Ordinance No. 8,750991111 -1
0 ORDINANCE NO. 8750
AN == zORDINANCE APPROVING A .RESOLUTION. ; - AUTHORIZING :. THE
ISSUANCE OF BAYTOWN AREA WATER AUTHORITY WATER SUPPLY
CONTRACT REVENUE BONDS, SERIES 1999 (CITY OF BAYTOWN
PROJECT); ACCEPTING THE TERMS AND CONDITIONS OF SUCH
RESOLUTION; PROVIDING FOR CONTINUING DISCLOSURE WITH
RESPECT TO SUCH BONDS; AND PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the City Council (the "Council ") of the City of Baytown, Texas (the "City ") has
entered into an Amended and Restated Water Supply Contract -- Treated Water, originally dated
January 31, 1977, and amended and restated as of October 23, 1997 (the "Contract "), with the
Baytown Area Water Authority (the "Authority "); and
WHEREAS, pursuant to Chapter 600, Acts of the 63rd Legislature of the State of Texas,
Regular Session, 1973, as amended (the "Act "), and the Contract, the Authority now proposes to
issue its bonds styled "Baytown Area Water Authority Water Supply Contract Revenue Bonds,
Series 1999 (City of Baytown Project) (the "Bonds "); and
WHEREAS, the Act and the Contract require that the Council approve the Authority's
resolution authorizing issuance of the Bonds (the "Bond Resolution ") prior to issuance and delivery
of the Bonds.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
BAYTOWN, TEXAS:
Section 1: A copy of the Bond Resolution has been submitted to the Council in the form
attached hereto as Exhibit "A" and made a part hereof. The Bond Resolution, including all of the
terms and conditions thereof, is hereby approved, and the Bonds are hereby approved and authorized
to be issued pursuant to the Bond Resolution.
Section 2: In consideration ofthe issuance ofthe Bonds by the Authority, the City hereby
makes the following agreement for the benefit ofthe Authority and the holders and beneficial owners
of the Bonds. The City is required to observe the agreement for so long as it is an "obligated person"
with respect to the Bonds within the meaning of SEC Rule 15c2 -12 (the "Rule ").
(a) The City shall provide annually to each nationally recognized municipal securities
information repository ( "NRMSIR ") and the state information depository ( "SID "), within six months
after the end of each fiscal year, financial information and operating data with respect to the City of
the general type included in the Official Statement for the Bonds under Tables 3 through 5 and in
Appendix B. The information to be provided will include audited financial statements, if the City
commissions an audit and it is completed by the required time. If audited financial statements are
not available by the required time, the City will provide unaudited financial statements at the
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required time and audited financial statements when and if they become available. Any financial
statements so to be provided shall be prepared in accordance with the accounting principles
described in Appendix B to the Official Statement, or such other accounting principles as the City
may be required=to 1 employ -from time to time pursuant to State law or-regulation.
If the City changes its fiscal year, it will notify each NRMSIR and the SID of the change (and
of the date of the new fiscal year end) prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the Municipal
Securities Rulemaking Board ( "MSRB ") ) that theretofore has been provided to each NRMSIR and
the SID or filed with the United States Securities and Exchange Commission ( the "SEC ").
The City shall notify the SID and either each NRMSIR or the MSRB, in a timely manner, of
any failure by the City to provide financial information or operating data in accordance with this
agreement.
(b) The City shall be obligated to observe and perform the covenants specified in this
Section for so long as, but only for so long as, the City remains an "obligated person" with respect
to the Bonds within the meaning of the Rule.
The provisions of this Section are for the sole benefit of the Authority and the holders and
beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any
benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and notices
which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to
provide any other information that may be relevant or material to a complete presentation of the
City's financial results, condition, or prospects or hereby undertake to update any information
provided in accordance with this Section or otherwise, except as expressly provided.herein. The City
does not make any representation or warranty concerning such information or its usefulness to a
decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY,
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON,
IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE
LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
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The provisions of this Section may be amended by the City from time to time to adopt to
changed circumstances that arise from a change in legal requirements, change in law, or change in
the identity, nature, status or type of operations of the City, but only if (1) the agreement, as
amended, would have permitted an -underwriter to.-purchase or sell Bonds in the primary offering of
the Bonds in compliance with the Rule, taking into account any amendments or interpretations of
the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)
the holders of a majority in aggregate principal amount of the outstanding Bonds consent to such
amendment, or (b) a person unaffiliated with the City (such as nationally recognized bond counsel),
determines that the amendment will not materially impair the interests of the holders and beneficial
owners of the Bonds. If any such amendment is made, the City will include in its next annual update
an explanation in narrative form of the reasons for the change and its impact on the type of operating
data or financial information being provided.
Section 3: This Ordinance shall become effective immediately upon passage by the
Council and signature of the Mayor.
PASSED AND APPROVED this 1 Ith day of November, 1999.
ATTEST:
City Clerk
CITY OF BAYTOWN, TEXAS
(SEAL)
Mayor
CITY OF BAYTOWN, TEXAS
Ll
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