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Ordinance No. 2,531id ORDINANCE NO. 2531 80914 -1 AN ORDINANCE APPROVING A RESOLUTION OF THE BAYTOWN AREA WATER AUTHORITY WHICH AUTHORIZES THE ISSUANCE OF "BAYTOWN AREA WATER AUTHORITY WATER SUPPLY CONTRACT REVENUE BONDS (CITY OF BAYTOWN, TEXAS PROJECT) SERIES 1978 "; ACCEPTING THE TERMS AND CONDITIONS OF SUCH RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council (the "Council ") of the City of Baytown (the "City ") has entered into a Water Supply Contract -- Treated Water, dated January 31, 1977 (the "Con- tract"), with the Baytown Area Water Authority (the "Authority "); and WHEREAS, pursuant to Chapter 600, Acts of the 63rd Legislature of the State of Texas, Regular Session, 1973 '(the "Authority Act "), and the Contract, the Authority now proposes to issue its bonds styled "Baytown Area Water Authority Water Supply Contract Revenue Bonds (City of Baytown, Texas Project) Series 1978" (the "Bonds "); and WHEREAS, the Authority Act and the Contract require that the Council must approve the Bonds and a substantial draft of the resolution authorizing issuance of the Bonds (the "Bond Resolution ") prior to issuance of the Bonds and adoption of the Bond Resolution. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That a substantial draft of the Bond Resolution has been submitted to the Council, a copy of which is attached hereto as Exhibit "A" and made a part hereof. The Bond Resolution, including the terms and conditions thereof, is hereby approved, and the Bonds are hereby approved and autho- rized to be issued pursuant to the Bond Resolution. Section 2. That this Ordinance shall take effect from and after its passage by the Council. INTRODUCED, READ, AND PASSED by the affirmative vote of the Council this 14th of September, 1978. Emmett 0. Hutto, Mayor ATTEST: Eileen P. Hall, City Clerk APPROVED: Scott Bounds, City Attorney E X H I B I T "A" 80914 -1a. 80914 -1b RESOLUTION AUTHORIZING ISSUANCE OF BAYTOWN AREA WATER AUTHORITY WATER SUPPLY CONTRACT REVENUE BONDS (CITY OF BAYTOWN, TEXAS PROJECT) SERIES 1978 THE STATE OF TEXAS § COUNTIES OF HARRIS AND CHAMBERS § BAYTOWN AREA WATER AUTHORITY § WHEREAS, the Baytown Area Water Authority (here- inafter called the "Authority ") was organized, created, and established pursuant to Chapter 600, Acts of the 63rd Legis- lature of the State of Texas, Regular Session, 1973 (herein- after called the "Authority Act "); WHEREAS, the Authority has the right, power, and authority to enter into contracts of not exceeding 40 years duration -with persons, corporations (public or private), municipal corporations, including the City of Baytown (hereinafter called "Baytown "), political subdivisions of the State of Texas, and others, on such terms and conditions as the.Board of Directors of the Authority (hereinafter called the "Board ") may deem desirable, fair, and advan- tageous for the performance of its rights, powers, and authorities under the Authority Act, including the right, power, and authority to acquire surface and /or underground water supplies from sources both within and without the boundaries of the Authority and to conserve, store, trans- port, treat, purify, distribute, sell, and deliver water, both surface and underground, to such persons and other parties within the boundaries of the Authority; WHEREAS, the Authority has entered into a "Whole- sale Water Supply Contract - Untreated Water," dated as of November 1, 1976, with -the City of Houston (hereinafter called "Houston "), for the purchase of quantities of un- treated surface water from Houston (hereinafter called the "Houston Contract "); WHEREAS,,the Authority has also entered into a "Water Supply Contract - Treated Water," dated January 31, 1977, with Baytown for the sale and delivery of treated t water to Baytown (hereinafter called the "Baytown Contract ") which was approved at an election within Baytown on Janu- ary 15, 1977; WHEREAS, on April 21, 1977, the City Council of Baytown, by its Ordinance No. 2211, approved a Resolution Authorizing Issuance of Baytown Area Water Authority Water Supply Contract Revenue Bonds (City of Baytown, Texas Project), Series 1977 (hereinafter called the 111977 Bond Resolution "); and WHEREAS, in accordance with the Baytown Contract, the Authority has duly authorized, sold, and delivered that issue of "Baytown Area Water Authority Water Supply Contract Revenue Bonds (City of Baytown, Texas Project), Series 197711, dated May 1, 1977, in the aggregate principal amount of $1,250,000 (hereinafter called the "Series 1977 Bonds ") pursuant to the 1977 Bond Resolution adopted by the Board on April 21, 1977 for the purpose of acquiring funds to make, purchase, construct, lease, or otherwise acquire certain water supply, treatment, and distribution facilities defined as the "Project" in the Baytown Contract (hereinafter some- times called the "Project "), and the Series 1977 Bonds are the only bonds ever issued by the Authority; N 80914 -1c WHEREAS, pursuant to law and the 1977 Bond Reso- lution, the Authority is authorized to issue, upon the re- quest of Baytown, additional parity bonds in such amounts as are required for the purpose of acquiring funds to (i) complete making, purchasing, constructing, leasing, or ac- quiring the Project; (ii) enlarge, expand, or modify the Project; (iii) reconstruct the Project; or (iv) refund any bonds, which additional bonds, when issued and delivered, shall be payable from and secured by a first lien on and pledge of the Pledged Revenues (hereinafter defined) (which shall include additional payments sufficient to enable the Authority to comply with all terms and conditions of the 1977 Bond Resolution with respect to the issuance of such additional bonds), in the same manner and to the same extent as any previously outstanding Series 1977 Bonds; and all of the Series 1977 Bonds and any such additional bonds shall in all respects be on a parity and of equal dignity; WHEREAS, Section 13(b) of.the 1977 Bond Reso- lution provides that no such installment or series of additional bonds shall be issued unless: (i) A certificate is executed by the President and Secretary of the Board to the effect that no default exists in connection with any covenants or requirements of any outstanding Series 1977 Bonds, and that the Debt Service Fund contains the amount then required to be on deposit therein; (ii) Baytown is not in default with respect to any series of bonds or other debt issued by it; and (iii) The principal of and interest on any such installment or series of Additional Bonds are payable on the same semiannual interest dates and annual principal dates as the Outstanding Bonds, and such requirements can be met; WHEREAS, it is necessary to issue additional bonds at this time to complete the making, purchasing, constructing, leasing, or acquiring of the Project; WHEREAS, on , the City Council of Baytown, by its Ordinance No. , approved the lam' issuance of the bonds authorized to be issued hereby (here- inafter defined as the "Series 1978 Bonds ") and the terms and conditions of this Resolution (hereinafter called the "Resolution ") ; WHEREAS, this preamble shall constitute an inte- gral part of this Resolution; and WHEREAS, the Board, having taken all action neces- sary to be done prior to the issuance of the Series 1978 Bonds, now deems it necessary and advisable to do so. IT IS, THEREFORE, RESOLVED BY THE BOARD OF DIREC- TORS OF THE BAYTOWN AREA WATER AUTHORITY THAT: Section 1. Designation, Amount, and Purpose of the Bonds. The Authority's negotiable bonds are hereby authorized to be issued in the aggregate principal amount of Eleven Million Eight Hundred Fifty Thousand Dollars ($11,850,000) to be called "Baytown Area.Water Authority Water Supply Contract Revenue Bonds (City of Baytown, Texas Project) Series 1978" (hereinafter called the "Series 1978 Bonds ") 2. for the purpose of acquiring funds to purchasing, constructing, leasing, or treatment, and distribution facilities ject" in the Baytown Contract. 80914 -1d complete making, acquiring water supply, defined as the. "Pro - Section 2. Date, Denomination, Numbers, and Maturities of the Series 1978 Bonds. The Series 1978 Bonds shall be dated September 10 1978, shall be in the denomination of $5,000 each, shall be numbered consecutively from one upward, and shall mature serially on the first day of May in each of the years and in the amounts, respectively, as set forth in the following schedule, unless theretofore called for redemption as provided in this Resolution: Years of Annual Principal Years of Maturity Amounts Maturity Annual Principal Amounts 1981 $125,000 1991 $500,000 1982 125,000 1992 675,000 1983 150,000 1993 750,000 1984 150,000 1994 825,000 1985 175,000 1995 900,000 1986 225,000 1996 975,000 1987 275,000 1997 1,050,000 1988 350,000 1998 1,150,000 1989 400,000 1999 1,250,000 1990 450,000 2000 11350,000 Section 3. Interest on the Series 1978 Bonds. The Series 1978 Bonds shall bear interest from the date thereof to their scheduled maturities or redemption at the rates of interest, as set forth in the following schedule, payable on May 1, 1979, and semiannually thereafter on November 1 and May 1 of each year while the Series 1978 Bonds are outstanding: Years of Interest Years of Interest Maturity Rates Maturity Rates 1981 1991 1982 1992 1983 1993 1984 1994 1985 1995 1986 1996 1987 1997 1988 1998 1989 1999 1990 2000 Such interest shall be evidenced by interest coupons which shall initially appertain to the Series 1978 Bonds and shall be payable in the manner provided in the FORM OF SERIES 1978 BOND set forth in Section 5 hereof. Section 4. General Characteristics and Execution of the Series 1978 Bonds. The Series 1978 Bonds and the interest coupons appertaining thereto shall be issued, shall be payable, may be redeemed prior to their scheduled matur- ities, shall have the characteristics, and shall be signed, executed, (and the Series 1978 Bonds shall be sealed), all as provided and in the manner indicated in the FORM OF SERIES 1978 BOND set forth in Section 5 hereof. In case any officer of the Authority whose facsimile signature shall appear on the Series 1978 Bonds or coupons shall cease to be such officer, such facsimile signature shall nevertheless be as valid and sufficient for all purposes as if such officer had remained in office until delivery of such Series 1978 Bonds. 3. la 80914 -1e Section 5. Form of the Series 1978 Bonds. The Form of the Series 1978 Bonds, incluaing the form of Regis- tration Certificate of the Comptroller of Public Accounts of the State of Texas to be printed and endorsed on each of the Series 1978 Bonds and the form of the interest coupons which shall appertain and be initially attached to each of the Series 1978 Bonds shall be, respectively, substantially as follows, with necessary and appropriate variations, omis- sions, and insertions as permitted or required by this Resolution: NO. FORM OF THE SERIES 1978 BOND: United States of America State of Texas $5,000 BAYTOWN AREA WATER AUTHORITY WATER SUPPLY CONTRACT REVENUE BOND (CITY OF BAYTOWN, TEXAS PROJECT) SERIES 1978 ON May 1, , the BAYTOWN AREA WATER AUTHORITY (the "Authority "), for value received, hereby promises to pay to the bearer hereof the principal amount of FIVE THOUSAND DOLLARS and to pay interest thereon, from the date hereof to matu- rity or redemption, at the rate of % per annum, evi- denced by interest coupons payable on May 1, 1979, and semiannually thereafter on November 1 and May 1 of each year while this Bond is outstanding; provided, however, that such principal and interest are payable solely from the sources and in the manner herein provided, and from no other source. THE PRINCIPAL of this Bond and the interest cou- pons appertaining hereto shall be payable to the bearer, in lawful money of the United States of America, without ex- change or collection charges to the bearer, upon presenta- tion and surrender of this Bond or proper interest coupon, as the case may be, at the following, which shall be the Paying Agent (the "Paying Agent ") for this series of Bonds: CITIZENS BANK & TRUST CO. OF BAYTOWN BAYTOWN-,, TEXAS The Authority may at any time or from time to time, with the approval of the City of Baytown, Texas ( "Baytown "), appoint one or more other Paying Agents for the Bonds (hereinafter defined) in the manner and subject to the conditions set forth in the Resolution (hereinafter defined). THIS BOND is one of a series of Bonds dated as of September 11 1978 (the "Bonds "), authorized and issued in the aggregate principal amount of $11,850,000 for the purpose of acquiring funds to complete making, purchasing, constructing, leasing, or acquiring certain water'supply, treatment, and distribution facilities defined as the "Project" in the Water Supply Contract - Treated Water, dated January 31, 1977 (the "Contract "), between the Authority and Baytown and approved at an election within Baytown on January 15, 1977. THE BONDS are additional parity revenue bonds as defined and permitted in the resolution adopted by the Board. of Directors of the Authority on April 21, 1977 (the "1977 Bond Resolution ") authorizing the issuance of that issue of "Baytown Area Water Authority Water Supply Contract Revenue Bonds (City of Baytown, Texas Project), Series 1977 ", dated 4. id N ) 80914 -1f April 1, 1977, in the original principal amount of $1,250,000 (the "Series 1977 Bonds "). IN THE CONTRACT and pursuant to Ordinance No. 78- of the City Council of Baytown, in which Baytown approved the issuance of the Bonds and the terms and conditions of the resolution of the board of directors of the Authority (the "Board "), dated , authorizing the issuance of the Bonds (the "Resolution "), Baytown has agreed and is unconditionally obligated to make payments of Pledged Revenues into the "Baytown Area Water Authority Water Supply Contract Revenue Bonds (City of Baytown, Texas Project) Series 1978 - Debt Service Fund" (the "Debt Service Fund ") kept by the Paying Agent, all as defined. in the Resolution, in addition to and on a parity with payments to be made with respect to the Series 1977 Bonds. The principal of and interest on this Bond, and other Bonds of the series of which it is a part (equally, ratably, and in all manner on a parity with the Series 1977 Bonds), are payable solely from, and secured by a first lien on and pledge of, the payments of Pledged Revenues or, in certain instances as described in the Reso- lution, from amounts attributable to the proceeds of the Bonds, as hereinafter described. Pursuant to the Contract, Pledged Revenues include the payments for treated water to be made by Baytown to the Paying Agent for deposit into the Debt Service Fund and pledged in the Resolution for payment of the principal and interest on the Bonds issued pursuant to the terms of the Contract, the source of which shall include any and all available sources that Baytown may pledge toward such payments, including gross revenues of its waterworks and sanitary sewer system. THE HOLDER HEREOF shall never have the right to demand payment of this obligation from moneys derived or to be derived by taxation or any other revenues of the Authority other than the Pledged Revenues as described in this Bond or, in certain instances as described in the Resolution, from amounts attributable to proceeds of the Bonds. Except for the lien on and the assignment and pledge of the Pledged Revenues, neither the Project nor any other property of Baytown or of the Authority is encumbered by any lien for the benefit of the holder of this Bond. The Bonds of this series are special obligations payable as aforesaid and shall not be considered as general obligations of the governing body of the Authority, the Authority, the State of Texas, or any municipalities or subdivisions thereof. No entity other than the Authority is obligated, directly, indirectly, or contingently, to pay the*Bonds of this series from any other source whatsoever. ON NOVEMBER 1, 1993, or on any interest payment date thereafter, any outstanding Bonds of this series may be redeemed prior to their scheduled maturities, in whole or in part, as instructed by Baytown, upon written notice of the exercise of the option to redeem delivered by Baytown to the Authority and the Paying Agent, for a price equal to the principal amount of the Bonds to be redeemed plus unpaid accrued interest to the date fixed for redemption. The Paying Agent shall cause a written notice of any redemption to be published at least once during each week for at least two consecutive weeks, each publication to be made in a newspaper of general circulation in Houston, Texas, with the first of such publications being at least 30 days prior to the date fixed for redemption. If, because of temporary or permanent suspension of the publication or general circulation of any such newspapers, it is impossible or impracticable to publish such notice in the manner provided herein, then such publication in lieu thereof as shall be made with the approval 5. 80914 -1g of the Paying Agent shall constitute a sufficient publi- cation of a notice. By the date fixed for any such re- demption, due provision shall be made with the Paying Agent for the payment of the principal amount of the Bonds which are to be redeemed, plus accrued interest thereon to the date fixed for redemtion. If such written notice of redemp- tion is published, the Bonds called for redemption shall become due and payable on the date fixed for redemption, and, if due provision for such payment is made, all as provided above, the Bonds which are to be redeemed thereby shall automatically be deemed to have been redeemed prior to their scheduled maturities; shall not bear interest after the date fixed for redemption; and shall not be regarded as being outstanding except for the right of the bearer to receive the funds provided for such payment. Upon pre- sentation and surrender of such Bonds to the Paying Agent, together with all coupons appertaining thereto maturing after such redemption date, such Bonds shall be paid. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the bank of the Paying Agent is located are authorized by law or executive order to close and on which the bank of the Paying Agent is closed, then the date for such payment shall be the next succeeding day which is not such a day; payment on such date shall have the same force and effect as if made on the original date of payment; and no interest shall accrue from the original date of payment to such date. THIS BOND shall be exchangeable or transferable by delivery. The principal of this Bond shall be payable upon presentation and surrender of this Bond to the Paying Agent. The bearer of this Bond and the bearer of any coupon hereunto appertaining may be deemed and regarded by the Paying Agent as the absolute owner for all purposes, including payment and discharge of liability upon such Bond or coupon to.the extent of such payment, and the Paying Agent shall not be affected by notice to the contrary. This Bond and the interest coupons appertaining hereto shall at all times be negotiable instruments within the meaning of the Texas Uniform Commercial Code, as amended. IT IS HEREBY certified and convenanted that this Bond has been duly and validly authorized, issued, and de- livered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to Or- in the authorization, issuance, and delivery of this Bond have been performed, existed, and have been done in ac- cordancewith law; and that this Bond is a special revenue obligation of the Authority, with the principal and interest on this Bond being payable solely from, and secured by a lien on and pledge of, the payments of Pledged Revenues to be made by Baytown or, in certain instances as described in the Resolution, from amounts attributable to the proceeds of the Bonds. THE AUTHORITY has reserved the right, subject to the restrictions stated in the Resolution, to issue addi- tional parity revenue bonds ( "Additional Bonds ") which also may be made payable from, and be secured, equally and ratably with the outstanding Series 1977 Bonds and the Bonds, by a lien on and pledge of the Pledged Revenues, all in accordance with the terms of the Resolution, as the same may be amended as provided therein, to acquire funds (a) to complete making, purchasing, constructing, leasing, or acquiring the Project, (b) to enlarge, expand, or modify the Project, (c) to reconstruct the Project, or (d) to refund any of the Series 1977 Bonds, the Bonds, or any Additional Bonds. Such Additional Bonds may be issued in one or more series, in various principal 6. W amounts, to mature at different different rates, to be payable i redeemable prior to maturity on and to contain other provisions resolution or resolutions of th e Additional Bonds may be issued. 80914 -1h times, to bear interest at n such installments, to be whatever terms or prices, as may be provided in any Board whereunder such THE AUTHORITY has also reserved the right to amend the Resolution with the prior written consent of Baytown and with the approval in certain circumstances of the holders of two- thirds (2/3) in aggregate principal amount of the outstanding bonds who are materially adversely affected by such amendment; provided, however, that, without the consent of the holder of each outstanding bond affected thereby, the Resolution shall not be amended so as to permit: (a) the reduction of the portion of bonds the consent of the holders of which is. required for any waiver, modification, or alteration; (b) the extension of the time or times of payment of the principal of and interest on the bonds, or the reduction in the principal amount thereof or in the rate of interest thereon or any other modification in the terms of payment of the principal of or interest on the bonds; (c) the creation by the Authority of any lien ranking prior to or on a parity with the lien of the Bonds (other than with respect to Additional Bonds); (d) the giving of any preference of'any bond over any other bond; or (e) the extension of any waiver of default to subsequent defaults. IN WITNESS WHEREOF, this Bond and the interest coupons appertaining hereto have been signed with the facsimile signature of the President of the Board, and countersigned with the facsimile signature of the Secretary of the Board, and the official seal of the Authority has been duly impressed, or placed in facsimile, on this Bond. xxxxxxxxxxxxxxxxxxxxxxx Secretary, Board of Directors (AUTHORITY'S SEAL) xxxxxxxxxxxxxxxxxxxxx President, Board of Directors FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE: OFFICE OF THE COMPTROLLER OF PUBLIC REGISTER NO. ACCOUNTS OF THE STATE OF TEXAS f I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that this Bond has been examined, certified as to validity, and ap- proved by the Attorney General of the State of Texas, and further that this Bond has been registered by the Comp- troller of Public Accounts of the State of Texas. WITNESS my signature and seal this (COMPTROLLER'S SEAL) xxxxxxxxxxxxxxxxxxxxxxxxxx Comptroller of Public Accoun s of the State of Texas FORM OF INTEREST COUPON: No. $ ON BAYTOWN AREA WATER AUTHORITY promises to pay to the bearer, but solely from the sources described in the Bond to which this interest coupon apper- tains, the amount shown on this interest coupon, in lawful 7. 80914 -1i money of the United States of America (without exchange or collection charges to the bearer), unless due provision has been made for the redemption prior to the scheduled maturity of the Bond to which this interest coupon appertains, upon presentation and surrender of this interest coupon at CITIZENS BANK & TRUST CO. OF BAYTOWN, BAYTOWN, TEXAS, such amount being interest coming due on such day in respect of the Bond bearing the number hereinafter designated of that issue styled BAYTOWN AREA WATER AUTHORITY WATER SUPPLY CONTRACT REVENUE BONDS (CITY OF BAYTOWN, TEXAS PROJECT) SERIES 1978 dated"September 1, 1978. The holder hereof shall never have the right to demand payment of this obli- gation out-of any money derived or to be derived by taxation or any other.revenues of the Authority other than the sources described in the Bond to which this coupon appertains. Bond No. Secretary, Board of Directors President, Board of Directors Section 6. Definitions. In addition to the other terms and phrases defined herein, the following terms shall have the following meanings: Bonds -- Bonds issued by the Authority, including the Series 1977 Bonds, the Series 1978 Bonds, and Additional Bonds, as described in Section 13, (1) which, together with the interest thereon, are to be paid from the pay- ments of Pledged Revenues and (2) which have been issued and sold to acquire funds to (a) make, purchase, construct, lease, or otherwise acquire the Project, (b) complete such making, purchasing, constructing, leasing, or acquiring, (c) enlarge, expand, or modify the Project, (d) reconstruct the Project, or (e) refund any Bonds. Bondholder -- The holder of any Bond and, when used with respect to any coupon, the holder thereof. Costs of the Project -- The costs incurred or to be incurred by the Authority or Baytown with respect to the acquisition of the Project, whether incurred prior to or after the date of the Baytown Contract and including, but not limited to, the following items: (1) Obligations for labor, materials, services, and equipment; (2) Costs of any bonds and insurance the cost of which is not otherwise provided for; (3) Costs of engineering services, including costs for preliminary design and development work, test borings, surveys, estimates, plans and specifications, super- vising construction, and performing all other duties required by or consequent upon proper construction; (4) Expenses incurred in connection with the issuance and sale of the Bonds, including without limitation (a) fees and 8. 80914 -1 j expenses of accountants, auditors, attorneys, underwriters, engineers, and financial advisors, (b) materials, supplies, printing, and engrav- ing, (c) recording and filing fees, (d) rating agency fees, and (e) initial fees and expenses of a trustee, if any; (5) Costs required to be paid under the terms of any contract or contracts in connec- tion.with the Project; (6) Sums required to reimburse the Authority or Baytown for advances made by either of them for any of the above items, including fees of any kind for any other cost incurred, including expenses for organization of the Authority, overhead expenses, and expenses for any work done by either the Authority or Baytown which are properly chargeable to the Project; and (7) Costs of all other items related to the acquisition of the Project. Houston Contract -- The Wholesale Water Supply Contract - Untreated Water, dated as of November 1, 1976, between the Authority, as buyer, and the City of Houston, Texas, as seller. Outstanding Bonds -- At any date as of which the amount of Outstanding Bonds is to be determined, the aggregate of all Bonds, except the following: (1) Bonds cancelled or delivered to the Paying Agent for cancellation at or prior to such date; (2) Bonds for the full payment of the principal of and interest on which cash shall have been theretofore deposited with the Pay- ing Agent and which (a) shall have matured by their terms, or otherwise shall have become payable, but shall not.have been rendered for payment or (b) shall have been purchased by the Authority but shall not have been presented for payment; and (3) Bonds in exchange for or in lieu of which other Bonds have been delivered under this Resolution. Paying Agent -- Any person named herein or in accordance herewith to pay the principal of and interest on any of the Bonds, one of which shall be Citizens Bank & Trust Co. of Baytown, Baytown, Texas, and any successor Paying Agent. Pledged Revenues -- The payments to be made by Baytown to the Authority for treated water and pledged herein for payment of'the principal of and interest on the Bonds issued pursuant to the terms of the Baytown Contract, the source of which shall include any and all available sources that Baytown may pledge toward such payments, including gross revenues of its waterworks and sanitary sewer system. Project -- The property, works, facilities, and improvements (whether previously existing or to be made, constructed, or acquired), within or with- out the boundaries of the Authority, necessary (1) to acquire surface water supplies from sources both 9. IM 80914 -1k within and without the boundaries of the Authority, including particularly the sources provided by the Houston Contract; (2) to conserve, store, transport, treat, and purify untreated water purchased by the Authority pursuant to the Houston Contract; and (3) to distribute, sell, and deliver treated water to Baytown pursuant to the terms of the Baytown Contract. The Project will consist of (1) property, works, facilities, and improvements to accept untreated water at a point of delivery pursuant to the Houston Contract; (2) pipelines and canals; (3) a reservoir and /or forebay between such point of delivery and the Authority's treatment facilities; and (4) certain water treatment facilities as may be revised pursuant to the Baytown Contract. . Section 7. Pledge; Special Obligations. (a) The Series 1978 Bonds and the interest coupons appertaining thereto shall be payable from, and secured by an irrevocable first lien on and pledge of, the Pledged Revenues or, in certain instances as described in Section 8, from amounts attributable to the proceeds of the Series 1978 Bonds. The Pledged Revenues are further pledged irrevocably to the establishment and maintenance of the Debt Service Fund. (hereinafter defined) at the Paying Agent. (b) The Series 1978 Bonds and the interest coupons appertaining thereto shall be special obligations of the Authority payable solely from the sources described above, and no holder of any Series 1978 Bonds shall ever have the right to demand payment of the Series 1978 Bonds and interest coupons from funds derived or to be derived by taxation or any revenues of the Authority other than those pledged in the preceding subsection. The Series 1978 Bonds shall not be considered general obligations of the governing body of the Authority, the Authority, the State of Texas, or any municipality or subdivision thereof. No entity other than the Authority is obligated, directly, indirectly, or contingently, to pay the Series 1978 Bonds from any other source whatsoever. Section 8. Project Fund; Investment Thereof. (a) Immediately after the sale and delivery of the Series 1978 Bonds, the Authority shall deposit into a separate and special "Baytown Area Water Authority Water Supply Contract Revenue Bonds (City of Baytown, Texas Project) Series 1978 - Project Fund" (the "Project Fund "), which is hereby created and shall be established at one of the Authority's official depositories, an amount equal to the principal amount of the Series 1978 Bonds less underwriter's discount, if any. The Project Fund shall be established, drawn on, and used by the Authority to pay the eligible Costs of the Project. (b) Any moneys held as a part of the Project Fund shall, at the direction of Baytown, be invested and reinvested pursuant to the Authority Act and in accordance with the laws of the State of Texas, subject to the provisions of Section 17 hereof. All interest and realized profit from such investment may be transferred to and deposited in the Debt Service Fund (hereinafter defined) if so directed by the Authority. All losses resulting from such investment will be charged against the Project Fund. Any obligation in which such money is so invested shall be kept and held safely and shall be sold and the proceeds of the sale applied so as to make promptly all payments required to be made. �- (c) After completion of the Project, any surplus moneys remaining in the Project Fund (other than funds required to provide for the payment of the Costs of the Project not then due and payable or the liability for the 10. r" 80914 -11 payment of which is being contested or disputed) shall, at such time or as soon thereafter as possible, be deposited in the Debt Service Fund (hereinafter defined). Any moneys retained in the Project Fund by the Authority for the payment of Costs of the Project not then due and payable, or the liability for the payment of which is being contested or disputed and which shall thereafter become available, shall be applied in accordance with the provisions of the preceding sentence. Section 9. Debt Service Fund; Investment Thereof. (a) Immediately after the sale and delivery of the Series 1978 Bonds, the Authority shall deposit into a separate and special trust fund called the "Baytown Area Water Authority Water Supply Contract Revenue Bonds (City of Baytown, Texas Project) Series 1978 - Debt Service Fund" (the "Debt Service Fund "), which is hereby created and shall be established by the Authority at the Paying Agent and maintained as provided in this Resolution so long as any Series 1978 Bond or in- terest coupon appertaining thereto is outstanding and unpaid, the accrued interest, if any, on the Series 1978 Bonds to the date of delivery. All payments by Baytown of Pledged Revenues with respect to each series of Outstanding Bonds shall be deposited directly into the appropriate Debt Service Fund, without priority or preference. (b) All moneys from time to time deposited and held in the Debt Service Fund shall be held in trust by the Paying Agent for the benefit of the Bondholders entitled to be paid therefrom. From the moneys in the Debt Service Fund the Authority shall pay, or cause to be paid, the interest on the Series 1978 Bonds as the same shall become due and the principal of the Series 1978 Bonds as the same shall mature or be called for redemption. (c) If the date for the payment of the principal of or interest on a Series 1978 Bond is a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the bank of the Paying Agent is located are authorized by law or executive order to close and on which the bank of the Paying Agent is closed, then the date for such payment shall be the next succeeding day which is not such a day; payment on such date shall have the same force and effect as if made on the original date of payment; and no interest shall accrue from the original date of payment to such date. (d) (i) Any moneys held as a part of the Debt Service Fund shall, at the direction of Baytown, be invested or reinvested by the Paying Agent pursuant to the Authority Act and in accordance with the laws of the.State of Texas and subject to the provisions of Section 17 hereof. (ii) Any securities purchased with the moneys in the Debt Service Fund shall be deemed a part of the Debt Service Fund. The income and profits, including realized discount on securities purchased, received on all such securities (after deduction for accrued interest and premium paid from the Debt Service Fund at time of purchase) shall be deposited in or credited to the Debt Service Fund, and all losses thereon shall be charged against the Debt Service Fund. Neither the Authority nor the *Paying Agent shall be liable or responsible for any loss resulting from any such investment or resulting from the redemption or sale of any such investment as herein authorized. If at any time it shall become necessary that some or all of the securities purchased with the moneys in the Debt Service Fund be re- deemed or sold to raise moneys necessary to comply with the 11. 80914 -1m provisions of this Resolution, the Paying Agent shall, at the direction of Baytown, effect such redemption or sale. Section 10. Security of Funds. All moneys de- posited with the Authority or the Paying Agent and not invested in securities by the Authority or the Paying Agent pursuant to the provisions hereof or insured by the Federal Deposit Insurance Corporation or other federal agency, shall continuously be secured, for the benefit of the Bondholders, as required by law for the security of the Authority's funds. Section 11. Baytown's Payments of Pledged Revenues. (a) Baytown has agreed in the Baytown Contract, and, in addition to and on a parity with payments agreed to be made pursuant to the approval of the 1977 Bond Resolution, by approving the issuance of the Series 1978 Bonds and the terms and conditions of this Resolution, Baytown has further absolutely and unconditionally obligated itself and agreed (regardless of, and notwithstanding, any provisions of the Baytown Contract to the contrary, or the provisions of any other contract or agreement between Baytown and the Authority or any other party to the contrary).to make the following payments to the Authority in immediately available funds: (i) On or before November 1, 1978 and the first day of each month thereafter, such amount, in approximately equal monthly install- ments, as will be sufficient, together with any other amounts available therefor in the Debt Service Fund, as shall in the aggregate equal (A) the interest which shall become due on the Series 1978 Bonds on the next succeeding interest payment date, plus (B) the principal amount of any of the Series 1978 Bonds to be redeemed prior to maturity on such date; and (ii) On or before the first of the month twelve months prior to the first maturity of the Series 1978 Bonds, and the first day of each month thereafter, such amounts, in approximately equal monthly installments, as will be sufficient, to- gether with any other amounts available therefor in the Debt Service Fund, as shall in the aggregate equal the principal amount of the Series 1978 Bonds which shall mature on the next maturity date of the Series 1978 Bonds. (b) The holders of the Series 1978 Bonds shall be entitled to rely unconditionally on the agreements, cove- nants, and representations set forth in this Resolution. It is further understood and agreed that Baytown may prepay all or any part of each payment of Pledged Revenues, and any such prepayment and any earnings thereon shall be applied by the Authority to Baytown's obligation to make succeeding payments of Pledged Revenues (except such amounts as may be specified by Baytown to be applied to the purchase or redemp- tion of any of the Series 1978 Bonds prior to their matur- ities); provided, however, that the redemption of any Outstanding Bonds prior to maturity at any time, pursuant to the provisions of this Section, Section 11(b) of the 1977 Bond Resolution, or any similar section in any resolution authorizing any Additional Bonds, with funds from any source (whether from Pledged Revenues or otherwise), shall not relieve Baytown of its unconditional obligation to pay each payment of Pledged Revenues, as specified above, when due. Section 12. Redemption of the Series 1978 Bonds Before Maturity. (a) Redemption Dates and Prices. 12. 80914 -1n (i) The Series 1978 Bonds are noncallable for redemption prior to November 11 1993. (ii) On November 1, 1993, or on any interest payment date thereafter, any Outstanding Series 1978 Bonds are subject to optional redemption prior to their scheduled maturities, in whole or in part, at the option of and as directed by Baytown, upon written notice of the exercise of the option to redeem de- livered by Baytown to the Authority and the Paying Agent. On or before the day fixed for such redemption, Baytown shall deposit, or cause to be deposited, Pledged Revenues into the Debt Service Fund, in immediately available funds, a sum which, together with other moneys available therefor in the Debt Service Fund, is equal to the aggregate principal amount of the Series 1978 Bonds requested to be redeemed plus accrued interest to the date of redemption. (b) Notice of Redemption. The Paying Agent shall cause a written notice of any redemption to be published at least once during each week for at least two consecutive weeks, each publication to be made in a newspaper of general circulation in Houston, Texas, with the first of, such publications being at least 30 days prior to the day fixed for redemption. If, because of temporary or permanent suspension of the publication or general circulation of any such newspapers, it is impossible or impracticable to publish such notice in the manner provided herein, then such publication in lieu thereof as shall be made with the approval of the Paying Agent shall constitute a sufficient publication of a notice. By the date fixed for any such redemption, due provision shall be made with the Paying Agent for the payment of the principal amount of the Series 1978 Bonds which are to be redeemed, plus accrued interest thereon to the date fixed for redemption. If such written notice of redemption is published, the Series 1978 Bonds called for redemption shall become due and payable on the date fixed for redemption, and, if due provision for such payment is made, all as provided above, the Series.1978 Bonds which are to be re- deemed thereby shall automatically be deemed to have been redeemed prior to their scheduled maturities;. shall not bear interest after the date fixed for redemption; and shall not be regarded as being Outstanding Bonds except for the right of the bearer to receive the funds provided for such payment. Upon presentation and surrender of such bearer Series 1978 Bonds to the .Paying Agent, together with all coupons apper- taining thereto maturing after such redemption date, such Series 1978 Bonds shall be paid. (c) Redemption Requests. In the event Baytown exercises its option under Section 12(a)(ii), redemption shall be made pursuant to such Section at such times and in such principal amounts as Baytown shall, not later than 45 days prior to the date on which any Series 1978 Bonds are -to be redeemed pursuant to'Section 12(a)(ii), state in a written certificate which is signed by a duly authorized repre- sentative of Baytown and received by the Authority. The Authority shall give the notice of redemption referred to in Section 12(b) in respect of such redemption. Section 13. Additional Bonds. (a) The Authority reserves the right, upon the request of Baytown, to issue additional bonds (the "Additional Bonds ") in such amounts as are required for the purpose of acquiring funds to (i) complete making, purchasing, constructing, leasing, or acquiring the Project, (ii) enlarge, expand, or modify the 13. la 80914 -10 Project, (iii) reconstruct the Project, or (iv) refund any Bonds. The Additional Bonds, when issued and delivered, shall be payable from and secured by a first lien on and pledge of the Pledged Revenues (which shall include addi- tional payments sufficient to enable the Authority to comply with all terms and conditions of this Resolution with respect to the issuance of such Additional Bonds), in the same manner and to the same extent as any previously Out- standing Bonds; and all of the Bonds shall in all respects be on a parity and of equal dignity. The Additional Bonds may be issued in one or more series, in various principal amounts, to mature at different times, to bear interest at different rates, to be payable in such installments, to be redeemable prior to maturity on whatever terms or prices, and to contain such other provisions as may be provided in any resolution or resolutions of the Board whereunder the Additional Bonds may be issued. (b) No such installment or series of Additional Bonds shall be issued unless: (i) A certificate is executed by the Presi- dent and Secretary of the Board to the effect that no default exists in connection with any covenants or requirements of any Outstanding Bonds and that the Debt Service Fund contains the amount then required to be on deposit therein; (ii) Baytown is not in default with respect to any series of bonds or other debt issued by it; and (iii) The principal of and interest on any such installment or series of Additional Bonds are payable on the same semiannual interest dates and annual principal dates as the Outstanding Bonds. (c) Nothing in this Section shall either require or preclude that (i) any bonds which may be issued by the Authority or any other issuer for the purpose of acquiring funds to (A) make, purchase, construct, lease, or otherwise acquire the Project; (B) complete such making, purchasing, constructing, leasing, or acquiring; (C) enlarge, expand, or modify the Project; (D) reconstruct the Project; or (E) refund any Bonds; (ii) the Bonds must rank equally and on a parity with any such bonds not issued as Additional Bonds; or (iii) that the Bonds must be secured, together with any bonds not issued as Additional Bonds, by a pledge of the Pledged Revenues. Section 14. Amendments and Supplemental Resolu- tions. (a) The Authority may at any time, subject to the conditions and restrictions contained in this Resolution and with the prior written consent of Baytown, but without the consent of, or notice to, the Bondholders, enter into a resolution or resolutions supplemental hereto, which there- after shall form a part hereof, for any one or more of the following purposes: (i) To add to the covenants and agreements of the Authority contained in this Resolution other covenants and agreements thereafter to be observed and performed; i` (ii) To cure any ambiguity or to cure, correct, or supplement any defect, omission, or inconsistent provision contained in this Resolution or in any supplemental resolution; (iii) To establish the amount, terms, pro- visions, and conditions of a particular series of 14. ia 80914 -1p Additional Bonds and to prescribe the form of such bonds and the coupons appertaining thereto; or (iv) To make any other change in this Resolution or any supplemental resolution which, in the judgment of the Authority in reliance upon an opinion of counsel of recognized national standing in the field of municipal bond law, does not materially adversely affect the rights of the Bondholders of any series. The Authority hereby covenants that it will perform all the requirements of any such supplemental resolutions which may be in effect from time to time. (b) (i) If at any time the Authority shall de- sire to amend this Resolution, the 1977 Bond Resolution, or the Baytown Contract, and such amendment, in the judgment of the Authority in reliance upon an opinion of counsel of recognized national standing in the field of numicipal bond law, materially adversely affects the rights of the Bond- holders, the Authority shall cause notice of the proposed amendment to be published at least once during each week for at least two consecutive weeks, each publication to be made. in a newspaper of general circulation in Houston, Texas. Such notice shall briefly set forth the nature. of the proposed amendment and shall state that a copy thereof is on file at the principal office of the Authority for inspection by all Bondholders. (ii) From time to time the Bondholders of not less than two - thirds (2/3) in principal amount of the Out- standing Bonds materially adversely affected by any waiver, modification, or alteration of this Resolution, the 1977 Bond Resolution, or the Baytown Contract, may, by an instru- ment or instruments in writing signed by such Bondholders and filed with the Authority, assent to and authorize any such waiver, modification, or alteration of this Resolution, the 1977 Bond Resolution, or the Baytown Contract that shall be proposed by the Authority and consented to by-Baytown; and any action therein authorized to be taken, with the assent or authority given as aforesaid, shall be binding upon all Bondholders as fully as though such action were specifically and expressly authorized by the terms of this Resolution, the 1977 Bond Resolution, or the Baytown Contract, as the case may be; provided that, without the consent of the Bondholders affected thereby, no such waiver, modifica- tion, or alteration shall permit: (a) the reduction of the portion of the Bonds the consent of the Bondholders of which is required for any waiver, modification, or alteration; (b) the extension of the time or times of payment of the princi- pal of and interest on the Bonds, or the reduction in the principal amount thereof or in the rate of interest thereon or any other modification in the terms of payment of the principal or interest on the Bonds; (c) the creation by the Authority of any lien ranking on a parity with (other than with respect to Additional Bonds); (d) the giving of any preference of any Bond over any other Bond; or (e) the extension of any waiver of default to subsequent defaults. (c) Upon the adoption of any waiver, modification, or alteration pursuant to the provisions of this Section, this Resolution, the 1977 Bond Resolution, or the Baytown Contract, as the case may be, shall be deemed to be amended in accordance therewith and the respective rights, duties, and obligations of the Authority, Baytown, and all the Bond- holders of the then Outstanding Bonds shall thereafter be determined, exercised, and endorsed hereunder, subject in all respects to such amendment. Section 15. Sale and Delivery of the Series 1978 Bonds; Approval and Registration Thereof. a The sale of the Series 1978 Bonds to 15. 80914 -1q (the "Initial Purchaser ") pursuant to the taking of public bids therefor on the date of this Resolution, at a price of and accrued interest to the date of delivery, is hereby confirmed. Delivery of the Series 1978 Bonds to the Initial Purchaser shall be made as soon as practicable after the adoption of this Resolution, upon payment therefor, in accordance with the terms of sale. .(b) Before the delivery of any Series 1978 Bonds, all necessary records and proceedings pertaining to such Series 1978 Bonds shall be delivered to the Attorney General of Texas for investigation, examination, and approval and to the Comptroller of Public Accounts of the State of Texas for registration. Upon registration of the Series 1978 Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for such Comptroller) shall manually sign the Comptroller's Registration Certificate prescribed herein to be printed and endorsed on each Series 1978 Bond, and the seal of such Comptroller shall be impressed, printed, or lithographed on each of the Series 1978 Bonds. Thereafter the Series 1978 Bonds shall be delivered to the initial purchasers thereof in accordance with the terms of sale of such Series 1978 Bonds. Section 16. Damaged, Mutilated, Lost, Stolen, or Destroyed Bonds and Coupons. (a ) In the event any Bond is damaged, mutilated, lost, stolen,.or destroyed, the Authority shall execute a new Bond of the same principal amount and maturity with coupons corresponding in all respects to those unpaid coupons, if any, of the damaged, mutilated, lost, stolen, or destroyed Bond, in exchange and substitution for, ox in lieu of and substitution for, such Bond and its coupons, if any, submit such replacement Bond to the Attorney General of Texas for his approval and otherwise cooperate with the Bondholder of any such Bond in complying with the provisions of Article 715a, Vernon's Texas Civil Statutes, as amended, or any other statute or procedure available for the issuance of replacement Bonds. (b) In the event any coupon appertaining to any Bond is damaged, mutilated, lost, stolen, or destroyed, the Authority shall execute and deliver a new Bond of the same principal amount and maturity and having attached coupons corresponding to the coupons appertaining to the Bond to which such damaged, mutilated, lost, stolen, or destroyed coupon appertained, in exchange and substitution for, or in lieu of and substition for, the Bond and appurtenant coupons to which such damaged, mutilated, lost, stolen, or destroyed coupon appertained, submit such replacement Bond to the Attorney General of Texas for his approval and otherwise cooperate with the Bondholder of any such Bond in complying with the provisions of Article 715a, Vernon's Texas Civil Statutes, as amended, or any other statute or procedure available for the issuance of replacement Bonds or coupons. (c) Application for exchange and substitution of damaged, mutilated, lost, stolen, or destroyed Bonds and coupons shall be made to the Authority. In every case, the applicant for a substitute Bond shall furnish to the Author- ity and Baytown such security or indemnity as may be, respec- tively, required by them to save each of them and the Paying Agent harmless. In every case of loss, theft, or destruction of a Bond or a coupon, the applicant shall also furnish to the Authority and Baytown evidence to their respective satisfaction of the loss, theft, or destruction and proof of ownership. In every case of loss, theft, or destruction of a coupon or coupons only, the applicant shall surrender the Bond to which the coupon or coupons so damaged, mutilated, 16. 5W , 80914 -1r lost, stolen, or destroyed appertain, with-all coupons appertaining thereto (including any damaged or mutilated coupons) not lost, stolen, or destroyed. In every case of damage or mutilation of a Bond only, or a Bond without coupons, the applicant shall surrender the Bond so damaged or mutilated together with all coupons, if any, appertaining thereto. (d) Notwithstanding the foregoing provisions of this Section 16, in the event any such Bond or coupon shall have matured, and no default has occurred which is then continuing in the payment of the principal or interest on the Bonds, the Authority may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond or coupon) instead of issuing a substitute Bond and coupons, if any, provided security or indemnity is furnished as provided above in this Section 16. (e) Upon the issuance of any substitute Bond, the Authority and Baytown may charge any such Bondholder with all expenses in connection therewith. Every substitute Bond (and any coupon or coupons attached thereto) issued pursuant to the provisions of this Section 16 by virtue of the fact that any Bond or any coupon is lost, stolen, or destroyed shall constitute'a contractual obligation of the Authority, whether or not the lost, stolen, or destroyed Bond or coupon shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Resolution equally and proportionately with any and all other Series 1978 Bonds and coupons duly issued under this Resolution. (f) This Resolution shall constitute sufficient . authority for the issuance of any such substitute Bond with- out the necessity of further action by the Board or any other body or person, and the issuance of such substituted Bonds is hereby authorized, notwithstanding any other pro- visions of this Resolution. Section 17. No- Arbitrage. The Authority covenants that it will make no use of the direct or indirect proceeds of the Series 1978 Bonds which, if such use had been reason- ably expected on the date of delivery of the Series 1978 Bonds, to and payment for'the Series 1978 Bonds by the initial purchasers thereof, based on the facts, estimates, and circumstances in existence on such date would have caused the Series 1978 Bonds to be arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, or any regulations or rulings pertain- ing thereto; and by this covenant the Authority is obligated to comply with the requirements of the aforesaid Section 103(c) and all applicable and pertinent regulations relating to arbitrage bonds. The Authority further covenants that the direct or indirect proceeds of the Series 1973 Bonds will not otherwise be used directly or indirectly so as to cause all or any part of the Series 1978 Bonds to be or become arbitrage bonds within the meaning of the aforesaid Section 103(c), or any regulations or rulings pertaining therto. Section 18. Resignation and Removal of the Paying Agent and Appointment of Another Paying Agent. The Paying Agent, may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days' written notice by registered or certified mail to the Authority and Baytown. The Paying Agent may be removed, at any time, with the consent of Baytown, by an instrument filed with the Paying Agent and signed by the Authority. Any successor Paying Agent shall be appointed by the Authority with the approval of Baytown. In the event of 17. 80914 -1s resignation or removal, the Paying Agent shall pay over, assign, and deliver any moneys held by it as Paying Agent and any records maintained by it to its successor, or, if there be no successor, to the Authority. At any time or from time to time, with the approval of Baytown, the Authority may appoint one or more other Paying Agents for the Bonds. Section 19. CUSIP Numbers. The Board of Directors of the Authority authorizes t e imprinting of CUSIP (the American Bankers Association's Committee on Uniform Secur- ities Identification Procedures) numbers on the Series 1978 Bonds; provided, however, that the failure of such CUSIP numbers to appear on the Series 1978 Bonds, or the imprinting of incorrect CUSIP numbers, shall in no way affect the validity or enforceability of the Series 1978 Bonds or relieve the purchaser of any obligation to accept delivery of and make payment for the Series 1978 Bonds. Section 20. Emergency. It is hereby officially found and determined that a case of emergency or urgent pub- lic necessity exists which requires the holding of the meet- ing at which this Resolution is adopted, such emergency or urgent public necessity being that the proceeds from the sale of the Series 1978 Bonds are required as soon as possi- ble and without delay for necessary and urgently needed public improvements and further that such meeting was open to the pubic, and public notice of the time,.place, and purpose of such meeting was given, all as required by Article 6252 -17, Vernon's Texas Civil Statutes, as amended. Section 21. Effective Date. This resolution shall take effect from and after its passage by the Board of Directors of the Baytown Area Water Authority. INTRODUCED, READ, AND PASSED by the affirmative vote of the Board of Directors of the Baytown Area Water Authority this day of , 1978. Robert L. Gillette, President ATTEST: ?� Peter R. Buenz, &Fecretary APPROVED: Scott Bounds, Attorney for The Baytown Area Water Authority 18.