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Ordinance No. 4,32551126 -2a ORDINANCE NO. 4325 ORDINANCE AUTHORIZING THE ISSUANCE OF $250,000 CITY OF BAYTOWN, TEXAS, CERTIFICATES OF OBLIGATION, SERIES 1985 THE STATE OF TEXAS § COUNTIES OF HARRIS AND CHAMBERS § CITY OF BAYTOWN § WHEREAS, the City Council of the CITY OF BAYTOWN, TEXAS (the "City "), authorized the publication of a notice of in- tention to issue certificates of obligation to the effect that the City Council would meet on November 26, 1985, to adopt an ordinance and take such other action as may be deemed necessary to authorize the issuance of certificates of obligation, payable from City ad valorem taxes, for the purpose of evidencing the indebtedness of the City for all or any part of the cost of purchasing land for public buildings for the City, and the cost of professional services incurred in connection therewith; and WHEREAS, such notice was published at the times and in the manner required by the Constitutions and laws of the State of Texas and of the United States of America, respec- tively, particularly Article 2368x.1, Vernon's Texas Civil Statutes, as amended; and WHEREAS, no petition or other request has been filed with or presented to any official of the City requesting that any of the proceedings authorizing such certificates of obligation be submitted to a referendum or other election; THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1. Throughout this ordinance the following terms and expressions as used herein shall have the meanings set forth below: The term "Certificates" or "Series 1985 Certificates" shall mean the Series 1985 Certificates authorized in this Ordinance, unless the context clearly indicates otherwise. The term "City" shall mean the City of Baytown, Texas. The term "Construction Fund" shall mean the construction fund established by the City pursuant to Section 8 of this Ordinance. The term "Interest and Sinking Fund" shall mean the interest and sinking fund established by the City pursuant to Section 6 of this Ordinance. The term "Interest Payment Date ", when used in connec- tion with any Certificate, shall mean August 1, 1986, and each February 1 and August 1 thereafter until maturity. The term "Ordinance" as used herein and in the Certifi- cates shall mean this ordinance authorizing the Certificates. The term "Owner" shall mean any person who shall be the registered owner of any outstanding Certificates. The term "Paying Agent" shall mean the Registrar. 51126 -2b The term "Record Date" shall mean, for any Interest Payment Date, the 15th calendar date of the month next pre- ceding such Interest Payment Date. The term "Register" shall mean the books of registration kept by the Registrar in which are maintained the names and addresses of and the principal amounts registered to each Owner. The term "Registrar" shall mean the INTERFIRST BANK HOUSTON, N.A., Houston, Texas, and its successors in that capacity. Section 2. The Certificates shall be issued in fully registered form, without coupons, in the total authorized aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) for the purpose of evidencing the indebtedness of the City for all or any part of the cost of purchasing land for public buildings for the City, and the cost of profes- sional services incurred in connection therewith. Section 3. (a) The Certificates shall be designated as the "CITY OF BAYTOWN, TEXAS, CERTIFICATES OF OBLIGATION, SERIES 1985 ", and shall be dated December 1, 1985. The Cer- tificates shall bear interest from the later of December 1, 1985, or the most recent Interest Payment Date to which in- terest has been paid or duly provided for, calculated on the basis of a 360 day year of twelve 30 day months, interest payable on August 1, 1986, and semiannually thereafter on February 1 and August 1 of each year until maturity. (b) The Certificates shall be issued bearing the numbers, in the principal amounts, and bearing interest at the rates set forth in the following schedule, and may be transferred and exchanged as set out in this Ordinance. The Certificates shall mature on February 1 in each of the years and in the amounts set out in such schedule. Certificates delivered in transfer of or in exchange for other Certifi- cates shall be numbered in order of their authentication by the Registrar, shall be in the denomination of $5,000 or integral multiples thereof, and shall mature on the same date and bear interest at the same rate as the Certificate or Certificates in lieu of which they are delivered. Certificate Principal Interest Number Year Amount Rate R- 1 1987 $ 50,000 7.375% R- 2 1988 50,000 7.375% R-- 3 1989 50,000 7.375% R- 4 1990 50,000 7.375% R- 5 1991 50,000 7.375% (c) The Certificates shall be signed by the Mayor of the City and countersigned by the City Clerk of the City, by their manual, lithographed, or facsimile signatures, and the official seal of the City shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Certifi- cates shall have the same effect as if each of the Certifi- cates had been signed manually and in person by each of said officers, and such facsimile seal on the Certificates shall have the same effect as if the official seal of the City had been manually impressed upon each of the Certificates. If any officer of the City whose manual or facsimile signature shall appear on the Certificates shall cease to be such -2- 51126 -2c officer before the authentication of such Certificates or before the delivery of such Certificates, such manual or facsimile signature shall nevertheless be valid and suffi- cient for all purposes as if such officer had remained in such office. (d) Only such Certificates as shall bear thereon either (i) the manually executed registration certificate of the Comptroller of Public Accounts of Texas substantially in the form provided in Section 5(b) of this Ordinance or (ii) a certificate of authentication, substantially in the form provided in Section 5(c) of this Ordinance, manually executed by an authorized officer of the Registrar, shall be entitled to the benefits of this Ordinance or shall be valid or obli- gatory for any purpose. Such duly executed certificate of authentication shall be conclusive evidence that the Certifi- cate so authenticated was delivered by the Registrar here- under. (e) The Registrar is hereby appointed as the paying agent for the Certificates. The principal of the Certifi- cates shall be payable, without exchange or collection charges, in any coin or currency of the United States of America, which, on the date of payment, is legal tender for the payment of debts due the United States of America, upon their presentation and surrender as they become due and pay- able, at the principal corporate trust office of the Regis- trar. The interest on each Certificate shall be payable by check or draft payable on the Interest Payment Date mailed by the Registrar on or before each Interest Payment Date to the Owner of record as of the Record Date, to the address of such Owner as shown on the Register. (f) The City, the Registrar and any other person may treat the person in whose name any Certificate is registered as the absolute owner of such Certificate for the purpose of making and receiving payment of the principal thereof and for the further purpose of making and receiving payment of the interest thereon, and for all other purposes, whether or not such Certificate is overdue, and neither the City nor the Registrar shall be bound by any notice or knowledge to the contrary. All payments made to the person deemed to be the Owner of any Certificate in accordance with this Section 3(f) shall be valid and effectual and shall discharge the lia- bility of the City and the Registrar upon such Certificate to the extent of the sums paid. (g) So long as any Certificates remain outstanding, the Registrar shall keep the Register at its principal corporate trust office in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration and transfer of Certificates in accordance with the terms of this Ordinance. Each Certificate shall be transferable only upon the presentation and surrender thereof at the principal corporate trust office of the Registrar, duly endorsed for transfer, or accompanied by an assignment duly executed by the registered Owner or his authorized representative in form satisfactory to the Registrar. Upon due presentation of any Certificate for transfer, the Registrar shall authenticate and deliver in exchange therefor, within 72 hours after such presentation, a new Certificate or Certificates, registered in the name of the transferee or transferees, in authorized denominations and of the same maturity and aggregate principal amount and -3- 51126 -2d bearing interest at the same rate as the Certificate or Cer- tificates so presented. All Certificates shall be exchangeable upon presentation and surrender thereof at the principal corporate trust office of the Registrar for a Certificate or Certificates of the same maturity and interest rate and in any authorized denom- ination, in an aggregate principal amount equal to the unpaid principal amount of the Certificate or Certificates presented for exchange. The Registrar shall be and is hereby autho- rized to authenticate and deliver exchange Certificates in accordance with the provisions of this Section 3(g). Each Certificate delivered in accordance with this Section 3(g) shall be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certifi- cates in lieu of which such Certificate is delivered. The City or the Registrar may require the Owner of any Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Certificate. Any fee or charge of the Registrar for such transfer or exchange shall be paid by the City. The Registrar shall not be required to transfer or exchange any Certificate during a period beginning at the opening of business 15 calendar days prior to the first mailing of a notice of redemption of Certificates and ending at the close of business on the day of such mailing. (h) All Certificates paid or redeemed in accordance with this Ordinance, and all Certificates in lieu of which exchange Certificates or replacement Certificates are authen- ticated and delivered in accordance herewith, shall be cancelled and destroyed upon the making of proper records regarding such payment or redemption. The Registrar shall furnish the City with appropriate certificates of destruction of such Certificates. (i) Upon the presentation and surrender to the Regis- trar of a mutilated Certificate, the Registrar shall authen- ticate and deliver in exchange therefor a replacement Cer- tificate of like maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding. The City or the Registrar may require the Owner of such Certificate to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection there- with and any other expenses connected therewith, including the fees and expenses of the Registrar. If any Certificate is lost, apparently destroyed, or wrongfully taken, the City, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowl- edge that such Certificate has been acquired by a bona fide purchaser, shall execute and the Registrar shall authenticate and deliver a replacement Certificate of like maturity, in- terest rate and principal amount, bearing a number not con- temporaneously outstanding, provided that the Owner thereof shall have: (1) furnished to the City and the Registrar satisfactory evidence of the ownership of and the circumstances of the loss, destruction or theft of such Certificate; -4- 51126 -2e (2) furnished such security or indemnity as may be required by the Registrar and the City to save them harmless; (3) paid all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Registrar and any tax or other governmental charge that may be imposed; and (4) met any other reasonable requirements of the City and the Registrar. If, after the delivery of such replacement Certificate, a bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the City and the Registrar shall be entitled to recover such replacement Certificate from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be en- titled 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 Registrar in connection there- with. If any such mutilated, lost, apparently destroyed or wrongfully taken Certificate has become or is about to become due and payable, the City in its discretion may, instead of issuing a replacement Certificate, authorize the Registrar to pay such Certificate. Each replacement Certificate delivered in accordance with this Section 3(i) shall be entitled to the benefits and security of this Ordinance to the same extent as the Certifi- cate or Certificates in lieu of which such replacement Cer- tificate is delivered. Section 4. (a) The Certificates shall be in substan- tially the following form, with such additions, deletions and variations as may be necessary or desirable and permitted by this Ordinance: NUMBER R- REGISTERED (Face of Certificate) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF HARRIS AND CHAMBERS CITY OF BAYTOWN, TEXAS Certificate of Obligation, Series 1985 INTEREST RATE: REGISTERED OWNER: PRINCIPAL AMOUNT: MATURITY DATE: ISSUE DATE: THE CITY OF BAYTOWN, TEXAS (the "City ") to the Registered Owner identified above, assigns, on the date specified above, upon -5- DENOMINATION REGISTERED CUSIP: DOLLARS promises to pay or registered presentation and 51126 -2f surrender of this certificate at the principal corporate trust office of the INTERFIRST BANK HOUSTON, N.A., Houston, Texas, (the "Registrar "), the principal amount identified above, payable in any coin or currency of the United States of America which on the date of payment of such principal is legal tender for the payment of debts due the United States of America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360 day year of twelve 30 day months, from the later of December 1, 1985, or the most recent interest payment date to which interest has been paid or duly provided for. Interest on this certificate is payable by check or draft payable on August 1, 1986, and semiannually thereafter on each February 1 and August 1, mailed to the registered owner as shown on the books of registration kept by the Registrar as of the 15th calendar date of the month next preceding each interest payment date. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS CERTIFICATE SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH AT THIS PLACE. IN WITNESS WHEREOF, this with the manual or facsimile City and countersigned with th of the City Clerk of the City City has been duly impressed, certificate. (AUTHENTICATION CERTIFICATE) certificate has been signed signature of the Mayor of the e manual or facsimile signature , and the official seal of the or placed in facsimile, on this (SEAT,) CITY OF BAYTOWN, TEXAS Mayor City Clerk (Back Panel of Certificate) THIS CERTIFICATE is one of a duly authorized issue of Certificates, aggregating $250,000 (the "Certificates ") , issued in accordance with the Constitution and laws of the State of Texas, particularly Article 2368a.1, Vernon's Texas Civil Statutes, as amended, for the purpose of evidencing the indebtedness of the City for all or any part of the cost of purchasing land for public buildings for the City, and the cost of professional services incurred in connection there- with, and pursuant to an ordinance duly adopted by the City Council of the City (the "Ordinance "), which Ordinance is of record in the official minutes of said City Council. THIS CERTIFICATE is and surrender at the prig Registrar, duly endorsed assignment duly executed thorized representative, of the Ordinance. transferable only upon presentation icipal corporate trust office of the for transfer or accompanied by an by the registered owner or his au- subject to the terms and conditions THE CERTIFICATES are exchangeable at the principal cor- porate trust office of the Registrar in the principal amount of $5,000 or any integral multiple thereof, subject to the terms and conditions of the Ordinance. THE REGISTRAR shall not be required to transfer or exchange any Certificate during a period beginning at the 51126 -2g opening of business fifteen (15) calendar days prior to the first mailing of a notice of redemption of Certificates and ending at the close of business on the day of such mailing. THIS CERTIFICATE shall not be valid or obligatory for any purpose or be entitled to any benefit under the Ordinance unless this Certificate either M is registered by the Comp- troller of Public Accounts of the State of Texas by registra- tion certificate endorsed hereon or (ii) is authenticated by the Registrar by due execution of the authentication certifi- cate endorsed hereon. IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly issued and delivered; that all acts, conditions and things required or proper to be performed, to exist and to be done precedent to or in the issuance and delivery of this Certificate have been performed, exist and have been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the City within the limits prescribed by the Constitution and laws of the State of Texas, and have been pledged irrevo- cably for such payment; that this Certificate shall be a debt of the City within the meaning of Article XI, Sections 5 and 7 of the Constitution of Texas; and that, when delivered, this Certificate shall be deemed and construed (i) to be a "Security" within the meaning of Chapter 8, Investment Securities, Uniform Commercial Code (Chapter 785, Acts of the 60th Legislature, Regular Session, 3967), and (ii) to be a general obligation of the City within the meaning of Chapter 784, Acts of the 61st Legislature of Texas, Regular Session, 1969. THE CITY has reserved the right to issue additional parity certificates, and said certificates may be payable from the same source, secured in the same manner and placed on a parity with this Certificate and the series of which it is a part, all as set forth in the Ordinance. (b) Certificates No. R -1 through R -5 shall be regis- tered by the Comptroller of Public Accounts of the State of Texas, as provided by law. The registration certificate of the Comptroller of Public Accounts shall be printed on Certificates R -1 through R -5 and shall be in substantially the following form: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I HEREBY CERTIFY THAT this certificate has been exam- ined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this certificate has been registered by the Comptroller of Public Accounts of the State of Texas. WITNESS MY SIGNATURE AND SEAL this (SEAL) xxxxxxxxxX Comptroller of Public Accounts of the State of Texas (c) The following form of authentication certificate shall be printed on the face of each of the Certificates: -7- 51126 -2g Registration Date: AUTHENTICATION CERTIFICATE This Certificate is one of the Certificates described in and delivered pursuant to the within - mentioned Ordinance. INTERFIRST BANK HOUSTON, N.A. Houston, Texas By Authorized Signature (d) The following form of assignment shall be printed on the back of each of the Certificates: 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 certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer said certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature Guaranteed: Registered Owner NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within certificate in every particular. Section 5. The approving opinion of Vinson & Elkins, Houston, Texas, and CUSIP Numbers may be printed on the Certificates, but errors or omissions in the printing of such opinion or such numbers shall have no effect on the validity of the Certificates. Section 6. The proceeds from all taxes levied, assessed and collected for and on account of the Certificates autho- rized by this Ordinance shall be deposited, as collected, in a special fund to be designated "City of Baytown, Texas, Certificates of Obligation, Series 1985, Interest and Sinking Fund ". While said Certificates or any part of the principal thereof or interest thereon remain outstanding and unpaid, there is hereby levied and there shall be annually levied, assessed and collected in due time, form and manner, and at the same time other City taxes are levied, assessed and col- lected, in each year, beginning with the current year, a continuing direct annual ad valorem tax upon all taxable property in said City sufficient to pay the current interest on said Certificates as the same becomes due, and to provide and maintain a sinking fund adequate to pay the principal of the Certificates as such principal matures but never less than two percent (2 %) of the original principal amount of the Certificates each year, full allowance being made for delin- quencies and costs of collection, and said taxes when col- lected shall be applied to the payment of the interest on and 51126 -2h principal of said Certificates and to no other purpose. In addition, interest accrued from the date of the Certificates until their delivery, and premium if any, is to be deposited in such fund. Section 7. After the Certificates to be initially issued shall have been executed, it shall be the duty of the Mayor of the City to deliver the Certificates to be initially issued and all pertinent records and proceedings to the Attorney General of Texas, for examination and approval by the Attorney General. After the Certificates to be initially issued shall have been approved by the Attorney General, they shall be delivered to the Comptroller of Public Accounts of the State of Texas for registration. Upon registration of the Certificates to be initially issued, the Comptroller of Public Accounts (or a deputy lawfully designated in writing to act for the Comptroller) shall manually sign the Comptrol- ler's Registration Certificate prescribed herein to be printed and endorsed on the Certificates to be initially issued, and the seal of said Comptroller shall be impressed, or placed in facsimile, thereon. Section 8. The sale of the Certificates to MASTERSON & CO. , (herein referred to as the "Purchaser ") at the price of par and accrued interest thereon to date of delivery, plus a premium of $ -0- , is hereby authorized, approved, ratified and confirmed, subject to the unqualified approving opinion as to the legality of the Certificates of the Attorney General of the State of Texas, and of Vinson & Elkins, Houston, Texas, market attorneys. It is hereby found and determined that such price is the best price reasonably obtainable by the City after advertisement as provided by law. Proceeds from the sale of the Certificates shall immedi- ately be deposited in a special fund designated the "Con- struction Fund ", and shall be disbursed solely in connection with the purposes for which the Certificates are authorized to be issued. Section 9. So long as any of the Certificates are out- standing the City covenants and agrees that it will keep proper books of record and account in which full, true and correct entries will be made of all dealings, activities and transactions relating to the Certificates and the funds created pursuant to this Ordinance, and all books, documents and vouchers relating thereto shall at all reasonable times be made available for inspection upon request of any holder of any of the Certificates. Section 10. The City certifies that based upon all facts and estimates now known or reasonably expected to be in existence on the date the Certificates initially issued are delivered and paid for, the City reasonably expects that the proceeds of the Certificates will not be used in a manner that would cause the Certificates or any portion of the Cer- tificates to be an "arbitrage certificate" under Section 103(c)(2) of the Internal Revenue Code of 1954, as amended, and the regulations prescribed thereunder. Furthermore, all officers, employees and agents of the City are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the City as of the date the Certificates initially issued are de- livered and paid for. In particular, all or any officers of the City are authorized to certify for the City the facts and 50 51126 -2i circumstances and reasonable expectations of the City on the date the Certificates initially issued are delivered and paid for regarding the amount and use of the proceeds of the Cer- tificates. Moreover, the City covenants that it shall make such use of the proceeds of the Certificates, regulate in- vestments of proceeds of the Certificates and take such other and further actions as may be required so that the Certifi- cates shall not be "arbitrage bonds" under Section 103(c)(2) of the Internal Revenue Code of 1954, as amended, and the regulations prescribed from time to time thereunder. Section 11. It is hereby officially found and deter- mined that an emergency and urgent public necessity exist relating to the immediate preservation of the public peace, health, safety and welfare, and because the proceeds from the sale of the Certificates are required as soon as possible for necessary and urgently needed improvements; that such emer- gency and necessity require the adoption of this Ordinance and the holding of the meeting, or meetings, at which this Ordinance is adopted at the time or times and place held; the meeting, or meetings, at which this Ordinance was adopted was or were open to the public, and public notice of the time, place and purpose of said meeting, or meetings, was given, all as required by Vernon's Ann. Tex. Civ. St. Article 6252 -17, as amended; and that such notice or notices as given are hereby authorized, approved, adopted and ratified. Section 12. This Ordinance shall be in force and effect from and after its final passage, and it is so ordered. Section 13. (a) The Registrar, by undertaking the per- formance of the duties of the Registrar and in consideration of the payment of fees and /or deposits of money pursuant to this Ordinance and a Paying Agent /Registrar Agreement, accepts and agrees to abide by the terms of this Ordinance and such Agreement. The City hereby approves the Paying Agent /Registrar Agreement. (b) The City reserves the right to replace the Regis- trar or its successor at any time. If the Registrar is replaced by the City, the new Registrar shall accept the previous Registrar's records and act in the same capacity as the previous Registrar. Any successor Registrar shall be either a national or state banking institution and a corpora- tion organized and doing business under the laws of the United States of America or any State authorized under such laws to exercise trust powers and subject to supervision or examination by Federal or State authority. PASSED AND APPROVED this 26th day of November, 1985. ATTEST: ayor ] CITY OF BAYTOWN, TEXAS City Clerk CITY OF BAYTOWN, TEXAS APPROVED: (SEAL) City Attorney CITY OF BAYTOWN, -10- 51126 -1 CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS X COUNTIES OF HARRIS AND CHAMBERS X CITY OF BAYTOWN X We, the undersigned officers of the CITY OF BAYTOWN, TEXAS (the "City "), hereby certify as follows: 1. The City Council of the City convened in special meeting on the 26th day of November, 1985, at the regular meeting place thereof, within the City, and the roll was called of the duly constituted officers and members of the City Council and the City Clerk. to -wit: Emmett O. Hutto Mayor Perry M. Simmons Councilman Roy L. Fuller Councilman Fred T. Philips Councilman Jimmy Johnson Councilman Gerald E. Dickens Councilman Ronald G. Embry Councilman Eileen P. Hall City Clerk and all said persons were present, except the following absentees: Gerald Dickens, thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written ORDINANCE AUTHORIZING THE ISSUANCE OF $27,270,000 CITY OF BAYTOWN GENERAL OBLIGATION REFUNDING BONDS, SERIES 1985; AUTHORIZING THE REDEMPTION PRIOR TO MATURITY OF CERTAIN OBLIGATIONS; AUTHOR- IZING THE PURCHASE OF CERTAIN SECURITIES AND THE TRANSFER OF CERTAIN FUNDS; AND AUTHORIZING THE EXECUTION OF AN ESCROW AGREEMENT (the "Ordinance ") was duly introduced for the consideration of the City Council and read in full. It was then duly moved and seconded that the Ordinance be adopted; and, after due discussion, said motion, carrying with it the adoption of the Ordinance, prevailed and carried by the following vote: AYES: All members of the City Council shown present above voted "Aye ". NAYS: None. 2. That a true, full and correct copy of the Ordinance adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that the Ordinance has been duly recorded in the City Council's minutes of said meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of said meeting pertaining to the adoption of the ordinance; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the City Council as indicated therein; that each of the officers and members of the City Council was duly and sufficiently notified officially and personally, in advance, of the date, hour, place and subject of the aforesaid meeting, and that the Ordinance would be introduced and considered for adoption at said meeting, and each of said officers and members consented, in advance, to the holding of such meeting for such purpose; that said meeting was open to the public as required by law; and that public notice of the date, hour, place and subject of said meeting was given as required by Vernon's Article 6252 -17, as amended. SIGNED AND SEALED this 26th day o ovember, 1985. City Clerk Mayor (SEAL)