Ordinance No. 7,337950622 -6
ORDINANCE NO. 7337
• ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF BAYTOWN,
TEXAS, GENERAL OBLIGATION AND REFUNDING BONDS, SERIES
1995; APPROPRIATING THE PROCEEDS THEREOF FOR REFUNDING
OUTSTANDING BONDS, A PUBLIC WORKS MAINTENANCE FACILITY,
PUBLIC BUILDINGS, AND PARK PURPOSES; AUTHORIZING THE
ADVANCE REFUNDING OF CERTAIN OUTSTANDING OBLIGATIONS AND
THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT AND THE
SUBSCRIPTION FOR AND PURCHASE OF CERTAIN ESCROWED
SECURITIES
THE STATE OF TEXAS §
COUNTIES OF HARRIS AND CHAMBERS §
CITY OF BAYTOWN §
WHEREAS, the City of Baytown, Texas (the "City ") has
heretofore issued its General Obligation Refunding Bonds, Series
1985, its Public Improvement Bonds, Series 1986, and its Public
Improvement Series 1988, and has assumed the Harris County
Municipal Utility District No. 3 Waterworks and Sewer System
Combination Unlimited Tax and Revenue Bonds, Series 1984 (the
"Outstanding Bonds "); and
WHEREAS, the City desires to refund a portion of the
Outstanding Bonds in advance of their maturities (the "Refunded
• Bonds "); and
WHEREAS, Article 717k, Vernon's Texas Civil Statutes, as
amended, authorizes the City to issue refunding bonds payable from
taxes, without an election, for the purpose of refunding the
Refunded Bonds in advance of their maturities, and to accomplish
such refunding by depositing directly with any paying agent for the
Refunded Bonds the proceeds of such refunding bonds, together with
other available funds, in an amount sufficient to provide for the
payment or redemption of the Refunded Bonds, 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 Bonds; and
WHEREAS, the City desires to authorize the execution of an
escrow agreement and provide for the deposit of proceeds of the
refunding bonds, together with other funds, to pay the Refunded
Bonds; and
WHEREAS, upon the issuance of the refunding bonds herein
authorized and the deposit of funds referred to above, the Refunded
Bonds 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 proceedings authorizing the issuance of the
Refunded Bonds shall be, with respect to the Refunded Bonds,
discharged, terminated and defeased; and
• WHEREAS, the City desires to issue, in combination with such
refunding bonds, as authorized by Article 717k, as amended,
$4,310,000 general obligation bonds voted at an election held
within the City on May 4, 1991, such bonds being the final
installment of the $27,400,000 bonds voted at the election
mentioned above; Now, Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN;
1. Recitals: Consideration. It is hereby found and
determined that the matters and facts set out in the preamble to
this Ordinance are true and correct.
It is hereby found and determined that the refunding
contemplated in this Ordinance will result in a present value
savings in the debt service payable by the City, and that such
benefit is sufficient consideration for the refunding of the
Refunded Bonds.
2. Definitions. Throughout this Ordinance the following
terms and expressions as used herein shall have the meanings set
forth below:
The term "Acts" shall mean Articles 717k and 823, Vernon's
• Texas Civil Statutes, as amended.
•
The term "Bonds" shall mean the $10,480,000 City of Baytown,
Texas, General Obligation and Refunding Bonds, Series 1995,
authorized in this Ordinance, unless the context clearly indicates
otherwise.
The term "Business Day" shall mean any day which is not a
Saturday, Sunday, or a day on which the Registrar is authorized by
law or executive order to close, or a legal holiday.
The term "City" shall mean the City of Baytown, Texas.
The term "Code" shall mean the Internal Revenue Code of 1986,
as amended.
The term "Comptroller" shall mean the Comptroller of Public
Accounts of the State of Texas.
The term "Escrow Agent" shall mean Texas Commerce Bank
National Association, Houston, Texas.
The term "Escrow Agreement" shall mean the agreement between
the City and the Escrow Agent relating to the escrow of funds to
pay the Refunded Bonds.
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• The term "Interest and Sinking Fund" shall mean the interest
and sinking fund for payment of the Bonds established by the City
in Section 19 of this Ordinance.
The term "Interest Payment Date ", when used in connection with
any Bond, shall mean February 1, 1996, and each August 1 and
February 1 thereafter until maturity or earlier redemption.
The term "Ordinance" as used herein and in the Bonds shall
mean this ordinance authorizing the Bonds.
The term "Owner" shall mean any person who shall be the
registered owner of any outstanding Bond.
The term "Paying Agent" shall mean the Registrar.
The term "Record Date" shall mean, for any Interest Payment
Date, the fifteenth (15th) day of the month next preceding each
Interest Payment Date.
The term "Refunded Bonds" shall mean the bonds described on
Exhibit A attached hereto.
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 of the Bonds registered to, each
Owner.
The term "Registrar" shall mean First Interstate Bank of
Texas, N.A., Houston, Texas, and its successors in that capacity.
The term "Report" shall mean the report of KPMG Peat Marwick
LLP, Certified Public Accountants, verifying the accuracy of
certain mathematical computations relating to the Bonds and the
Refunded Bonds.
The term "Underwriters" shall mean Masterson Moreland Sauer
Whisman, Inc., A.G. Edwards & Sons, Inc., Rauscher Pierce Refsnes,
Inc. and Edward D. Jones & Co.
3. Authorization. The Bonds shall be issued, pursuant to
the Acts, in fully registered form in the principal amount of Six
Million One Hundred Seventy Thousand Dollars ($6,170,000) for the
purpose of refunding the Refunded Bonds and in the amount of Four
Million Three Hundred Ten Thousand Dollars ($4,310,000) for the
following purposes:
$2,490,000 for the purchase of land for and construction
of a public works maintenance facility;
$1,425,000 for constructing, improving, and permanently
equipping public buildings; and
1XIC
$1,425,000 for constructing, improving, and permanently
equipping public buildings; and
$395,000 for improving lands for park purposes, including
improvements along Goose Creek stream.
4. Designation, Date and Interest Payment Dates. The Bonds
shall be designated as "CITY OF BAYTOWN, TEXAS, GENERAL OBLIGATION
AND REFUNDING BONDS, SERIES 1995" and shall be dated July 1, 1995.
The Bonds shall bear interest at the rates set forth in Section 5
of this Ordinance from the later of July 1, 1995, or the most
recent Interest Payment Date to which such interest has been paid
or duly provided for, calculated on the basis of a 360 day year of
twelve 30 day months, interest payable on February 1, 1996, and
semiannually thereafter on August 1 and February 1 of each year
until maturity or prior redemption.
5. Initial Bonds; Numbers and Denominations. The Bonds
shall be initially 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 Bonds shall mature, subject to prior
redemption in accordance with this Ordinance, on February 1 in each
of the years and in the amounts set out in such schedule. Bonds
delivered on transfer of or in exchange for other Bonds 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 Bond or Bonds in lieu of which they are delivered.
Bond
Principal
Interest
Number
Year
Amount
Rate
R- 1
1997
$ 295,000
4.10°%
R- 2
1998
1,110,000
4.30%
R- 3
1999
1,175,000
4.45%
R- 4
2000
445,000
4.55%
R- 5
2001
450,000
4.7596
R- 6
2002
475,000
4.90%
R- 7
2003
490,000
5.00%
R- 8
2004
415,000
5.15%
R- 9
2005
435,000
5.15 °s
R -10
2006
465,000
5.30%
R -11
2007
485,000
5.40%
R -12
2008
515,000
5.50%
R -13
2009
550,000
5.60%
R -14
2010
585,000
5.7096
R -15
2011
625,000
5.80%
R -16
2012
590,000
5.85 °s
R -17
2013
310,000
5.90%
0 R -18 2016 1,065,000 5.90%
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• 6. Execution of Bonds; Seal. The Bonds shall be signed by
the Mayor and countersigned by the City Clerk, 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 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. If any officer of the City whose
manual or facsimile signature shall appear on the Bonds shall cease
to be such officer before the authentication of such Bonds or
before the delivery of such Bonds, such manual or facsimile
signature shall nevertheless be valid and sufficient for all
purposes as if such officer had remained in such office.
7. Approval by Attorney General; Registration by
Comptroller. The Bonds to be initially issued shall be delivered
to the Attorney General of Texas for approval and shall be
registered by the Comptroller. The manually executed registration
certificate of the Comptroller substantially in the form provided
in Section 17 of this Ordinance shall be attached or affixed to the
Bonds to be initially issued.
8. Authentication. Except for the Bonds to be initially
issued, which need not be authenticated by the Registrar, only such
Bonds which bear thereon a certificate of authentication,
substantially in the form provided in Section 17 of this Ordinance,
manually executed by an authorized representative of the Registrar,
shall be entitled to the benefits of this Ordinance or shall be
valid or obligatory for any purpose. Such duly executed
certificate of authentication shall be conclusive evidence that the
Bonds so authenticated were delivered by the Registrar hereunder.
9. Payment of Principal and Interest. The Registrar is
hereby appointed as the paying agent for the Bonds. The principal
of the Bonds 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 respectively become due and payable, whether at
maturity or by prior redemption, at the principal corporate trust
office of the Registrar. The interest on each Bond shall be
payable by check 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, or by such other method, acceptable to the
Registrar, requested by and at the risk and expense of the Owner.
If the date for payment of the principal of or interest on any
• Bond is not a Business Day, then the date for such payment shall be
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the next succeeding Business Day with the same force and effect as
if made on the date such payment was originally due.
10. Successor Registrars. The City covenants that at all
times while any Bonds are outstanding it will provide a commercial
bank or trust company organized under the laws of the State of
Texas or other entity duly qualified and legally authorized to
serve as and perform the duties and services of the Paying
Agent /Registrar for the Bonds. The City reserves the right to
change the Registrar for the Bonds on not less than 60 days written
notice to the Registrar, so long as any such notice is effective
not less than 60 days prior to the next succeeding principal or
interest payment date on the Bonds. Promptly upon the appointment
of any successor Registrar, the previous Registrar shall deliver
the Register or copies thereof to the new Registrar, and the new
Registrar shall notify each Owner, by United States mail, first
class postage prepaid, of such change and of the address of the new
Registrar. Each Registrar hereunder, by acting in that capacity,
shall be deemed to have agreed to the provisions of this Section.
11. Special Record Date. If interest on any Bond is not paid
on any Interest Payment Date and continues unpaid for thirty (30)
days thereafter, the Registrar shall establish a new record date
for the payment of such interest, to be known as a Special Record
• Date. The Registrar shall establish a Special Record Date when
funds to make such interest payment are received from or on behalf
of the City. Such Special Record Date shall be fifteen (15) days
prior to the date fixed for payment of such past due interest, and
notice of the date of payment and the Special Record Date shall be
sent by United States mail, first class, postage prepaid, not later
than five (5) days prior to the Special Record Date, to each
affected Owner of record as of the close of business on the day
prior to the mailing of such notice.
12. Ownership; Unclaimed Principal and Interest. The City,
the Registrar and any other person may treat the person in whose
name any Bond is registered as the absolute owner of such Bond for
the purpose of making and receiving payment of the principal of or
interest on such Bond, and for all other purposes, whether or not
such Bond 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 Bond in accordance
with this Section 12 shall be valid and effectual and shall
discharge the liability of the City and the Registrar upon such
Bond to the extent of the sums paid.
Amounts held by the Registrar which represent principal of and
interest on the Bonds remaining unclaimed by the Owner after the
expiration of three years from the date such amounts have become
due and payable shall be reported and disposed of by the Registrar
iin accordance with the applicable provisions of Texas law
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including, to the extent applicable, Title 6 of the Texas Property
Code, as amended.
13. Registration, Transfer, and Exchancre. So long as any
Bonds remain outstanding, the Registrar shall keep the Register at
its principal corporate trust office and, subject to such
reasonable regulations as it may prescribe, the Registrar shall
provide for the registration and transfer of Bonds in accordance
with the terms of this Ordinance.
Each Bond 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 Bond for transfer, the Registrar shall
authenticate and deliver in exchange therefor, within three
Business Days after such presentation, a new Bond or Bonds,
registered in the name of the transferee or transferees, in
authorized denominations and of the same maturity and aggregate
principal amount and bearing interest at the same rate as the Bond
or Bonds so presented.
All Bonds shall be exchangeable upon presentation and
• surrender thereof at the principal corporate trust office of the
Registrar for a Bond or Bonds of the same maturity and interest
rate and in any authorized denomination, in an aggregate amount
equal to the unpaid principal amount of the Bond or Bonds presented
for exchange. The Registrar shall be and is hereby authorized to
authenticate and deliver exchange Bonds in accordance with the
provisions of this Section 13. Each Bond delivered in accordance
with this Section 13 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.
The City or the Registrar may require the Owner of any Bond 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 Bond. Any fee or charge of the Registrar for such transfer or
exchange shall be paid by the City.
14. Mutilated Lost or Stolen Bonds. Upon the presentation
and surrender to the Registrar of a mutilated Bond, the Registrar
shall authenticate and deliver in exchange therefor a replacement
Bond of like maturity, interest rate, and principal amount, bearing
a number not contemporaneously outstanding. If any Bond 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 knowledge that such Bond has been acquired by a bona fide
purchaser, shall authorize and the Registrar shall authenticate and
deliver a replacement Bond of like maturity, interest rate and
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principal amount, bearing a number not contemporaneously
outstanding.
The City or the Registrar may require the Owner of a mutilated
Bond to pay a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith and any other
expenses connected therewith, including the fees and expenses of
the Registrar. The City or the Registrar may require the Owner of
a lost, apparently destroyed or wrongfully taken Bond, before any
replacement Bond is issued, to:
(1) furnish to the City and the Registrar satisfactory
evidence of the ownership of and the circumstances
of the loss, destruction or theft of such Bond;
(2) furnish such security or indemnity as may be
required by the Registrar and the City to save them
harmless;
(3) pay 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) meet any other reasonable requirements of the City
and the Registrar.
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 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 Registrar in connection therewith.
If any such mutilated, lost, apparently destroyed or
wrongfully taken Bond has become or is about to become due and
payable, the City in its discretion may, instead of issuing a
replacement Bond, authorize the Registrar to pay such Bond.
Each replacement Bond delivered in accordance with this
Section 14 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.
15. Cancellation of Bonds. All Bonds paid in accordance with
• this Ordinance, and all Bonds in lieu of which exchange Bonds or
replacement Bonds are authenticated and delivered in accordance
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I
herewith, shall be cancelled and destroyed upon the making of
proper records regarding such payment. The Registrar shall furnish
the City with appropriate certificates of destruction of such
Bonds.
16. Redemption. The City reserves the right to redeem Bonds
prior to maturity, in whole or from time to time in part, on
February 1, 2005, or any date thereafter at a price of par plus
accrued interest on the. Bonds called for redemption to the date
fixed for redemption. If less than all of the Bonds are redeemed,
the particular Bonds or portions thereof to be redeemed shall be
selected by the City.
The Bonds maturing in the year 2016 are also subject to
mandatory redemption in the amounts, on the dates, and in the
manner set out in the form of bond in Section 17.
Principal amounts may be redeemed only in integral multiples
of $5,000. If a Bond subject to redemption is in a denomination
larger than $5,000, a portion of such Bond may be redeemed, but
only in integral multiples of $5,000. Upon surrender of any Bond
for redemption in part, the Registrar, in accordance with Section
13 hereof, shall authenticate and deliver in exchange therefor a
Bond or Bonds of like maturity and interest rate in an aggregate
• principal amount equal to the unredeemed portion of the Bond so
surrendered.
Notice of any redemption identifying the Bonds to be redeemed
in whole or in part shall be given by the Registrar at least thirty
days prior to the date fixed for redemption by sending written
notice by first class mail to the Owner of each Bond to be redeemed
in whole or in part at the address shown on the Register. Such
notices shall state the redemption date, the redemption price, the
place at which Bonds are to be surrendered for payment and, if less
than all Bonds outstanding of a particular maturity are to be
redeemed, the numbers of the Bonds or portions thereof of such
maturity to be redeemed. Any notice given as provided in this
Section 16 shall be conclusively presumed to have been duly given,
whether or not the Owner receives such notice. By the date fixed
for redemption, due provision shall be made with the Registrar for
payment of the redemption price of the Bonds or portions thereof to
be redeemed, plus accrued interest to the date fixed for
redemption. 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.
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17. Forms. The form of the Bonds, including the form of the
Registrar's Authentication Certificate, the form of Assignment, the
form of bond insurance legend, and the form of Registration
Certificate of the Comptroller, which shall be attached or affixed
to the Bonds initially issued, shall be, respectively,
substantially as follows, with such additions, deletions and
variations as may be necessary or desirable and not prohibited by
this Ordinance:
NUMBER
R-
REGISTERED
INTEREST RATE:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
FORM OF BONDS
United States of America
State of Texas
Counties of Harris and Chambers
DENOMINATION
REGISTERED
CITY OF BAYTOWN, TEXAS
GENERAL OBLIGATION
AND REFUNDING BOND
SERIES 1995
MATURITY DATE: ISSUE DATE: CUSIP:
July 1, 1995
DOLLARS
The City of Baytown, Texas (the "City ") promises to pay to the
registered owner identified above, or registered assigns, on the
date specified above, upon presentation and surrender of this Bond
at the principal corporate trust office of First Interstate Bank of
Texas, 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 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
July 1, 1995, or the most recent interest payment date to which
interest has been paid or duly provided for. Interest on this Bond
is payable by check on February 1 and August 1, beginning on
February 1, 1996, mailed to the registered owner as shown on the
books of registration kept by the Registrar as of the fifteenth
(15th) day of the month next preceding each interest payment date,
or by such other method, acceptable to the Registrar, requested by
and at the risk and expense of the Owner.
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•
•
•
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND 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 Bond has been signed with the manual
or facsimile signature of the Mayor and countersigned with the
manual or facsimile signature of the City Clerk, and the official
seal of the City has been duly impressed, or placed in facsimile,
on this Bond.
(AUTHENTICATION
CERTIFICATE)
(SEAL) CITY OF BAYTOWN, TEXAS
Mayor
City Clerk
(Back Panel of Bond)
THIS BOND is one of a duly authorized issue of Bonds,
aggregating $10,480,000 (the "Bonds "), issued for the purpose of
refunding a portion of the City's outstanding bonds and for the
following purposes:
purchase of land for and construction of a public works
maintenance facility ($2,490,000);
constructing, improving, and permanently equipping public
buildings ($1,425,000); and
improving lands for park purposes, including improvements
along Goose Creek stream ($395,000),
authorized at an election held in the City on May 4, 1991 and
pursuant to an ordinance adopted by the City Council on June 22,
1995 (the "Ordinance ") .
THE CITY RESERVES THE RIGHT to redeem Bonds, in whole or from
time to time in part, in integral multiples of $5,000, on
February 1, 2005, or any date thereafter at par plus accrued
interest on the principal amounts called for redemption to the date
fixed for redemption. Reference is made to the Ordinance for
complete details concerning the manner of redeeming the Bonds.
THE BONDS maturing in the year 2016 (the "Term Bonds ") are
subject to mandatory redemption prior to maturity in the amounts
and on the dates set out below, at a price of par plus accrued
interest to the redemption date:
February 1, 2014 $330,000
February 1, 2015 355,000
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The particular Term Bonds to be redeemed shall be selected by
the Registrar by lot or other customary random method, on or before
January 1 of each year in which Term Bonds are to be mandatorily
redeemed. The principal amount of Term Bonds to be mandatorily
redeemed in each year shall be reduced by the principal amount of
such Term Bonds that have been optionally redeemed on or before
January 1 of such year and which have not been made the basis for
a previous reduction.
NOTICE OF ANY REDEMPTION shall be given at least thirty (30)
days prior to the date fixed for redemption by first class mail,
addressed to the registered owners of each Bond to be redeemed in
whole or in part at the address shown on the books of registration
kept by the Registrar. When Bonds or portions thereof have been
called for redemption, and due provision has been made to redeem
the same, the amounts so redeemed shall be payable solely from the
funds provided for redemption, and interest which would otherwise
accrue on the amounts called for redemption shall terminate on the
date fixed for redemption.
THIS BOND IS TRANSFERABLE only upon presentation and surrender
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, subject
• to the terms and conditions of the Ordinance.
THE BONDS ARE EXCHANGEABLE at the principal corporate trust
office of the Registrar for Bonds in the principal amount of $5,000
or any integral multiple thereof, subject to the terms and
conditions of the Ordinance.
NEITHER THE CITY NOR THE REGISTRAR shall be required to
transfer or exchange any Bond during the 15 day period next
preceding any interest payment date.
THIS BOND shall not be valid or obligatory for any purpose or
be entitled to any benefit under the Ordinance unless this Bond is
either (i) registered by the Comptroller of Public Accounts of the
State of Texas by registration certificate attached or affixed
hereto or (ii) authenticated by the Registrar by due execution of
the authentication certificate endorsed hereon.
THE REGISTERED OWNER of this Bond, by acceptance hereof,
acknowledges and agrees to be bound by all the terms and conditions
of the Ordinance.
THE CITY has covenanted in the Ordinance that it will at all
times provide a legally qualified registrar for the Bonds and will
cause notice of any change of registrar to be mailed to each
• registered owner.
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IT IS HEREBY certified, recited and covenanted that this Bond
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
Bond have been performed, exist and have been done in accordance
with law; and that annual ad valorem taxes, within the limits
prescribed by law, sufficient to provide for the payment of the
interest on and principal of this Bond, as such interest comes due
and such principal matures, have been levied and ordered to be
levied against all taxable property in the City, and have been
pledged irrevocably for such payment.
Form of Registration Certificate
of Comptroller of Public Accounts
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified
as to validity, and approved by the Attorney General of the State
of Texas, and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS MY SIGNATURE AND SEAL this
xxxxxxxxxx
Comptroller of Public Accounts
(SEAL) of the State of Texas
Form of Registrar's Authentication Certificate
AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been delivered
pursuant to the Bond Ordinance described in the text of
this Bond.
First Interstate Bank of Texas, N.A.
By
Authorized Signature '
Date of Authentication
Form of Assignment
ASSIGNMENT
For value received, the undersigned hereby sells, assigns, and
transfers unto
(Please print or type name, address, and zip code of Transferee)
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0
(Please insert Social Security or Taxpayer Identification Number of
Transferee)
the within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints
attorney to transfer said Bond on the books kept for registration
thereof, with full power of substitution in the premises.
DATED:
Signature Guaranteed:
NOTICE: Signature must be
guaranteed by a member firm
of the New York Stock
Exchange or a commercial
bank or trust company.
Registered Owner
NOTICE: The signature above
must correspond to the name of
the registered owner as shown
on the face of this Bond in
every particular, without any
alteration, enlargement or
change whatsoever.
Form of Statement of Insurance
MBIA Insurance Corporation (the "Insurer ") has issued a policy
• containing the following provisions, such policy being on file at
First Interstate Bank of Texas, N.A., Houston, Texas.
The Insurer, in consideration of the payment of the premium
and subject to the terms of this policy, hereby unconditionally and
irrevocably guarantees to any owner, as hereinafter defined, of the
following described obligations, the full and complete payment
required to be made by or on behalf of the Issuer to First
Interstate Bank of Texas, N.A., Houston, Texas, or its successor
(the "Paying Agent ") of an amount equal to (i) the principal of
(either at the stated maturity of by any advancement of maturity
pursuant to a mandatory sinking fund payment) and interest on, the
obligations (as that term is defined below) as such payments shall
become due but shall not be so paid (except that in the event of
any acceleration of the due date of such principal by reason of
mandatory or optional redemption or acceleration resulting from
default or otherwise, other than any advancement of maturity
pursuant to mandatory sinking fund payment, the payments guaranteed
hereby shall be made in such amounts and at such times as such
payments of principal would have been due had there not been any
such acceleration) ; and (ii) the reimbursement of any such payment
which is subsequently recovered from any owner pursuant to a final
judgment by a court of competent jurisdiction that such payment
constitutes an avoidable preference to such owner within the
meaning of any applicable bankruptcy law. The amounts referred to
• in clauses W and (ii) of the preceding sentence shall be referred
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• to herein collectively as the "Insured Amounts." "Obligations"
shall mean:
$10,480,000
City of Baytown, Texas
General Obligation and Refunding Bonds, Series 1995
Upon receipt of telephonic or telegraphic notice, such notice
subsequently confirmed in writing by registered or certified mail,
or upon receipt of written notice by registered or certified mail,
by the Insurer from the Paying Agent or any owner of any Obligation
the payment of an Insured Amount for which is then due, that such
required payment has not been made, the Insurer on the due date of
such payment or within one business day after receipt of notice of
such nonpayment, whichever is later, will make a deposit of funds,
in an account with State Street Bank and Trust Company, N.A., in
New York, New York, or its successor, sufficient for the payment of
any such Insured Amounts which are then due. Upon presentment and
surrender of such Obligations or presentment of such other proof of
ownership of the Obligations, together with any appropriate
instruments of assignment to evidence the assignment of the Insured
Amounts due on the Obligations as are paid by the Insurer, and
appropriate instruments to effect the appointment of the Insurer as
agent for such owners of the Obligations in any legal proceeding
relating to payment of Insured Amounts on the Obligations, such
instruments being in a form satisfactory to State Street Bank and
Trust Company, N.A., State Street Bank and Trust Company, N.A.
shall disburse to such owners or the Paying Agent payment of the
Insured Amounts due on such Obligations, less any amount held by
the Paying Agent for the payment of such Insured Amounts and
legally available therefor. This policy does not insure against
loss of any prepayment premium which may at any time be payable
with respect to any Obligation.
As used herein, the term "owner" shall mean the registered
owner of any Obligation as indicated in the books maintained by the
Paying Agent, the Issuer, or any designee of the Issuer for such
purpose. The term owner shall not include the Issuer or any party
whose agreement with the Issuer constitutes the underlying security
for the Obligations.
Any service of process on the Insurer may be made to the
Insurer at its offices located at 113 King Street, Armonk, New York
10504 and such service of process shall be valid and binding.
This policy is non - cancellable for any reason. The premium on
this policy is not refundable for any reason including the payment
prior to maturity of the Obligations.
DISCLOSURE OF GUARANTY FUND NONPARTICIPATION: In the event the
• Insurer is unable to fulfill its contractual obligation under this
policy or contract or application or certificate or evidence of
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coverage, the policyholder or certificateholder is not protected by
an insurance guaranty fund or other solvency protection
arrangement.
MBIA Insurance Corporation
18. Legal Opinion; Cusip Numbers; Bond Insurance. The
approving opinion of Vinson & Elkins L.L.P., Houston, Texas, and
CUSIP Numbers may be printed on the Bonds, but errors or omissions
in the printing of such opinion or such numbers shall have no
effect on the validity of the Bonds.
The purchase of and payment of the premium for municipal bond
insurance by the City, in accordance with the terms of a commitment
for such insurance presented to and hereby approved by the City
Council is hereby authorized. 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, and the printing on the Bonds of an appropriate legend
regarding such insurance is hereby approved.
19. Interest and Sinking Fund; Tax Levy. There is hereby
established a separate fund of the City to be known as the City of
Baytown, Texas, General Obligation and Refunding Bonds, Series 1995
Interest and Sinking Fund (the "Interest and Sinking Fund ") , which
shall be kept separate and apart from all other funds of the City.
The proceeds from all taxes levied, assessed and collected for and
on account of the Bonds authorized by this Ordinance shall be
deposited, as collected, in the Interest and Sinking Fund. While
the Bonds or any part of the principal thereof or interest thereon
remain outstanding and unpaid, there is hereby levied and there
shall be annually assessed and collected in due time, form and
manner, and at the same time as other City taxes are assessed,
levied and collected, in each year, beginning with the current
year, a continuing direct annual ad valorem tax, within the limits
prescribed by law, upon all taxable property in the City,
sufficient to pay the current interest on the Bonds as the same
becomes due and to provide and maintain a sinking fund of not less
than two percent of the principal amount of the Bonds or the amount
required to pay each installment of principal of the Bonds as the
same matures, whichever is greater, full allowance being made for
delinquencies and costs of collection, and said taxes are hereby
irrevocably pledged to the payment of the interest on and principal
of the Bonds and to no other purpose.
20. Further Proceedings. After the Bonds to be initially
issued have been executed, it shall be the duty of the Mayor and
other appropriate officials and agents of the City to deliver the
Bonds to be initially issued and all pertinent records and
proceedings to the Attorney General of the State of Texas, for
• examination and approval. After the Bonds to be initially issued
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have been approved by the Attorney General, they shall be delivered
to the Comptroller for registration. Upon registration of the
Bonds to be initially issued, the Comptroller (or the Comptroller's
bond clerk or an assistant bond clerk lawfully designated in
writing to act for the Comptroller) shall manually sign the
Comptroller's Registration Certificate prescribed herein and the
seal of said Comptroller shall be impressed, or placed in
facsimile, thereon.
21. Sale; Bond Purchase Agreement. The Bonds are hereby sold
and shall be delivered to the Underwriters at a price of
$10,316,939.70 plus accrued interest to the date of delivery, in
accordance with the terms of a bond purchase agreement of even date
herewith, presented to and hereby approved by the City Council,
which price and terms are hereby found and determined to be the
most advantageous reasonably obtainable by the City. The Mayor and
other appropriate officials of the City are hereby authorized and
directed to execute such bond purchase agreement on behalf of the
City, and the Mayor and all other officers, agents and
representatives of the City are hereby authorized to do any and all
things necessary or desirable to satisfy the conditions set out
therein and to provide for the issuance and delivery of the Bonds.
22. Tax Exemption. (a) General Tax Covenant. The City
• intends that the interest on the Bonds shall be excludable from
gross income for purposes of federal income taxation pursuant to
sections 103 and 141 through 150 of the Code, and applicable
regulations. 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 interest on the
Bonds to be includable in gross income, as defined in section 61 of
the Code, of the Owners thereof for purposes of federal income
taxation. In particular, the City covenants and agrees to comply
with each requirement of this Section 22; provided, however, that
the City shall not be required to comply with any particular
requirement of this Section 22 if the City has received an opinion
of nationally recognized bond counsel ( "Counsel's Opinion ") that
such noncompliance will not adversely affect the exclusion from
gross income for federal income tax purposes of interest on the
Bonds or if the City has received a Counsel's Opinion to the effect
that compliance with some other requirement set forth in this
Section 22 will satisfy the applicable requirements of the Code, in
which case compliance with such other requirement specified in such
Counsel's Opinion shall constitute compliance with the
corresponding requirement specified in this Section 22.
(b) Use of Proceeds. The City covenants and agrees that its
use of the Net Proceeds of the Bonds and the Refunded Bonds will at
all times satisfy the following requirements:
r i
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•
(i) The City will use all of the Net Proceeds of
the Bonds to (A) acquire Escrowed Securities
(as hereinafter defined) sufficient to pay the
principal of and interest on the Refunded
Bonds, (B) for the purpose of constructing
various public improvements (the "New Money
Portion of the Bonds ") , and (C) to pay the
costs of issuing the Bonds, except for
amounts, if any, described in the Report as
the rounding amount and the ending cash
balance in the Escrow Fund (as hereinafter
defined) . The City has limited and will limit
the amount of original or investment proceeds
of each issue of the Refunded Bonds and the
New Money Portion of the Bonds to be used
(other than use as a member of the general
public) in the trade or business of any person
other than a governmental unit to an amount
aggregating no more than ten percent of the
Net Proceeds of each issue of the Refunded
Bonds and the New Money Portion of the Bonds,
respectively ( "private -use proceeds ") . For
purposes of this Section, the term "person"
includes any individual, corporation,
•
partnership, unincorporated association, or
any other entity capable of carrying on a
trade or business; and the term "trade or
business" means, with respect to any natural
person, any activity regularly carried on for
profit and, with respect to persons other than
natural persons, any activity other than an
activity carried on by a governmental unit.
Any use of proceeds of the Refunded Bonds or
the Bonds in any manner contrary to the
guidelines set forth in Revenue Procedure 93-
19, including any revisions or amendments
thereto, shall constitute the use of such
proceeds in the trade or business of one who
is not a governmental unit;
The City has not permitted and will not permit
more than five percent of the Net Proceeds of
any issue of the Refunded Bonds or the New
Money Portion of the Bonds to be used in the
trade or business of any person other than a
governmental unit if such use is unrelated to
the governmental purpose of such Refunded
Bonds or the New Money Portion of the Bonds.
Further, the amount of private -use proceeds of
• the Refunded Bonds or the New Money Portion of
the Bonds in excess of five percent of the Net
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Proceeds of any issue of the Refunded Bonds or
the New Money Portion of the Bonds ( "excess
private -use proceeds ") did not and will not
exceed the proceeds of the Refunded Bonds or
the New Money Portion of the Bonds expended
for the governmental purpose of the Refunded
Bonds or the New Money Portion of the Bonds to
which such excess private -use proceeds relate;
(iii) The City has not permitted and will not permit
an amount of proceeds of any issue of the
Refunded Bonds or the New Money Portion of the
Bonds exceeding the lesser of (a) $5,000,000
or (b) five percent of the Net Proceeds of
such issue of the Refunded Bonds or the New
Money Portion of the Bonds to be used,
directly or indirectly, to finance loans to
persons other than governmental units.
When used in this Section 22, the term Net-Proceeds of the Bonds
and the Refunded Bonds shall mean the proceeds from the sale of
each issue of the Bonds and the Refunded Bonds, respectively,
including investment earnings on the proceeds of such issue, less
accrued interest with respect to such issue.
• (c) No Federal Guaranty. 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 applicable regulations thereunder, except as
permitted by section 149(b)(3) of the Code and such regulations.
(d) Bonds are not Hedge Bonds. The City covenants and agrees
that not more than 50 percent of the New Money Portion of the Bonds
will be invested in nonpurpose investments (as defined in section
148(f)(6)(A) of the Code) having a substantially guaranteed yield
for four years or more within the meaning of section
149 (g) (3) (A) (ii) of the Code, and the City reasonably expects that
at least 85 percent of the spendable proceeds of the New Money
Portion of the Bonds will be used to carry out the governmental
purposes of the Bonds within the three -year period beginning on the
date the Bonds are issued. Furthermore, the City represents that
not more than 50 percent of the proceeds of each issue of the
Refunded Bonds (including any issue of bonds refunded by the
Refunded Bonds) was invested in nonpurpose investments (as defined
in section 148(f)(6)(A) of the Code) having a substantially
guaranteed yield for four years or more within the meaning of
section 149(g) (3) (A) (ii) of the code, and the City reasonably
expected at the time each issue of the Refunded Bonds (including
• any issue of bonds refunded by the Refunded Bonds) was issued that
at least 85 percent of the spendable proceeds of each such issue
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•
would be used to carry out the governmental purposes of such issues
within the corresponding three -year period beginning on the
respective dates of issue of such Refunded Bonds.
(e) No-Arbitrage Covenant. The City shall 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 City will reasonably expect
that 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(x) of the Code and applicable regulations thereunder.
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 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 applicable regulations
thereunder.
(f) Arbitrage Rebate. 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 obligations of the City or moneys which do not represent
gross proceeds of any obligations of the City, (ii) calculate at
such times as are required by applicable regulations, the amount
earned from the investment of the gross proceeds of the Bonds which
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 by applicable
regulations, all amounts required to be rebated to the federal
government. Further, the City will not indirectly pay any amount
otherwise payable to the federal government pursuant to the
foregoing requirements to any person other than the federal
government by entering into any investment arrangement with respect
to the gross proceeds of the Bonds that might result in a reduction
in the amount required to be paid to the federal government because
such arrangement results in a smaller profit or larger loss than
would have resulted if the arrangement had been at arms length and
had the yield on the issue not been relevant to either party.
(g) Information Reporting. The City covenants and agrees to
file or cause to be filed with the Secretary of the Treasury, not
later than the 15th day of the second calendar month after the
• close of the calendar quarter in which the Bonds are issued, an
information statement concerning the Bonds, all under and in
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accordance with section 149(e) of the Code and applicable
regulations thereunder.
(h) Continuing Obligation. Notwithstanding any other
provision of this Ordinance, the City's obligations under the
covenants and provisions of this Section 22 shall survive the
defeasance and discharge of the Bonds.
23. Use of Proceeds. Proceeds from the sale of the Bonds
shall, promptly upon receipt by the City, be applied as follows:
(a) Accrued interest shall be deposited into the
Interest and Sinking Fund and invested only in direct
obligations of the United States of America.
(b) $4,310,000 from the proceeds of the Bonds shall be used
for the purpose of the purchase of land for and construction
of a public works maintenance facility, constructing,
improving, and permanently equipping public buildings, and
improving lands for park purposes, including improvements
along Goose Creek stream. Earnings on investments of such
proceeds may, at the City's discretion, be transferred to the
Interest and Sinking Fund.
(c) The balance of the proceeds from the sale of the
Bonds shall be applied to establish an escrow fund to
refund the Refunded Bonds, as more fully provided below,
and, to the extent not otherwise provided for, to pay all
expenses arising in connection with the issuance of the
Bonds, the establishment of such escrow fund and the
refunding of the Refunded Bonds. Any proceeds of the
Bonds remaining 'after making all such deposits and
payments shall be deposited into the Interest and Sinking
Fund.
24. Escrow Agreement. The discharge and defeasance of the
Refunded Bonds shall be effectuated pursuant to the terms and
provisions of an Escrow Agreement to be entered into by and between
the City and the Escrow Agent, which shall be substantially in the
form attached hereto as Exhibit B, the terms and provisions of
which are hereby approved, subject to such insertions, additions
and modifications as shall be necessary (a) to carry out the
program designed for the City by the Underwriters, and which shall
be certified as to mathematical accuracy by KPMG Peat Marwick LLP,
Certified Public Accountants, whose Report shall be attached to the
Escrow Agreement (b) to maximize the City's present value savings
and /or to minimize the City's costs of refunding, (c) to comply
with all applicable laws and regulations relating to the refunding
of the Refunded Bonds and (d) to carry out the other intents and
purposes of this Ordinance, and the Mayor or Mayor Pro Tem is
hereby authorized to execute and deliver such Escrow Agreement on
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0
•
•
behalf of the City in multiple counterparts and the City Clerk or
an Assistant City Clerk is hereby authorized to attest thereto and
affix the City's seal.
25. Redemption of Bonds. The City hereby irrevocably calls
the following bonds of the City for redemption prior to maturity on
the followings date, at a price of par plus accrued interest to the
date fixed for redemption, and authorizes and directs notice of
such redemption to be given in accordance with the proceedings
authorizing the issuance of such bonds:
Bonds to be Redeemed
General Obligation Refunding
Bonds, Series 1985
Maturities 1997 through 1999
Public Improvement Bonds,
Series 1986
Maturities 1998 and 1999
Public Improvement Bonds,
Series 1988
Maturities 2000 through 2003
Harris County MUD #3
Waterworks & Sewer System
Combination Unlimited Tax
& Revenue Bonds, Series 1984
Maturities 1998 through 2007
Redemption Date
August 1, 1995
February 1, 1996
February 1, 1998
April 1, 1997
26. Purchase of United States Treasury Obligations. To
assure the purchase of the Escrowed Securities referred to in the
Escrow Agreement, the Mayor or Mayor Pro Tem, the City Manager, and
the Escrow Agent are hereby authorized to subscribe for, agree to
purchase, and purchase non - callable obligations of the United
States of America, in such amounts and maturities and bearing
interest at such rates as may be provided for in the Report, and to
execute any and all subscriptions, purchase agreements,
commitments, letters of authorization and other documents necessary
to effectuate the foregoing, and any actions heretofore taken for
such purpose are hereby ratified and approved.
27. Transfer from Interest and Sinking Funds. On the date of
delivery of and payment for the Bonds there shall be transferred
from the interest and sinking funds for the Refunded Bonds to the
Escrow Agent, an amount sufficient, when added to the proceeds of
the Bonds, to provide for the refunding of the Refunded Bonds, all
as set out in the Report.
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0 28. Payments under the Policy.
A. In the event that, on the second Business Day, and again
on the Business Day, prior to the payment date on the Bonds, the
Registrar has not received sufficient moneys to pay all principal
of and interest on the Bonds due on the second following or
following, as the case may be, Business Day, the Registrar shall
immediately notify the Insurer or its designee on the same Business
Day by telephone or telegraph, confirmed in writing by registered
or certified mail, of the amount of the deficiency.
B. If the deficiency is made up in whole or in part prior to
or on the payment date, the Registrar shall so notify the Insurer
or its designee.
C. In addition, if the Registrar has notice that any Owner
has been required to disgorge payments of principal or interest on
the Bonds to a trustee in Bankruptcy or creditors or others
pursuant to a final judgment by a court of competent jurisdiction
that such payment constitutes a voidable preference to such Owner
within the meaning of any applicable bankruptcy laws, then the
Registrar shall notify the Insurer or its designee of such fact by
telephone or telegraphic notice, confirmed in writing by registered
or certified mail.
• D. The Registrar is hereby irrevocably designated,
appointed, directed and authorized to act as attorney -in -fact for
Owners of the Bonds as follows:
1. If and to the extent there is a deficiency in
amounts required to pay interest on the Bonds, the
Registrar shall (a) execute and deliver to State Street
Bank and Trust Company , N.A., or its successors under
the Policy (the "Insurance Paying Agent ") , in form
satisfactory to the Insurance Paying Agent, an instrument
appointing the Insurer as agent for such Owners in any
legal proceeding related to the payment of such interest
and an assignment to the Insurer of the claims for
interest to which such deficiency relates and which are
paid by the Insurer, (b) receive as designee of the
respective Owners (and not as Paying Agent) in accordance
with the tenor of the Policy payment from the Insurance
Paying Agent with respect to the claims for interest so
assigned, and (c) disburse the same to such respective
Owners; and
2. If and to the extent of a deficiency in amounts
required to pay principal of the Bonds, the Registrar
shall (a) execute and deliver to the Insurance Paying
• Agent in form satisfactory to the Insurance Paying Agent
an instrument appointing the Insurer as agent for such
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• Owner in any legal proceeding relating to the payment of
such principal and an assignment to the Insurer of any of
the Bonds surrendered to the Insurance Paying Agent of so
much of the principal amount thereof as has not
previously been paid or for which moneys are not held by
the Registrar and available for such payment (but such
assignment shall be delivered only if payment from the
Insurance Paying Agent is received), (b) receive as
designee of the respective Owners (and not as Paying
Agent) in accordance with the tenor of the Policy payment
therefor from the Insurance Paying Agent, and (c)
disburse the same to such Owners.
E. Payments with respect to claims for interest on and
principal of Bonds disbursed by the Registrar from proceeds of the
Policy shall not be considered to discharge the obligation of the
City with respect to such Bonds, and the Insurer shall become the
owner of such unpaid Bond and claims for the interest in accordance
with the tenor of the assignment made to it under the provisions of
this subsection or otherwise.
F. Irrespective of whether any such assignment is executed
and delivered, the City and the Registrar hereby agree for the
benefit of the Insurer that,
• 1. They recognize that to the extent the Insurer
makes payments, directly or indirectly (as by paying
through the Registrar) , on account of principal of or
interest on the Bonds, the Insurer will be subrogated to
the rights of such Owners to receive the amount of such
principal and interest from the City, with interest
thereon as provided and solely from the sources stated in
this Ordinance and the Bonds; and
•
2. They will accordingly pay to the Insurer the
amount of such principal and interest (including
principal and interest recovered under subparagraph (ii)
of the first paragraph of the Policy, which principal and
interest shall be deemed past due and not to have been
paid), with interest thereon as provided in this
Ordinance and the Bonds, but only from the sources and in
the manner provided herein for the payment of principal
of and interest on the Bonds to Owners, and will
otherwise treat the Insurer as the owner of such rights
to the amount of such principal and interest.
G. In connection with the issuance of additional Bonds, the
City shall deliver to the Insurer a copy of the disclosure
document, if any, circulated with respect to such additional Bonds.
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• H. Copies of any amendments made to the documents executed
in connection with the issuance of the Bonds which are consented to
by the Insurer shall be sent to Standard & Poor's Corporation.
I. The Insurer shall receive notice of the resignation or
removal of the Registrar and the appointment of a successor
thereto.
J. The Insurer shall receive copies of all notices required
to be delivered to Owners, and, on an annual basis, copies of the
City's audited financial statements and annual budget.
29. Notices: Any notice that is required to be given to an
Owner of the Bonds or to the Registrar pursuant to the Ordinance
shall also be provided to the Insurer. All notices required to be
given to the Insurer under the Ordinance shall be in writing and
shall be sent by registered or certified mail addressed to MBIA
Insurance Corporation, 113 King Street, Armonk, New York 10504
Attention: Surveillance.
30. Related Matters. To satisfy in a timely manner all of
the City's obligations under this Ordinance, the bond purchase
agreement, and the Escrow Agreement, the Mayor or Mayor Pro Tem,
the City Manager, the City Clerk or an Assistant City Clerk, and
all other appropriate officers and agents of the City are hereby
authorized and directed to take all other actions that are
reasonably necessary to provide for the refunding of the Refunded
Bonds, including, without limitation, executing and delivering on
behalf of the City all certificates, consents, receipts, requests,
and other documents as may be reasonably necessary to satisfy the
City's obligations under the Escrow Agreement, the Bond Purchase
Agreement, and this Ordinance and to direct the application of
funds of the City consistent with the provisions of such Escrow
Agreement and this Ordinance.
31. Registrar. The form of agreement setting forth the
duties of the Registrar is hereby approved, and the appropriate
officials of the City are hereby authorized to execute such
agreement for and on behalf of the City.
32. Official Statement. The City Council ratifies and
confirms its prior approval of the form and content of the
Preliminary Official Statement prepared in the initial offering and
sale of the Bonds and hereby authorizes the preparation of a final
Official Statement reflecting the terms of the bond purchase
agreement with the Underwriters and other relevant matters. The
use of such Official Statement in the reoffering of the Bonds by
the Underwriters is hereby approved and authorized. The proper
officials of the City are hereby authorized to execute and deliver
a certificate pertaining to such Official Statement as prescribed
•
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• therein, dated as of the date of payment for and delivery of the
Bonds.
33. No Personal Liability. No recourse shall be had for
payment of the principal of or interest on any Bonds or for any
claim based thereon, or on this Ordinance, against any official or
employee of the City or any person executing any Bonds.
34. Open Meetinct. It is hereby officially found and
determined that the meeting at which this Ordinance was adopted was
open to the public, and that public notice of the time, place and
purpose of said meeting was given, all as required by the Texas
Open Meetings Act.
35. Effective Date. This Ordinance shall become effective
immediately upon passage by this City Council and signature of the
Mayor.
PASSED AND APPROVED this 22nd day of June, 1995.
•
ATTEST:
City clerkI
CITY OF BAYTOWN, TEXAS
(SEAL)
•
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ayor
CITY OF BAYTOWN, TEXAS
EXHIBIT
A
Issue
Amount
Maturities
City of Baytown, Texas
General Obligation Refunding
Bonds, Series 1985
$ 740,000
1997/1999
City of Baytown, Texas
Public Improvement Bonds,
Series 1986
1,050,000
1998/1999
City of Baytown, Texas
Public Improvement Bonds,
Series 1988
400,000
2000/2003
Harris County MUD #3 WW & SS
Combination Unlimited Tax
and Revenue Bonds, Series 1984
4,075,000
1998/2007
•
•
•
•
•
EXHIBIT B
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Escrow Agreement ") dated for
convenience June 22, 1995, but effective on the Escrow Funding Date
described herein, is made and entered into by and between the City
of Baytown, Texas, an incorporated city of the State of Texas (the
"City "), and Texas Commerce Bank National Association, Houston,
Texas, as escrow agent (together with any successor or assign in
such capacity, the "Escrow Agent ").
WHEREAS, the City has heretofore issued or assumed and there
remain outstanding the bonds described in Appendix A attached
hereto (the "Refunded Bonds "); and
WHEREAS, the City desires to refund the Refunded Bonds in
advance of maturity; and
WHEREAS, Article 717k, Vernon's Texas Civil Statutes, as
amended, authorizes and empowers the City to deposit the proceeds
of refunding bonds payable from ad valorem taxes of the City,
together with other available funds or resources, with any place of
payment for the Refunded Bonds in an amount which is sufficient to
provide for the payment or redemption of the principal of and
interest on the Refunded Bonds; and
WHEREAS, the City Council of the City has adopted an ordinance
authorizing the issuance of the City's General Obligation and
Refunding Bonds, Series 1995, in the aggregate principal amount of
$10,480,000 (the "Refunding Bonds ") , for the purpose, among others,
of providing the funds necessary to refund the Refunded Bonds, to
provide a savings in debt service; and
WHEREAS, the City Council of the City has further determined
to effectuate the advance refunding of the Refunded Bonds pursuant
to this Escrow Agreement, under which provision is made for the
safekeeping, investment, reinvestment, administration and
disposition of the proceeds of the Refunding Bonds and other funds,
so as to provide firm banking and financial arrangements for the
discharge and final payment or redemption of the Refunded Bonds;
NOW, THEREFORE, in consideration of the mutual undertakings,
promises and agreements herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and in order to secure the full and timely
payment of the principal of and the interest on the Refunded Bonds,
the City and the Escrow Agent agree as follows:
•
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.01. Definitions. Unless otherwise expressly
provided or unless the context clearly requires otherwise, the
following terms shall have the respective meanings specified below
for all purposes of this Escrow Agreement:
"City" shall mean the City of Baytown, Texas, and any
successor to its duties and functions.
"Code" shall mean the Internal Revenue Code of 1986, as
amended, and the applicable regulations thereunder and under the
Internal Revenue Code of 1954.
"Escrow Agent" shall mean Texas Commerce Bank National
Association, Houston, Texas, in its capacity as escrow agent
hereunder, and any successor or assign in such capacity.
"Escrow Agreement" shall mean this escrow agreement by and
between the City and the Escrow Agent.
"Escrow Fund" shall mean the fund created in Section 3.01 of
• this Escrow Agreement to be administered by the Escrow Agent
pursuant to the provisions of this Escrow Agreement.
"Escrow Funding Date" shall mean the date on which the City
deposits with the Escrow Agent the cash and Escrowed Securities
described in Section 2.01.
"Escrowed Securities" shall mean the direct non - callable
obligations of or direct, non - callable, non - prepayable obligations
the principal of and interest on which are unconditionally
guaranteed for full and timely payment by, the United States of
America, initially purchased for deposit into the Escrow Fund, all
as more fully described in the Report.
"Paying Agent for the Refunded Bonds" shall mean Texas
Commerce Bank National Association, Houston, Texas (successor to
First City National Bank, MTrust Corp., and Bank of the Southwest) .
"Refunded Bond Ordinances" shall mean the ordinances and
resolution authorizing the issuance, sale and delivery of the
Refunded Bonds.
"Refunded Bonds" shall mean the bonds described in Appendix A
attached hereto.
•
• "Refunding Bonds" shall mean the City's General Obligation and
Refunding Bonds, Series 1995, dated July 1, 1995, in the initial
aggregate principal amount of $10,480,000.
"Refunding Bond Ordinance" shall mean the City's Ordinance
adopted June 22, 1995, authorizing the issuance, sale and delivery
of the Refunding Bonds.
"Report" shall mean the verification report prepared by KPMG
Peat Marwick LLP, relating to the advance refunding of the Refunded
Bonds, a copy of which is attached hereto as Exhibit A, and any
subsequent report required by Section 5.02.
Section 1.02. Interpretations. The titles and headings of
the articles and sections of this Escrow Agreement 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 the terms hereof. This Escrow Agreement and all of the
terms and provisions hereof shall be liberally construed to
effectuate the purposes set forth herein and to achieve the
intended purpose of providing for the refunding of the Refunded
Bonds in accordance with applicable law.
ARTICLE II
DEPOSIT OF FUNDS AND ESCROWED SECURITIES
Section 2.01. Deposits with Escrow Agent; Acquisition of
Escrowed Securities. On the Escrow Funding Date the City will
deposit, or cause to be deposited, with the Escrow Agent the
following:
(a) Escrowed Securities in the principal amount of
$ ; and
(b) A beginning cash balance of $
ARTICLE III
CREATION AND OPERATION OF ESCROW FUND
Section 3.01. Escrow Fund. On the Escrow Funding Date the
Escrow Agent will create on its books a special fund and
irrevocable escrow to be known as the City of Baytown, Texas,
General Obligation and Refunding Bonds, Series 1995, Escrow Fund
into which will be deposited the cash and Escrowed Securities
described in Section 2.01. The Escrowed Securities, all proceeds
therefrom, and all cash balances from time to time on deposit in
the Escrow Fund shall be the property of the Escrow Fund and shall
• be applied only in strict conformity with the terms and conditions
hereof. The Escrowed Securities, all proceeds therefrom and all
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• cash balances from time to time on deposit in the Escrow Fund are
hereby irrevocably pledged to the payment of the principal of and
interest on the Refunded Bonds, which payment shall be made by
timely transfers to the Paying Agent for the Refunded Bonds of such
amounts at such times as are provided in Section 3.02 hereof. When
the final transfers have been made to the Paying Agent for the
Refunded Bonds for the payment of such principal of and interest on
the Refunded Bonds, any balance then remaining in the Escrow Fund
shall be transferred to the City, and the Escrow Agent shall
thereupon be discharged from any further duties hereunder.
Section 3.02. PayLnent of Principal of and Interest on
Refunded Bonds. (a) The Escrow Agent is hereby irrevocably
instructed to transfer to the Paying Agent for the Refunded Bonds
from the cash balance from time to time on deposit in the Escrow
Fund the amounts required to pay the principal of and interest on
the Refunded Bonds as the same become due and payable, as shown in
the Report.
(b) Money transferred to and held by the Paying Agent for the
Refunded Bonds in accordance with the provisions hereof shall be
held by the Paying Agent for the Refunded Bonds as a separate fund
for the account of the respective Owners of the Refunded Bonds in
connection with which such money is held; provided, however, that
• money so held remaining unclaimed by the Owners of such Refunded
Bonds for three (3) years after the dates on which payment thereon
was due, shall be reported and disposed of by the Paying Agent for
the Refunded Bonds in accordance with the provisions of Title 6 of
the Texas Property Code.
Section 3.03. Sufficiency of Escrow Fund. The City
represents (based upon the Report) that the successive receipts of
the principal of and interest on the Escrowed Securities will
assure that the cash balance on deposit from time to time in the
Escrow Fund will be at all times sufficient to provide money for
transfer to the Paying Agent for the Refunded Bonds at the times
and in the amounts required to pay the principal of and interest on
the Refunded Bonds as such principal and interest becomes due and
payable. If any deficiency results from any error in the
calculations set forth in the Report, the City shall transfer to
the Escrow Agent for deposit to the Escrow Fund to be held pursuant
to this Escrow Agreement an additional amount of cash or securities
sufficient to provide for such deficiency.
Section 3.04. Escrow Fund. The Escrow Agent at all times
shall hold the Escrow Fund, the Escrowed Securities and all other
assets of the Escrow Fund wholly segregated from all other funds
and securities on deposit with the Escrow Agent; it shall never
allow the Escrowed Securities or any other assets of the Escrow
Fund to be commingled with any other funds or securities of the
Escrow Agent; and it shall hold and dispose of the assets of the
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Escrow Fund only as set forth herein. The Escrowed Securities and
other assets of the Escrow Fund always shall be maintained by the
Escrow Agent for the benefit of the Owners of the Refunded Bonds;
and a special account evidencing such fact shall be maintained at
all times on the books of the Escrow Agent. The Owners of the
Refunded Bonds shall be entitled to the same preferred claim and
first lien upon the Escrowed Securities, the proceeds thereof and
all other assets of the Escrow Fund as are enjoyed by other
beneficiaries of similar accounts. The amounts received by the
Escrow Agent under this Escrow Agreement shall not be considered as
a banking deposit by the City, and the Escrow Agent shall have no
right or title with respect thereto except as escrow agent under
the terms hereof. The amounts received by the Escrow Agent
hereunder shall not be subject to warrants, drafts or checks drawn
by the City.
Section 3.05. Security for Cash Balances. Cash balances from
time to time on deposit in the Escrow Fund, to the extent not
insured by the Federal Deposit Insurance Corporation or its
successor, shall be continuously secured by a pledge of direct
obligations of, or obligations unconditionally guaranteed by, the
United States of America, having a market value at least equal to
such cash balances.
ARTICLE IV
REDEMPTION OF CERTAIN
REFUNDED BONDS PRIOR TO MATURITY
Section 4.01. Optional Redemption. The City has irrevocably
called the following bonds of the City for redemption prior to
maturity on the dates set out below, at a price of par plus accrued
interest to the date fixed for redemption, and has authorized and
directed notice of such redemption to be given in accordance with
the proceedings authorizing the issuance of such bonds:
Bonds to be Redeemed
General Obligation Refunding
Bonds, Series 1985
Maturities 1997 through 1999
Public Improvement Bonds,
Series 1986
Maturities 1998 and 1999
Public Improvement Bonds,
Series 1988
Maturities 2000 through 2003
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Redemption Date
August 1, 1995
February 1, 1996
February 1, 1998
0 Bonds to be Redeemed Redemption Date
is
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Harris County MUD #3
Waterworks & Sewer System
Combination Unlimited Tax
& Revenue Bonds, Series 1984
Maturities 1998 through 2007
ARTICLE V
LIMITATION ON INVESTMENTS
April 1, 1997
Section 5.01. General. Except as herein otherwise expressly
provided, the Escrow Agent shall not have any power or duty to
invest any money held hereunder; or to make substitutions of the
Escrowed Securities; or to sell, transfer or otherwise dispose of
the Escrowed Securities.
Section 5.02. Substitution of Securities. At the written
request of -the City, and upon compliance with the conditions
hereinafter stated, the Escrow Agent shall sell, transfer,
otherwise dispose of or request the redemption of all or any
portion of the Escrowed Securities and apply the proceeds therefrom
to purchase Refunded Bonds or direct obligations of, or
obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America and
which do not permit the redemption thereof at the option of the
obligor. Any such transaction may be effected by the Escrow Agent
only if (1) the Escrow Agent shall have received a written opinion
from a recognized firm of certified public accountants that such
transaction will not cause the amount of money and securities in
the Escrow Fund to be reduced below an amount which will be
sufficient, when added to the interest to accrue thereon, to
provide for the payment of principal of and interest on the
remaining Refunded Bonds as they become due, and (2) the Escrow
Agent shall have received the unqualified written legal opinion of
nationally recognized bond counsel or tax counsel acceptable to the
City and the Escrow Agent to the effect that (a) such transaction
will not cause any of the Refunding Bonds to be an "arbitrage bond"
within the meaning of the Code, and (b) that such transaction
complies with the Constitution and laws of the State of Texas and
with all relevant documents relating to the issuance of the
Refunded Bonds and the Refunding Bonds.
ARTICLE VI
RECORDS AND REPORTS
Section 6.01. Records. The Escrow Agent shall keep books of
record and account in which complete and correct entries shall be
made of all transactions relating to the receipt, disbursement,
allocation and application of the money and Escrowed Securities
deposited to the Escrow Fund and all proceeds thereof, and such
books shall be available for inspection at reasonable hours and
under reasonable conditions by the City and the Owners of the
Refunded Bonds.
Section 6.02. Rem. For the period beginning on the
Escrow Funding Date and ending on August 31, 1995, and for each
twelve (12) month period thereafter while this Agreement remains in
effect, the Escrow Agent shall prepare and send to the City, at the
City's request, within thirty (30) days following the end of such
period a written report summarizing all transactions relating to
the Escrow Fund during such period, including, without limitation,
credits to the Escrow Fund as a result of interest payments on or
maturities of the Escrowed Securities and transfers from the Escrow
Fund to the Paying Agent for the Refunded Bonds or otherwise,
together with a detailed statement of all Escrowed Securities and
the cash balance on deposit in the Escrow Fund as of the end of
such period.
Section 6.03. Notification. The Escrow Agent shall notify
the City immediately if at any time during the term of this
agreement it determines that the cash and Escrowed Securities in
the Escrow Fund is not sufficient to provide for the transfer to
• the Paying Agent for the Refunded Bonds for timely payment of all
interest on and principal of the Refunded Bonds.
ARTICLE VII
CONCERNING THE ESCROW AGENT
Section 7.01. Representations of Escrow Agent. Texas
Commerce Bank National Association hereby represents that it is a
Paying Agent for the Refunded Bonds. The Escrow Agent has all
necessary power and authority to enter into this Escrow Agreement
and undertake the obligations and responsibilities imposed upon it
herein, and that it will carry out all of its obligations
hereunder.
Section 7.02. Limitation on Liability. The Escrow Agent
shall not be liable for any action taken or neglected to be taken
by it in good faith in the exercise of reasonable care and believed
by it to be within the discretion or power conferred upon it by
this Escrow Agreement, nor shall the Escrow Agent be responsible
for the consequences of any error of judgment; and the Escrow Agent
shall not be answerable except for its own neglect or default, nor
for any loss unless the same shall have been through its negligence
or want of good faith.
• The liability of the Escrow Agent to transfer funds to the
Paying Agent for the Refunded Bonds for the payments of the
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principal of and interest on the Refunded Bonds shall be limited to
the proceeds of the Escrowed Securities and the cash balances from
time to time on deposit in the Escrow Fund. Notwithstanding any
provision contained herein to the contrary, the Escrow Agent shall
have no liability whatsoever for the insufficiency of funds from
time to time in the Escrow Fund or any failure of the obligor of
the Escrowed Securities to make timely payment thereon, except for
its obligation to notify the City promptly of any such occurrence.
The recitals herein and in the proceedings authorizing the
Refunding Bonds shall be taken as the statements of the City and
shall not be considered as made by, or imposing any obligation or
liability upon, the Escrow Agent. In its capacity as Escrow Agent,
it is agreed that the Escrow Agent need look only to the terms and
provisions of this Escrow Agreement.
The Escrow Agent makes no representation as to the accuracy of
the Report, the value, condition or sufficiency of the Escrow Fund,
or any part thereof, or as to the title of the City thereto, or as
to the security afforded thereby or hereby, and the Escrow Agent
shall incur no liability or responsibility with respect to any of
such matters.
In the absence of bad faith, the Escrow Agent may rely
• conclusively upon the truth, completeness and accuracy of the
statements, certificates, opinions, resolutions and other documents
conforming to the requirements of this Escrow Agreement, and shall
not be obligated to make any independent investigation with respect
thereto.
It is the intention of the City and the Escrow Agent that the
Escrow Agent shall never be required to use or advance its own
funds or otherwise incur personal financial liability in the
performance of any of its duties or the exercise of any of its
rights and powers hereunder.
Unless it is specifically provided otherwise herein, the
Escrow Agent has no duty to determine or inquire into the happening
or occurrence of any event or contingency or the performance or
failure of performance of the City with respect to arrangements or
contracts with others, with the Escrow Agent's sole duty hereunder
being to safeguard the Escrow Fund and to dispose of and deliver
the same in accordance with this Escrow Agreement. If, however,
the Escrow Agent is called upon by the terms of this Escrow
Agreement to determine the occurrence of any event or contingency,
the Escrow Agent shall be obligated, in making such determination,
only to exercise reasonable care and diligence, and in event of
error in making such determination the Escrow Agent shall be liable
only for its own misconduct or its negligence. In determining the
• occurrence of any such event or contingency the Escrow Agent may
request from the City or any other person such reasonable
• additional evidence as the Escrow Agent in its discretion may deem
necessary to determine any fact relating to the occurrence of such
event or contingency, and in this connection may make inquiries of,
and consult with the City, among others, at any time.
The Escrow Agent shall be protected in acting upon any notice,
resolution, request, consent, order, certificate, report, opinion,
bond or other paper or document believed by it to be genuine, and
to have been signed or presented by the proper party or parties.
The Escrow Agent may consult with counsel, and the opinion of such
counsel shall be full and complete authorization and protection in
respect of any action taken or suffered by it in good faith and in
accordance therewith.
To the full extent permitted by law, the City agrees to
indemnify, defend and hold the Escrow Agent harmless from and
against any and all loss, damage, tax liability and expense that
may be incurred by the Escrow Agent arising out of or in connection
with its acceptance or appointment as Escrow Agent hereunder,
including attorneys fees and expenses of defending itself against
any claim or liability in connection with its performance
hereunder, except that the Escrow Agent shall not be indemnified
for any loss, damage, tax liability, or expense resulting from its
own negligence.
• Section 7.03. Compensation. On the Escrow Funding Date, the
City will pay the Escrow Agent, as a fee for performing the
services hereunder and for all expenses incurred or to be incurred
by the Escrow Agent in the administration of this Escrow Agreement
the sum of $ , which does not include fees for the Refunding
Bonds. Texas Commerce Bank National Association will continue to
act as Paying Agent for the life of the Refunded Bonds under its
existing fee schedule, with the sole remedy for nonpayment being an
action for amounts owing under the Paying Agency Agreement. The
Escrow Agent's fee does not include the cost of publication,
printing costs, or reasonable out -of- pocket expenses of the Escrow
Agent. If the Escrow Agent is requested to perform any
extraordinary services hereunder, the City hereby agrees to pay
reasonable fees to the Escrow Agent for such extraordinary services
and to reimburse the Escrow Agent for all expenses incurred by the
Escrow Agent in performing such extraordinary services. It is
expressly provided that the Escrow Agent shall look only to the
City for the payment of such additional fees and reimbursement of
such additional expenses. The Escrow Agent hereby agrees that in
no event shall it ever assert any claim or lien against the Escrow
Fund for any fees for its services, whether regular, additional or
extraordinary, as Escrow Agent, or in any other capacity, or for
reimbursement for any of its expenses.
Section 7.04. Successor Escrow Agents. This agreement may be
terminated by the City or the Escrow Agent on 60 days written
notice, but no such termination shall be effective until a
successor Escrow Agent has been appointed and has accepted such
appointment. Any successor Escrow Agent appointed by the City
shall succeed, without further act, to all the rights, immunities,
powers and trusts of the predecessor Escrow Agent hereunder. Upon
the request of any such successor Escrow Agent, the City shall
execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor Escrow Agent
all such immunities, rights, powers and duties. The Escrow Agent
shall pay over to its successor Escrow Agent a proportional part of
the Escrow Agent's fee hereunder equal to the portion of such fee
attributable to duties to be performed after the date of
succession.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Notices. Any notice, authorization, request,
or demand required or permitted to be given hereunder shall be in
writing and shall be deemed to have been duly given when mailed by
registered or certified mail, postage prepaid, addressed as
follows:
• To the Escrow Agent:
Texas Commerce Bank National Association
P. 0. Box 4717
Houston, TX 77210
Attention: Corporate Trust Department, Tax Exempt and
Agency Division Refunding Escrow
To the Cit
City of Baytown
P. 0. Box 424
Baytown, TX 77522 -0424
Attention: Mayor
The United States Post Office registered or certified mail
receipt showing delivery of the aforesaid shall be conclusive
evidence of the date and fact of delivery. Either party hereto may
change the address to which notices are to be delivered by giving
to the other party not less than ten days prior notice thereof.
Section 8.02. Termination of Escrow Agent's Obligations.
Upon the taking by the Escrow Agent of all the actions as described
herein, the Escrow Agent shall have no further obligations or
responsibilities hereunder to the City, the Owners of the Refunded
Bonds or to any other person or persons in connection with this
Escrow Agreement.
1K81C
•
•
Section 8. 03. Binding Agreement, This Escrow Agreement shall
be binding upon the City and the Escrow Agent and their respective
successors and legal representatives, and shall inure solely to the
benefit of the Owners of the Refunded Bonds, the City, the Escrow
Agent and their respective successors and legal representatives.
Section 8.04. Severability. If any one or more of the
provisions contained in this Escrow Agreement shall for any reason
be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect
any other provision of this Escrow Agreement, but this Escrow
Agreement shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein.
Section 8.05. Governing Law. This Escrow Agreement shall be
governed exclusively by the provisions hereof and by the applicable
laws of the State of Texas.
Section 8.06. Time of Essence. Time shall be of the
essence in the performance of obligations from time to time imposed
upon the Escrow Agent by this Escrow Agreement.
Executed as of June 22, 1995, but effective as set forth
herein.
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•
ATTEST:
City Clerk
(SEAL)
•
ATTEST:
Title
(SEAL)
C7
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CITY OF BAYTOWN, TEXAS
By
Mayor
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Escrow Agent
By
Title
APPENDIX A
Issue Amount Maturities
City of Baytown, Texas
General Obligation Refunding
Bonds, Series 1985 $ 740,000 1997/1999
City of Baytown, Texas
Public Improvement Bonds,
Series 1986 1,050,000 1998/1999
City of Baytown, Texas
Public Improvement Bonds,
Series 1988 400,000 2000/2003
Harris County MUD #3 WW & SS
Combination Unlimited Tax
and Revenue Bonds, Series 1984 4,075,000 1998/2007
c:
•