by check dated as of the Interest Payment
Date, and sent first class United States mail, postage prepaid, by the Paying Agent/Registrar to
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each Owner, as shown in the Register at the close of business on the Record Date, at the address
of each such Owner as such appears in the Register 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.
(c) The principal of each Bond shall be paid to the Owner thereof at Maturity upon
presentation and surrender of such Bond at the Designated Payment/Transfer Office of the
Paying Agent/Registrar.
(d) If the date for the payment of Debt Service is not a Business Day, the date for
such payment shall be the next succeeding Business Day, and payment on such date shall for all
purposes be deemed to have been made on the due date thereof as specified in this Section.
(e) In the event of a nonpayment of interest on a scheduled payment date, and for
thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date ")
will be established by the Paying Agent/Registrar, if and when funds for the payment of such
interest have been received from the City. Notice of the Special Record Date and of the special
payment date of the past due interest (the "Special Payment Date," which 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 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.
(f) Unclaimed Payments 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
the Unclaimed Payments pertain. Subject to Title 6, Texas Property Code, Unclaimed Payments
remaining unclaimed by the Owners entitled thereto for three (3) 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 after the retirement of all
outstanding Bonds, 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, Texas Property Code.
Section 3.04 Execution and Registration of Bonds.
(a) The Bonds shall be executed on behalf of the City by the Mayor or Mayor Pro
Tern and City Clerk, 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
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the delivery thereof, such 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 Bond has been duly approved by the Attorney General of the State, 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.
(d) On the Closing Date, one Initial Bond representing the entire principal amount of
the Bonds designated in the Pricing Certificate, payable in stated installments to the Purchaser or
its designee, executed by the manual or facsimile signatures of the Mayor or Mayor Pro Tem and
City Clerk, approved by the Attorney General of the State, and registered and manually signed
by the Comptroller of Public Accounts of the State, and registered and manually signed by the
Comptroller of Public Accounts of the State, will be delivered to the Purchaser or its designee.
Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and
deliver registered definitive Bonds to DTC in accordance with Section 3.09 hereof. To the
extent the Paying Agent/Registrar is eligible to participate in DTC's FAST System, as evidenced
by an agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall
hold the definitive Bonds in safekeeping for DTC.
Section 3.05 Ownership.
(a) The City, the Paying Agent/Registrar and any other person may treat the Owner
as the absolute owner of such Bond for the purpose of making and receiving payment of the
principal thereof, for the purpose of making and receiving payment of the interest thereon
(subject to the provisions herein that the interest is to be paid to the person in whose name the
Bond is registered on the Record Date or Special Record Date, as applicable), and for all other
purposes, 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 3.06 Registration, Transfer and Exchange.
(a) So long as any Bonds remain outstanding, the City shall cause the Paying
Agent/Registrar to keep at its Designated Payment/Transfer Office a bond register (the
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"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 to the Paying Agent/Registrar at the Designated Payment/Transfer Office
with such endorsement or other evidence of transfer 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.
(d) The Paying Agent/Registrar is hereby authorized to authenticate and deliver
Bonds transferred or exchanged in accordance with this Section. A new Bond or Bonds will be
delivered by the Paying Agent/Registrar, in lieu of the Bond being transferred or exchanged, at
the Designated Payment/Transfer, or sent by United States mail, first class, postage prepaid, to
the Owner or his designee. Each 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 Bond is delivered.
(e) No service charge shall be made to the Owner for the initial registration, any
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.
(f) 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) days
prior to the date fixed for redemption; provided, however, such limitation of transfer shall not be
applicable to an exchange by the Owner of the uncalled principal balance of a Bond.
Section 3.07 Cancellation. All Bonds paid or redeemed before Stated 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
upon the making of proper records regarding such payment, redemption, exchange or
replacement. The Paying Agent/Registrar shall dispose of such cancelled Bonds in the manner
required by the Securities Exchange Act of 1934, as amended.
Section 3.08 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
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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 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 complies with the following
requirements:
(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;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar and the City to save them 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 3.09 Book -Entry Only System.
(a) Unless otherwise specified in the Pricing Certificate, the definitive Bonds shall be
initially issued in the form of a separate fully registered Bond for each of the maturities thereof.
Upon initial issuance, the ownership of each such Bond shall be registered in the name of
Cede & Co., as nominee of DTC, and except as provided in Section 3.10 hereof, all of the
outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
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(b) 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, except as provided in this Ordinance. 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 an Owner of any notice with respect to the Bonds, or (iii) the payment to
any DTC Participant or any other person, other than an Owner 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, premium, if any, and interest on the Bonds for
the purpose of giving notices with respect to such Bond, and other 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 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, principal 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 Bond
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., and subject to the
provisions of this Ordinance with respect to interest payments being mailed to the Owner as
shown on the Register on the Record Date, the word "Cede & Co." in this Ordinance shall refer
to such new nominee of DTC.
(c) The Representation Letter previously executed and delivered by the City, and
applicable to the City's obligations delivered in book -entry-only form to DTC as securities
depository, is hereby ratified and approved for the Bonds.
Section 3.10 Successor Securities Depository; Transfer Outside Book - Entry
System.
In the event that the City determines that it is in the best interest of the City and 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 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 certificated Bonds and cause the Paying Agent/Registrar to transfer one or more
separate registered 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
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#5193171.3
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 3.11 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
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01 Limitation on Redemption.
The Bonds shall be subject to redemption before Stated Maturity only as provided in this
Article IV and in the Pricing Certificate.
Section 4.02 Optional Redemption.
(a) The City has reserved the right to redeem at its option the Bonds maturing on and
after February 1, 2027, in whole or from time to time in part, before their respective scheduled
maturity dates, on February 1, 2026, or on any date thereafter, at a redemption price equal to the
principal amount thereof plus accrued interest to the date of redemption.
(b) The City, at least forty -five (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 and of the principal amount of Bonds to be redeemed.
Section 4.03 Mandatory Redemption.
(a) 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
sinking fund, on the dates and in the respective principal amounts as set forth in the Pricing
Certificate.
(b) 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
4.05.
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#5193171.3
(c) The principal amount of the Term Bonds required to be redeemed on any
redemption date pursuant to subparagraph (a) of this Section 4.03 shall be reduced, at the option
of the City, by the principal amount of any Term Bonds which, at least forty -five (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.
Section 4.04 Partial Redemption.
(a) If less than all of the Bonds are to be redeemed pursuant to Section 4.02, the City
shall determine the maturities (or mandatory sinking fund payment with respect to Term Bonds,
if any) and the principal amount thereof to be redeemed and shall direct the Paying
Agent/Registrar to call by lot or any other customary random selection method such Bonds for
redemption.
(b) 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. The
Paying Agent/Registrar shall treat each $5,000 portion of such Bond as though it were a single
Bond for purposes of selection for redemption.
(c) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar,
in accordance with Section 3.06 of this Ordinance, shall authenticate and deliver exchange
Bonds in an aggregate principal amount equal to the unredeemed principal amount of the Bond
so surrendered, such exchange being without charge.
Section 4.05 Notice of Redemption to Owners.
(a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by
sending notice by United States mail, first class, postage prepaid, not less than thirty (30) days
before the date fixed for redemption, to the Owner of each Bond (or part thereof) to be
redeemed, at the address shown on the Register at the close of business on the Business Day next
preceding the date of mailing such notice.
(b) The notice shall state the redemption date, the redemption price, the place at
which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding
are to be redeemed, an identification of the Bonds or portions thereof to be redeemed.
(c) The City reserves the right to give notice of its election or direction to redeem
Bonds under Section 4.02 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
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#5193171.3
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 of such redemption shall not constitute an event of default.
(d) Any notice given as provided in this Section shall be conclusively presumed to
have been duly given, whether or not the Owner receives such notice.
Section 4.06 Payment Upon Redemption.
(a) Before or on each redemption date, the City shall deposit with the Paying
Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying
Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date
by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar
from the City and shall use such funds solely for the purpose of paying the principal of,
redemption premium, if any, and accrued interest on the Bonds being redeemed.
(b) Upon presentation and surrender of any Bond called for redemption to the Paying
Agent/Registrar on or after the date fixed for redemption, the Paying Agent/Registrar shall pay
the principal of, redemption premium, if any, and accrued interest on such Bond to the date of
redemption from the money set aside for such purpose.
Section 4.07 Effect of Redemption.
(a) When Bonds have been called for redemption in whole or in part and due
provision has been made to redeem same as herein provided, the Bonds or portions thereof so
redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment
solely from the funds so provided for redemption, and the rights of the Owners to collect interest
which would otherwise accrue after the redemption date on any Bond or portion thereof called
for redemption shall terminate on the date fixed for redemption.
(b) If the City shall fail to make provision for payment of all sums due on a
redemption date, then any Bond or portion thereof called for redemption shall continue to bear
interest at the rate stated on the Bond until due provision is made for the payment of same by the
City.
Section 4.08 Lapse of Payment.
Money set aside for the redemption of the Bonds and remaining unclaimed by the
Owners thereof shall be subject to the provisions of Section 3.03(f) hereof.
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#5193171.3
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01 Appointment of Initial Paying A eg nt/Registrar.
(a) The Bank of New York Mellon Trust Company, N.A. is hereby appointed the
initial Paying Agent/Registrar for the Bonds.
(b) The Paying Agent/Registrar shall keep such books or records and make such
transfers and registrations under such reasonable regulations as the City and the Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfer and
registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from
the Owners and record in the Register the address of such Owner of each Bond to which
payments with respect to the Bonds shall be mailed, as provided herein. The City or its designee
shall have the right to inspect the Register during regular business hours of the Paying
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books
confidential and, unless otherwise required by law, shall not permit their inspection by any other
entity.
(c) The City hereby further appoints the Paying Agent/Registrar to act as the paying
agent for paying the principal of and interest on the Bonds. The Paying Agent/Registrar shall
keep proper records of all payments made by the City and the Paying Agent/Registrar with
respect to the Bonds, and of all conversions, exchanges and replacements of such Bonds, as
provided in the Ordinance.
(d) The Authorized Officer is hereby authorized and directed to execute and deliver
or cause the execution and delivery by the Mayor or the Mayor Pro Tern and the City Clerk of
the City, a Paying Agent/Registrar Agreement, specifying the duties and responsibilities of the
City and the Paying Agent/Registrar. The City hereby approves the form of Paying
Agent/Registrar Agreement.
Section 5.02 Qualifications.
Each Paying Agent/Registrar shall be a commercial bank or trust company organized
under the laws of the State, 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.
Section 5.03 Maintaining Paving A ent/Re igistrar.
(a) At all times while any of the Bonds are outstanding, the City will maintain a
Paying Agent/Registrar that is qualified under Section 5.02 of this Ordinance.
(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.
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#5193171.3
Section 5.04 Termination.
The City reserves the right to terminate the appointment of any Paying Agent/Registrar
by (i) delivering to the entity whose appointment is to be terminated forty -five (45) days' written
notice of the termination of the appointment and of the Paying Agent/Registrar Agreement,
stating the effective date of such termination, and (ii) appointing a successor Paying
Agent/Registrar; provided that, no such termination shall be effective until a successor Paying
Agent/Registrar has been appointed and has accepted the duties of Paying Agent/Registrar for
the Bonds.
Section 5.05 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 first class United States mail, postage
prepaid, at the address thereof in the Register, stating the effective date of the change and the
name and mailing address of the replacement Paying Agent/Registrar.
Section 5.06 Agreement to Perform Duties and Functions.
By accepting the appointment as Paying Agent/Registrar, and by 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 herein.
Section 5.07 Delivery of Records to Successor.
The Paying Agent/Registrar, promptly upon the appointment of a 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 VI
FORM OF THE BONDS
Section 6.01 Form Generally.
(a) The Bonds, including the Registration Certificate of the Comptroller of Public
Accounts of the State to accompany the Initial Bonds, the Certificate of the Paying
Agent/Registrar, and the Assignment form which shall accompany, appear on or be attached or
affixed to each of the Bonds, (i) shall be substantially in the form set forth below, with such
appropriate insertions, omissions, substitutions, and other variations as may be necessary or
desirable and not prohibited by this Ordinance and the Pricing Certificate, and (ii) may have such
letters, numbers, or other marks of identification (including identifying numbers and letters of
the Committee on Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including any legend relating to bond
insurance for the Bonds or reproduction of an opinion of counsel) as, consistently herewith, may
be determined by the Authorized Officer or by the officers executing such Bonds, as evidenced
by their execution thereof.
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#5193171.3
(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, photocopied, 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 may be
typewritten and photocopied or otherwise reproduced.
Section 6.02 Form of Bond.
(a) Form of Bond.
REGISTERED
NO.
INTEREST RATE:
United States of America
State of Texas
Counties of Harris and Chambers
CITY OF BAYTOWN, TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIES 2016
MATURITY DATE: CLOSING DATE:
REGISTERED
The City of Baytown, Texas (the "City "), in the Counties of Harris and Chambers, State
of Texas, for value received, hereby promises to pay to
or registered assigns, on the maturity date specified above, the sum of
DOLLARS
unless 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
1 Insert from Pricing Certificate.
#5193171.3
above, computed on the basis of a 360 -day year of twelve 30 -day months, such interest to be
paid semiannually on February 1 and August 1 of each year, commencing August 1, 2016.
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 corporate trust office of The Bank of New York Mellon Trust Company, N.A., (the "Paying
Agent/Registrar "), Dallas, Texas, or such other location designated by the Paying
Agent/Registrar (the "Designated Payment/Transfer Office "), of the Paying Agent/ Registrar 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,
mailed 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 fifteenth day of the month next preceding such interest
payment date. In the event of a nonpayment of interest on a scheduled payment date, and for
thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date ")
will be established by the Paying Agent/Registrar, if and when funds for the payment of such
interest have been received from the City. Notice of the Special Record Date and of the special
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 on the books of the Paying Agent/Registrar at the close of business
on the fifteenth 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 shall be a Saturday,
Sunday, legal holiday, or day on which banking institutions in the city where the Paying
Agent/Registrar is located are required or authorized by law or executive order to close, the date
for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
holiday, or day on which banking institutions are required or authorized to close, 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 one of a series of fully registered bonds specified in the title hereof, dated as
of July 1 2016 issued in the aggregate principal amount of 2
,pursuant to a certain
ordinance (the "Bond Ordinance ") adopted by the City Council of the City and a pricing
certificate executed pursuant to the Bond Ordinance (the "Pricing Certificate," and, together with
the Bond Ordinance, the "Ordinance "), for the purposes of refunding certain outstanding
obligations of the City and paying the costs of issuing the Bonds.
The Bonds and the interest thereon are payable from the proceeds of a direct and
continuing ad valorem tax levied, within the limits prescribed by law, against all taxable property
in the City sufficient, together with certain available funds of the City on deposit in the interest
2 Insert from Pricing Certificate.
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#5193171.3
and sinking fund for the Bonds, to provide for the payment of the principal of and interest on the
Bonds, as described and provided in the Ordinance.
The City has reserved the option to redeem the Bonds maturing on and after February 1,
2027, in whole or in part before their respective scheduled maturity dates, on February 1, 2026,
or on any date thereafter, at a redemption price equal to the principal amount thereof plus
accrued interest to the date of redemption. If less than all of the Bonds are to be redeemed, 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 and in such principal amounts, for redemption.
[Bonds maturing on (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
Redemption Date Principal Amount
6 $ 7
The Paying Agent/Registrar will select for redemption 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 forty -five (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.] 8
Not less than thirty (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.
3 Insert from Pricing Certificate.
4 Insert from Pricing Certificate.
5 Insert from Pricing Certificate.
6 Insert from Pricing Certificate.
7 Insert from Pricing Certificate.
8 Delete if Term Bonds are not issued.
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#5193171.3
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 on or 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 Bond subject to conditional redemption for which such redemption has been
rescinded shall remain outstanding.
Any notice so mailed shall be conclusively presumed to have been duly given, whether or
not the registered owner receives such notice. Notice having been so given and subject, in the
case of an optional redemption, to any rights or conditions reserved by the City in the notice, the
Bonds called for redemption shall become due and payable on the specified redemption date, and
notwithstanding that any Bond or portion thereof has not been surrendered for payment, interest
on such Bonds or portions thereof shall cease to accrue.
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) and for all other purposes, whether or not this Bond be overdue, and neither the
City nor the Paying Agent/Registrar 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; 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; that sufficient
and proper provision for the levy and collection of taxes has been made, within the limits
prescribed by law, which when collected shall be appropriated exclusively to the timely payment
of the principal of and interest on the Bonds; and that the total indebtedness of the City,
including the Bonds, does not exceed any constitutional or statutory limitation.
IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its
official seal in accordance with law.
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#5193171.3
City Clerk Mayor [Pro Tem] 9
City of Baytown, Texas City of Baytown, Texas
[SEAL]
(b) Form of Certificate of Paying A eg nt/Re istrar.
CERTIFICATE OF PAYING AGENT /REGISTRAR
This is one of the Bonds referred to in the within mentioned Ordinance. The series of
Bonds of which this Bond is a part was originally issued as one Initial Bond which was approved
by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Paying Agent/Registrar
Date: By:
(c) Form of Assignment.
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
(print or typewrite name, address and Zip Code of transferee):
(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:
Signature Guaranteed By:
Authorized Signatory
9 Delete if the Mayor executes the Bonds.
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#5193171.3
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.
(d) Initial Bond Insertions.
(i) The Initial Bond shall be in the form set forth in paragraphs (a), and (c) of
this Section, except that, in the event there is more than one maturity of Bonds:
(A) 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 "CUSIP NO.: " deleted;
(B) in the first paragraph the words "on the Maturity Date specified
above, the sum of DOLLARS" shall be deleted and the following will be
inserted: "on February 1 in the years, in the principal installments and bearing
interest at the per annum rates set forth in the following schedule:
(Information to be inserted from the Pricing Certificate); and
(C) the Initial Bond shall be numbered I -1.
(ii) The following Registration Certificate of Comptroller of Public Accounts
shall appear on the Initial Bond for the Current Interest Bonds:
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
THE STATE OF TEXAS &
I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to
the effect that the Attorney General of the State of Texas has approved this Bond, and that this
Bond has been registered this day by me.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this
[SEAL]
Section 6.03 CUSIP Registration.
Comptroller of Public Accounts of
the State of Texas
The City may secure identification numbers through the CUSIP Global Services,
managed by S &P Capital IQ on behalf of the American Bankers Association, and may authorize
the printing of such on the face of the Bonds. It is expressly provided, however, that the
presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as
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#5193171.3
regards 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.
Section 6.04 Legal Opinion.
The approving legal opinion of Bond Counsel may be attached to or printed on the
reverse side of each Bond.
Section 6.05 Bond Insurance.
If it is determined that the purchase of bond insurance would result in savings to the City,
the Authorized Officer is hereby authorized to approve the purchase of and payment of the
premium for bond insurance by the City, the terms of commitment for such insurance, if any and
any special provisions related to such policy, if any. All officials and representatives of the City
are authorized and directed to execute such documents and to do any and all things necessary or
desirable to obtain such insurance. A statement relating to the bond insurance obtained for the
Bonds, if any, may be printed on or attached to each Bond.
ARTICLE VII
DELEGATION OF AUTHORITY,
SALE AND DELIVERY OF BONDS, DEPOSIT OF PROCEEDS
Section 7.01 Sale of Bonds; Deposit of Proceeds; Official Statement.
(a) The Bonds shall be sold to the Purchaser in accordance with the terms of this
Ordinance. As authorized by Chapters 1207 and 1371, Texas Government Code, as amended, the
Authorized Officer is authorized to act on behalf of the City from time to time in selling and
delivering the Bonds and in carrying out the other procedures specified in this Ordinance, the
price at which each of the Bonds will be sold, the number and designation of each series or
subseries of Bonds to be issued, the form in which the Bonds shall be issued, the years and dates
on which the Bonds will mature, the principal amount to mature in each of such years, the
aggregate principal amount of Refunded Obligations, if any, the aggregate principal amount to
be issued by the City, the rate of interest to be borne by each maturity of the Bonds, the dates,
prices and terms upon and at which the Bonds shall be subject to redemption prior to maturity at
the option of the City and shall be subject to mandatory sinking fund redemption, the designation
of the Refunded Obligations from the Schedule of Refunded Obligation Candidates attached
hereto as Schedule I, the selection of an escrow agent, verification agent and bond insurer, if any,
and all other matters relating to the issuance, sale and delivery of the Bonds and including the
refunding of the Refunded Obligations, all of which shall be specified in the Pricing Certificate;
provided that the following conditions can be satisfied:
(i) the price to be paid for the Bonds shall not be less than 90% of the
aggregate original principal amount of the Bonds plus accrued interest thereon from their
date to their delivery;
(ii) the true interest cost for the Bonds shall not be a rate greater than 3.00 %;
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(iii) the aggregate principal amount of the Bonds authorized to be issued for
the purposes described in Section 3.01 shall not exceed the maximum par amount
described in Section 3.01;
(iv) the present value savings in debt service resulting from the refunding of
the Refunded Obligations shall be at least 5.00% of the principal amount of the Refunded
Obligations, as shown by a table of calculations prepared by the City's financial advisor
and attached to the Pricing Certificate; and
(v) no Bond shall mature more than forty (40) years from the date of delivery
thereof.
(b) The Authorized Officer is authorized to, in conformity with this Ordinance,
approve the terms, conditions and specifications for the sale of the Bonds in the Notice of Sale.
The Authorized Officer is further authorized to award the sale of the Bonds to the purchaser
submitting a bid form conforming to the specification set forth in the Notice of Sale which
produces the lowest true interest cost to the City. All officers, agents and representatives of the
City are hereby authorized to do any and all things necessary or desirable to satisfy the
conditions set out therein and to provide for the issuance and delivery of the Bonds. The Initial
Bond shall initially be registered in the name of the Purchaser, as applicable, or such other entity
as may be specified in the Pricing Certificate.
(c) The authority granted to the Authorized Officer under Sections 7.01(a) and
7.01(c) shall expire on a date one year from the date of this Ordinance, unless otherwise
extended by the City by separate action.
(d) The Authorized Officer and all other officers of the City are authorized to take
such actions, to obtain such consents or approvals and to execute such documents, agreements,
certificates and receipts as they may deem necessary and appropriate in order to consummate the
delivery of the Bonds, pay the costs of issuance of the Bonds, and effectuate the terms and
provisions of this Ordinance.
(e) The form and substance of the Preliminary Official Statement and any addenda,
supplement or amendment thereto, is hereby ratified and approved, and is deemed final within
the meaning and for the purposes of paragraph (b)(1) of Rule 15c2 -12 under the Securities
Exchange Act of 1934. The City hereby authorizes the preparation of a final Official Statement
to add the terms of the Purchaser's bid and other relevant information. The use of such final
Official Statement in the reoffering of the Bonds by the Purchaser is hereby approved and
authorized. The proper officials of the City are authorized to execute and deliver a certificate
pertaining to such Official Statement as prescribed therein, dated as of the date of payment for
and delivery of the Bonds.
Section 7.02 Deposit of Proceeds; Transfer of Funds.
Proceeds from the sale of the Bonds, together with other funds of the City, if any, shall,
promptly upon receipt by the City, be applied as set out in the Pricing Certificate. Any proceeds
remaining after the accomplishment of such purposes, including interest earnings on the
investment of such proceeds, shall be deposited to the Interest and Sinking Fund.
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Section 7.03 Control and Delivery of Bonds.
(a) The Mayor is hereby authorized to have control of the Initial Bonds 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 of Public
Accounts of the State of Texas and registration with, and initial exchange or transfer by, the
Paying Agent/Registrar.
(b) After registration by the Comptroller of Public Accounts, delivery of the Bonds
shall be made to the Underwriter under and subject to the general supervision and direction of
the Authorized Officer, against receipt by the City of all amounts due to the City under the terms
of sale.
ARTICLE VIII
REPRESENTATIONS AND COVENANTS
Section 8.01 Payment of the Bonds.
On or before each date on which principal, premium, if any, or interest is due on the
Bonds, there shall be made available to the Paying Agent/Registrar, out of the Interest and
Sinking Fund, money sufficient to pay such principal, premium, if any, or interest when due.
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 to issue the Bonds; all
action on its part for the creation and issuance of the Bonds has been or will be 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.
ARTICLE IX
PROVISIONS CONCERNING FEDERAL INCOME TAX EXCLUSION
Section 9.01 General Tax Covenants.
The City intends that the interest on the Bonds be excludable from gross income for
purposes of federal income taxation pursuant to sections 103 and 141 through 150 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 the gross income, as defined in section 61 of the Code, of the holders thereof
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for the purpose of federal income taxation or (ii) result in the violation of or failure to satisfy any
applicable provision of Section 103 and 141 through 150 of the Code and the applicable
Regulations promulgated thereunder. In particular, the City covenants and agrees to comply with
each requirement of this Article IX, provided, however, that the City will not be required to
comply with any particular requirement of this Article IX if the City has received an opinion of
nationally recognized bond counsel ( "Counsel's Opinion ") that (i) such noncompliance will not
adversely affect the exclusion from gross income for federal income tax purposes of interest on
the Bonds or (ii) compliance with some other requirement will satisfy the applicable
requirements of the Code, in which case compliance with such other requirement specified in
such Counsel's Opinion will constitute compliance with the corresponding requirement specified
in this Article IX.
Section 9.02 No Private Use or Pavment and No Private Loan Financing.
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 Refunded Obligations have not been and 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 and the Regulations promulgated thereunder. 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, directly
or indirectly, with such proceeds, and take such other and further action as may be required so
that the Bonds will not be "private activity bonds" within the meaning of section 141 of the Code
and the Regulations promulgated thereunder.
Section 9.03 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 and the Regulations
promulgated thereunder, except as permitted by section 149(b)(3) of the Code and such
Regulations.
Section 9.04 Bonds are not Hedge Bonds.
The City covenants and agrees not to take any action, or knowingly omit to take any
action, and has not knowingly omitted and will not 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 and the Regulations.
Section 9.05 No- Arbitrage Covenant.
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 and the Regulations.
Moreover, 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
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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 and the
Regulations
Section 9.06 Arbitrage Rebate.
If the City does not qualify for an exception to the requirements of section 148(f) of the
Code, the City will take all necessary steps 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 issue of the City or moneys that do not represent gross proceeds of any bonds of the
City, (ii) calculate at such times as are required by the 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 the 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.
Section 9.07 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 and the Regulations.
Section 9.08 Record Retention.
The City will retain all pertinent and material records relating to the use and expenditure
of the proceeds of the Refunded Obligations and the Bonds until three years after the last Bond is
redeemed, or such shorter period as authorized by subsequent guidance issued by the Department
of 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.
Section 9.09 Registration.
The Bonds will be issued in registered form.
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Section 9.10 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
and the Regulations promulgated thereunder 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 and the Regulations promulgated
thereunder.
Section 9.11 Continuing Obligation.
Notwithstanding any other provision of this Ordinance, the City's obligations under the
covenants and provisions of this Article IX will survive the defeasance and discharge of the
Bonds for so long as such matters are relevant to the exclusion from gross income of interest on
the Bonds for federal income tax purposes.
ARTICLE X
DISCHARGE
Section 10.01 Discharge.
The Bonds may be refunded, discharged or defeased in any manner now or hereafter
permitted by applicable law.
ARTICLE XI
CONTINUING DISCLOSURE UNDERTAKING
Section 11.01 Annual Reports. (a) The City shall provide annually to the MSRB, (i)
within six (6) months after the end of each Fiscal Year of the City ending in or after 2016,
financial information and operating data with respect to the City of the general type included in
the Official Statement under Tables 1 through 7 and Tables 9 through 20, and including financial
statements of the City if audited financial statements of the City are then available, and (ii) if not
provided as part such financial information and operating data, audited financial statements of
the City, when and if available. Any financial statements so to be provided shall be (i) prepared
in accordance with the accounting principles described in the rules to the financial statements for
the most recently concluded Fiscal Year, or such other accounting principles as the City may be
required to employ, from time to time, by State law or regulation, 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 12
months after any such fiscal year end, then the City shall file unaudited financial statements
within such 12 -month period and audited financial statements for the applicable fiscal year, when
and if the audit report on such financial statements becomes available.
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(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), if it
available to the public on the MSRB's Internet website or has been filed with the SEC. The
financial information or operating data shall be provided in an electronic format as prescribed by
the MSRB.
Section 11.02 Event Notices.
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:
(1) Principal and interest payment delinquencies;
(2) Non - payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices 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;
(7) Modifications to rights of the holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds,
if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar event of the City;
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#5193171.3
Note to paragraph 12: For the purposes of the event identified in
paragraph 12 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.
(13) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, 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; and
(14) Appointment of successor or additional paying agent/registrar or the
change of name of a paying agent/registrar, if material.
The City shall provide to the MSRB, in an electronic format as prescribed by the MSRB,
in a timely manner, notice of a failure by the City to provide financial information and operating
data in accordance with Section 11.01. All documents provided to the MSRB pursuant to this
section shall be accompanied by identifying information as prescribed by the MSRB.
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 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.
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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 WITH 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 Order for purposes of any other provisions
of this Order.
(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 (1) 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 (2) either (A) the Owners of a majority in aggregate principal
amount (or any greater amount required by any other provisions of this Order 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 City may also repeal or amend the provisions of this Section if the SEC amends or
repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, and the City also may amend the provisions of this
Section in its discretion in any other manner or circumstance, but in either case only if and to the
extent that the provisions of this sentence would not have prevented an underwriter from
lawfully purchasing or selling the Bonds in the primary offering of the Bonds, giving effect to (a)
such provisions as so amended and (b) any amendments or interpretations of the Rule. If the
City so amends the provisions of this Article, the City shall include with any amended financial
information or operating data next provided in accordance with this Article 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
APPROVAL OF ESCROW AGREEMENT AND RELATED PROVISIONS
Section 12.01 Subscription for Securities.
The Authorized Officer is authorized to make necessary arrangements for and to execute
such documents and agreements in connection with the purchase of the Escrow Securities
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required by and referenced in the Escrow Agreement, if any, as may be necessary for the Escrow
Fund and the application for the acquisition of the Escrow Securities is hereby approved and
ratified.
Section 12.02 Appointment of Escrow Agent; Approval of Escrow Agreement; Deposit
with Paying Agent for Refunded Bonds.
The Bank of New York Mellon Trust Company, N.A. is hereby appointed as the Escrow
Agent for the Bonds, if any. The Authorized Officer is hereby authorized to execute and deliver,
or cause the execution and delivery by the Mayor or Mayor Pro Tern and the City Clerk of the
City, an Escrow Agreement, having such terms and provisions as are approved by the Authorized
Officer as evidenced by his execution thereof or the execution thereof by other appropriate City
officials. Alternatively, the Authorized Officer may elect to deposit directly with the paying
agent for the Refunded Obligations the proceeds of the Bonds, together with other available
funds, in an amount sufficient to provide for the payment or redemption of the Refunded
Obligations.
Section 12.03 Redemption and Defeasance of Refunded Obligations.
Following the deposit to the Escrow Fund or with the paying agent/registrar for the
Refunded Obligations, the Refunded Obligations shall be payable solely from and secured by the
cash and securities on deposit in the Escrow Fund or such other fund held by the paying
agent/registrar for the Refunded Obligations for the purpose of refunding the Refunded
Obligations and shall cease to be payable from ad valorem taxes. The Refunded Obligations are
hereby called for redemption prior to maturity on the dates and at the redemption prices set forth
in the Pricing Certificate. The City Clerk is hereby authorized and directed to cause to be
delivered to the paying agent/registrar for the Refunded Obligations a certified copy of this
Ordinance and a copy of the Pricing Certificate calling the Refunded Obligations for redemption.
The delivery of this Ordinance and the Pricing Certificate to the paying agent/registrar for the
Refunded Obligations shall constitute the giving of notice of redemption to the paying
agent/registrar for the Refunded Obligations, and such paying agent/registrar is hereby
authorized and directed to give notice of redemption to the owners and to the insurers of the
Refunded Obligations, if applicable, in accordance with the requirements of the respective
ordinances authorizing the issuance thereof.
ARTICLE XIII
MISCELLANEOUS
Section 13.01 Changes to Ordinance. The City Attorney or Bond Counsel is hereby
authorized to make 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 Related Matters. To satisfy in a timely manner all of the City's
obligations under this Ordinance, the Mayor, the City Manager, the Finance Director, the City
Clerk and all other appropriate officers and agents of the City are hereby authorized and directed
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to do any and all things necessary and/or convenient to carry out the terms and purposes of this
Ordinance.
Section 13.03 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.
Section 13.04 Severability and Savings. 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 13.05 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 13.06 Force and Effect. This Ordinance shall be in full force and effect from
and after its final passage, and it is so ordained.
[Execution Page Follows]
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INTRODUCED, READ and PASSED by the affirmative
City of Baytown this the 26th day of May, 2016.
S
ATT ST:
LETICIA BRYSCH, City Nrk
APPROVED AS TO FORM:
NACIO RAMIREZ, SR., ' y Attorney
Signature Page to
City of Baytown Ordinance No.
#5193171.3
of the City Council of the
DONCARLOS,
n
N y
OF
SCHEDULEI
SCHEDULE OF REFUNDED OBLIGATION CANDIDATES
Combination Tax and Revenue Certificates of Obligation, Series 2006B
Combination Tax and Revenue Certificates of Obligation, Series 2008
General Obligation Bonds, Series 2008
Schedule I
#5193171.3
EXHIBIT A
FORM OF PRICING CERTIFICATE
PRICING CERTIFICATE
Re: City of Baytown, Texas General Obligation Refunding Bonds, Series 2016 (the "Bonds ")
I, the undersigned [City Manager /Mayor /Director of Finance] of the City of Baytown,
Texas (the "City "), do hereby make and execute this Pricing Certificate pursuant to an ordinance
adopted by the City Council of the City on May 26, 2016 (the "Ordinance ") authorizing the
issuance of the Bonds. Capitalized terms used in this Pricing Certificate shall have the meanings
given such terms in the Ordinance.
A. Pursuant to the delegation contained in Section 7.01 of the Ordinance, the sale of
the Bonds is hereby awarded to (the "Purchaser ") as the bidder submitting a
bid form conforming to the specification set forth in the Notice of Sale which produces the
lowest true interest cost to the City. The terms of the sale are hereby determined to be in the
City's best interests. The approved bid form is attached hereto as Exhibit A.
B. The Bonds shall be designated as the "City of Baytown, Texas General Obligation
Refunding Bonds, Series 2016" and shall be issued in the aggregate principal amount of
C. The Closing Date of the Bonds is scheduled for 52016.
D. The sale of the Bonds at the purchase price plus accrued interest to the Closing
Date stated below is hereby approved, subject to the terms of the Notice of Sale.
PRINCIPAL AMOUNT
BID PREMIUM
PURCHASE PRICE
E. The Refunded Obligation Candidates to be refunded with a portion of the
proceeds of the Bonds are set forth in Exhibit B hereto. The Refunded Obligations are hereby
called for redemption on redemption dates specified in Exhibit B. The Refunded Obligations
shall be redeemed at a redemption price equal to the principal amount thereof plus interest
accrued thereon to the redemption date therefor.
F. As shown in the savings scheduled attached hereto as Exhibit C, the refunding of
the Refunded Obligations results in a net present value debt service savings of approximately
% of the principal amount of the Refunded Bonds.
G. The Bonds shall bear interest from the Closing Date. The Bonds shall mature on
February 1 in each of the years, in the principal amounts and shall bear interest at the per annum
rates set forth in the following schedule:
Exhibit A to Ordinance
#5193171.3
Stated Principal Interest Stated Principal
Maturity Amount Rate Maturity Amount
Interest
Rate
H. The Bonds are subject to optional redemption as set forth in Article IV of the
Ordinance.
I. [Bonds maturing on February 1, 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 1, 20
Redemption Date Principal Amount
February 1, 20_ $
February 1, 20_ (Maturity) $
The Paying Agent/Registrar will select for redemption 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
forty -five (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.]
J. The undersigned does hereby find, certify and represent that the foregoing terms
of the Bonds satisfy the parameters contained in Sections 3.01 and 7.01 of the Ordinance.
Exhibit A to Ordinance
#5193171.3
K. The proceeds of the Bonds [and other available funds of the City] shall be applied
as follows:
(i) the amount of $ consisting of $ principal
amount of Bond proceeds, plus $ premium received from the sale of the
Bonds, [plus available funds from the City in the amount of $ ,] shall be
used to pay the redemption price of the Refunded Obligations;
(ii) premium received from the sale of the Bonds in the amount of
$ shall be used to pay the costs of issuance; and
(iii) any amounts remaining after accomplishing the above described purposes
shall be deposited to the Interest and Sinking Fund.
L. Grant Thornton LLP is hereby appointed as the verification agent.
M. [The purchase of Escrow Securities from is hereby approved.]
N. [Insurance Provisions]
O. 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.
[Signature Page Follows]
Exhibit A to Ordinance
#5193171.3
This Pricing Certificate for the City of Baytown, Texas, General Obligation Refunding
Bonds, Series 2016, is executed on the day of 12016.
Authorized Officer
City of Baytown, Texas
Signature Page to Pricing Certificate
City of Baytown, Texas General Obligation Refunding Bonds, Series 2016
Exhibit A to Ordinance
#5193171.3
EXHIBIT A
WINNING BID FORM
[Attached]
Exhibit A to Ordinance
#5193171.3
EXHIBIT B
SCHEDULE OF REFUNDED OBLIGATIONS
Exhibit A to Ordinance
#5193171.3
EXHIBIT C
SCHEDULE OF SAVINGS
Exhibit A to Ordinance
#5193171.3