Ordinance No. 9,995ORDINANCE NO. 9995
® AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING THE ISSUANCE OF $5,060,000 CITY OF BAYTOWN, TEXAS,
GENERAL OBLIGATION BONDS; SERIES 2005; MAKING OTHER PROVISIONS
RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
THE STATE OF TEXAS §
COUNTIES OF HARRIS AND CHAMBERS §
CITY OF BAYTOWN . §
WHEREAS, the bonds hereinafter authorized were duly and favorably voted at an election held in the
City of Baytown, Texas (the "City ") on the 5th day of May, 2001; and
WHEREAS, the City Council of the City does hereby determine that bonds should be issued in the
amount of $5,060,000 as a portion and the fourth installment of the $29,490,000 tax bonds voted at the
election mentioned above, said bonds having been authorized for the purposes and issued in the amounts
shown below:
NOW, THEREFORE
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN:
1. Definitions. Throughout this Ordinance the following terms and expressions as used herein
shall have the meanings set forth below:
"Act" means Chapter 1331, Texas Government Code, as amended.
"Blanket Issuer Letter of Representations" means the Blanket Issuer Letter of Representations
between the City, the Registrar and DTC.
"Bonds" means the $5,060,000 City of Baytown, Texas, General Obligation Bonds, Series 2005,
authorized in this Ordinance, unless the context clearly indicates otherwise.
"Business Day" means any day which is not a Saturday, Sunday, or a day on which the Registrar is
authorized by law or executive order to close.
• "City" means the City of Baytown, Texas.
Amount
Prior
Purpose
Authorized
Issues
This Issue
Unissued
Street Improvements
$20,375,000
$12,075,000
$4,075,000
$4,225,000
Drainage Improvements
3,250,000
1,950,000
900,000
400,000
Fire Fighting Facilities and
Equipment
2,175,000
1,350,000
85,000
740,000
Communications Equipment
2,090,000
2,090,000
0
0
Community Center
Improvements
1,250,000
1,250,000
0
0
Park Improvements
350,000
350,000
0
0
TOTAL
$29,490,000
$19,065,000
$5,060,000
$5,365,000
NOW, THEREFORE
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN:
1. Definitions. Throughout this Ordinance the following terms and expressions as used herein
shall have the meanings set forth below:
"Act" means Chapter 1331, Texas Government Code, as amended.
"Blanket Issuer Letter of Representations" means the Blanket Issuer Letter of Representations
between the City, the Registrar and DTC.
"Bonds" means the $5,060,000 City of Baytown, Texas, General Obligation Bonds, Series 2005,
authorized in this Ordinance, unless the context clearly indicates otherwise.
"Business Day" means any day which is not a Saturday, Sunday, or a day on which the Registrar is
authorized by law or executive order to close.
• "City" means the City of Baytown, Texas.
"Closing Date" means the date of the initial delivery of and payment for the Bonds.
"Code" means the Internal Revenue Code of 1986, as amended.
"Comptroller" means the Comptroller of Public Accounts of the State of Texas.
"Debt Service Fund" means the debt service fund for payment of the Bonds established by the City in
Section 19 of this Ordinance.
"DTC" means The Depository Trust Company of New York, New York, or any successor securities
depository.
"DTC Participant" means brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and
settlement of securities transactions among DTC Participants.
"Initial Bond" means the Initial Bond authorized by Section 5(d).
"Interest Payment Date ", when used in connection with any Bond, means February 1, 2006, and each
August 1 and February 1 thereafter until maturity or earlier redemption.
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a nationally
recognized municipal securities information repository within the meaning of the Rule from time to time.
"Ordinance" as used herein and in the Bonds means this ordinance authorizing the Bonds.
"Owner" means any person who shall be the registered owner of any outstanding Bond.
"Record Date" means, for any Interest Payment Date, the 15th day of the month next preceding each
Interest Payment Date.
"Register" means 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.
"Registrar" means JPMorgan Chase Bank, National Association, and its successors in that capacity.
"Rule" means SEC Rule 15c2 -12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means the Municipal Advisory Council of Texas, which has been designated by the State of
Texas as, and determined by the SEC staff to be, a state information depository within the meaning of the
Rule.
2. Authorization. The matters and facts recited in the preamble to this Ordinance are hereby
is found to be true and correct. The Bonds shall be issued, pursuant to the Act, in fully registered form in the
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• aggregate principal amount of Fiv
below, with the amount for each e Million Sixty Thousand Dollars ($5,060,000) for the purposes listed
purpose being as described in the preamble to this Ordinance:
(i) street improvements;
(ii) drainage improvements; and.
(iii) fire fighting facilities and equipment; and
3. Designation, Date, and Interest Payment Dates. The Bonds shall be designated as "CITY OF
BAYTOWN, TEXAS, GENERAL OBLIGATION BONDS, SERIES 2005" and shall be dated March 1,
2005. The Bonds shall bear interest at the rates set forth in Section 4 of this Ordinance from the later of
March 1, 2005, 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, 2006, and semiannually thereafter on August 1 and February 1 of each year until maturity or earlier
redemption.
4. Principal Amounts and Interest Rates, Numbers and Denominations. The Bonds shall be
issued 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 on February 1 in each of
the years and in the amounts set out in such schedule. The Initial Bond shall be numbered I -1 and all other
Bonds shall be numbered in sequence beginning with R -1. 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.
5. Execution of Bonds, Seal. (a) 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
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Principal
Interest
Year
Amount
Rate
2006
$ 35,000
%
2007
155,000
%
2008
165,000
%
2009
170,000
%
2010
180,000
%
2011
190,000
%
2012
205,000
%
2013
215,000
%
2014
225,000
%
2015
240,000
%
2016
255,000
%
2017
265,000
%
2018
280,000
%
2019
300,000
%
2020
315,000
Rio
2021
335,000
%
2022
350,000
%
2023
370,000
%
2024
395,000
%
2025
415,000
%
5. Execution of Bonds, Seal. (a) 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
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impressed or placed in facsimile thereon. Such'facsimile signatures on the Bonds shall have the same effect
as if each of the Bonds had been signed manually and in person by each of said officers, and such facsimile
seal on the Bonds shall have the same effect as if the official seal of the City had been manually impressed
upon each of the Bonds.
(b) 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.
(c) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled
to any security or benefit of this Ordinance unless and until there appears thereon the Registrar's
Authentication Certificate substantially in the form provided herein, duly authenticated by manual execution
by an officer or duly authorized signatory of the Registrar. In lieu of the executed Registrar's Authentication
Certificate described above, the Initial Bond delivered at the Closing Date shall have attached hereto the
Comptroller's Registration Certificate substantially in the form provided herein, manually executed by the
Comptroller, or by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been
duly approved by the Attorney General and that it is a valid and binding obligation of the City, and has been
registered by the Comptroller.
(d) On the Closing Date, the Initial Bond, being a single bond representing the entire principal
amount of the Bonds, payable in stated installments to the Underwriter or its designee, executed by manual or
facsimile signature of the Mayor and City Clerk of the City, approved by the Attorney General, and registered
and manually signed by the Comptroller, shall be delivered to the Underwriter or its designee. Upon payment
for the Initial Bond, the Registrar shall cancel the Initial Bond and deliver definitive bonds to DTC.
6. Payment of Principal and Interest. The Registrar is hereby appointed as the paying agent and
registrar 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 earlier redemption, at the principal payment office of the
Registrar. The interest on each Bond shall be payable on each Interest Payment Date, by check mailed by the
Registrar on or before the Interest Payment Date to the Owner of record as of the Record Date, to the address
of such Owner as shown on the Register.
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 the next succeeding Business Day with the same force and effect as if made on the
date payment was originally due:
T 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 United States or any state,
authorized under such laws to exercise trust powers, and subject to supervision or examination by federal or
state authority, to serve as and perform the duties and services of Registrar for the Bonds. The City reserves
the right to change the Registrar 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.
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8. - 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`mail,ing of such notice.
9. 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 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 in accordance with the applicable provisions of
Texas law including, to the extent applicable, Title 6 of the Texas Property Code, as amended.
10. Registration, Transfer, and Exchange. So long as any Bonds remain outstanding, the
Registrar shall keep the Register at its principal payment office in Dallas, Texas. 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
payment office of the Registrar in Dallas, Texas, 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 payment
office in Dallas, Texas, of the Registrar, for a Bond or Bonds of like 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. Each Bond delivered in accordance with this Section
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.
11. 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
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® 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 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 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.
12. 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 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.
13. Book -Entry Only System. (a) The Initial Bond shall be registered in the name of
Except as provided in Section 14 hereof, all other Bonds shall be
registered in the name of Cede & Co., as nominee of DTC.
(b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City
® and the Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf
• of whom such DTC Participant holds an interest in the Bonds, except as provided in this Ordinance. Without
limiting the immediately preceding sentence, the City and the Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with
respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person,
other than an Owner, as shown on the Register, of any notice with respect to the Bonds, including any notice
of redemption, or (iii) the payment to any DTC Participant or any other person, other than an Owner, as
shown on the Register, of any amount with respect to principal of, premium, if any, or interest on the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, the City and the Registrar shall be
entitled to treat and consider the person in whose name each Bond is registered in the Register as the absolute
Owner of such Bond for the purpose of payment of principal of and interest on the Bonds, for the purpose of
giving notices of redemption and other matters with respect to such Bond, for the purpose of registering
transfer with respect to such Bond, and for all other purposes whatsoever. The Registrar shall pay all
principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Owners, as
shown in the Register as provided in this Ordinance, or their respective attorneys duly authorized in writing,
and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with
respect to payments of principal, premium, if any, and interest on the Bonds to the extent of the sum or sums
so paid. No person other than an Owner, as shown in the Register, shall receive a Bond certificate evidencing
the obligation of the City to make payments of amounts due pursuant to this Ordinance. Upon delivery by
DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in
place of Cede & Co., and subject to the provisions of this Ordinance with respect to interest checks being
mailed to the Owner of record as of the Record Date, the phrase "Cede & Co." in this Ordinance shall refer to
such new nominee of DTC.
14. Successor Securities Depository, Transfer Outside Book -Entry Only System. In the event
that the City, in its sole discretion, determines that the beneficial owners of the Bonds should be able to obtain
certificated Bonds, or in the event'DTC discontinues the services described herein, the City shall (i) appoint a
successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange
Act of 1934, as amended, notify DTC and DTC Participants, as identified by DTC, of the appointment of such
successor securities depository and transfer one or more separate Bonds to such successor securities
depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the availability through DTC of
Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC
accounts, as identified by DTC. In such event, the Bonds shall not longer be restricted to being registered in
the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the
successor securities depository, or its nominee, or in whatever name or names Owners transferring or
exchanging Bonds shall designate, in accordance with the provisions of this Ordinance.
15. Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments
with respect to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such
Bonds, shall be made and given, respectively, in the manner provided in the Blanket Letter of
Representations.
16. Optional (and Mandatory) Redemption. The Bonds are subject to optional (and mandatory)
redemption as set forth in the Form of Bonds in this Ordinance.
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 10 hereof, shall authenticate and deliver in exchange therefor a Bond or Bonds of like maturity
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® 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 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.
17. Forms. The form of the Bonds, including the form of the Registrar's Authentication
Certificate, the form of Assignment, 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,
including any legend regarding bond insurance if such insurance is obtained by the Underwriter:
(a) Form of Bonds.
REGISTERED
NUMBER
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF HARRIS AND CHAMBERS
CITY OF BAYTOWN, TEXAS
GENERAL OBLIGATION BOND
SERIES 2005
INTEREST RATE: MATURITY DATE
February 1, 20_
REGISTERED OWNER:
PRINCIPAL AMOUNT:
REGISTERED
DENOMINATION
ISSUE DATE: CUSIP:
March 1, 2005
DOLLARS
The City of Baytown, Texas (the "City") promises to pay to the registered owner identified above, or
registered assigns, on the maturity date specified above, upon presentation and surrender of this Bond to
JPMorgan Chase Bank, National Association (the "Registrar "), at its principal payment office in Dallas,
In
Texas, the principal amount identified above, payable in any coin or currency of the United States of America
which on the date of payment of such principal is legal tender for the payment of debts due the United States
of America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360 day year of
twelve 30 day months, from the later of March 1, 2005, 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, 2006,
and semiannually thereafter on each August 1 and February 1, mailed to the registered owner as shown on the
books of registration kept by the Registrar as of the 15th day of the month next preceding such interest
payment date.
THIS BOND is one of a duly authorized issue of Bonds, aggregating $5,060,000 (the "Bonds "),
issued for the purposes of acquiring and constructing street improvements, drainage improvements, and fire
fighting facilities and equipment, under and in strict conformity with the Constitution and laws of the State of
Texas and by authority of an election held within the City on May 5, 2001 and pursuant to an ordinance
adopted by the City Council (the "Ordinance "), which Ordinance is of record in the official minutes of the
City Council.
THE CITY RESERVES THE RIGHT to redeem Bonds maturing on and after February 1, 2015, prior
to their scheduled maturities, in whole or from time to time in part, in integral multiples of $5,000, on
February 1, 2014, 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 years 20_ and 20_ (the "Term Bonds') are subject to mandatory
redemption prior to maturity in the amounts and on the dates set out below, at a price equal to the principal
amount to be redeemed plus accrued interest to the redemption date:
TERM BONDS MR TURING IN THE YEAR 20
Mandato Redemption Principal Amount
February 1, 20_ : $.
February 1, 20_ (maturity)
TERM BONDS MATURING IN THE YEAR 20
Mandatory Redemption Principal Amount
February 1, 20— $
February 1, 20_
February 1, 20_ (maturity)
The particular Term Bonds to be redeemed shall be selected by the Registrar by lot or other
customary random selection method, on or before January I 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 ofsuch Term Bonds that have been purchased and canceled by the City
or have been optionally redeemed and which have not been made the basis for a previous reduction.
NOTICE OF ANY REDEMPTION shal I 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
In
• 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 payment office of
the Registrar in Dallas, Texas, 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 payment office of the Registrar in Dallas, Texas, for
Bonds in the principal amount of $5,000 or any integral multiple thereof, subject to the terms and conditions
of the Ordinance.
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 (1) 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.
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.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signature of the
Mayor of the City and countersigned with the manual or facsimile signature of the City Clerk of the City, and
the official seal of the City has been duly impressed, or placed in facsimile, on this Bond.
(AUTHENTICATION (SEAL) CITY OF BAYTOWN, TEXAS
CERTIFICATE)
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Mayor
City Clerk
® (b) Form of Registration Certificate of Comptroller.
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
Comptroller of Public Accounts
(SEAL) of the State of Texas
(c) Form of Registrar's Authentication Certificate.
AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been delivered pursuant to the
Ordinance described in the text of this Bond.
JPMorgan Chase Bank, National Association
As Paying Agent/Registrar
:A
Authorized Signature
Date of Authentication
(d) 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)
(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.
Is
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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.
® (e) The Initial Bond shall be in the form set forth in paragraphs (a), (b) and (d) of this Section,
except for the following alterations:
(i) immediately under the name of the Bond, the headings "INTEREST
RATE" and "MATURITY DATE" shall both be completed with the words
"As Shown Below" and the word "CUSIP" deleted;
(ii) in the first paragraph of the Bond, the. words "on the maturity date
specified above" and "at.the rate shown above" shall be deleted and the
following shall be inserted at the end of the first sentence "..., with such
principal to be paid in installments on February 1 in each of the years and in
the principal amounts identified in the following schedule and with such
installments bearing interest at the per annum rates set forth in the following
schedule:
[Information to be inserted from schedule in Section 4]
(iii) the Initial Bond shall be numbered I -1.
18. CUSIP Numbers; Bond Insurance. CUSIP Numbers may be printed on the Bonds, but errors
or omissions in the printing of such numbers shall have no effect on the validity of the Bonds. If bond
insurance is obtained by. the, Underwriter; the Bonds may bear an appropriate legend as provided by the
insurer.
19. Debt Service Fund; Tax Levy. There is hereby established a separate fund of the City to be
known as the City of Baytown, Texas, General Obligation Bonds, Series 2005 Debt Service Fund (the "Debt
Service 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 Debt Service 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, 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. Application of Chapter 1208, Government Code. Chapter 1208, Government Code, applies
to the issuance of the Bonds and the pledge of the taxes granted by the City under Section 19 of this
Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time
while the Bonds are outstanding and unpaid such that the pledge of the taxes granted by the City under
Section 19 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce
Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in
said pledge, the City agrees to take such measures as it determines are reasonable and necessary under Texas
law to comply with the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing to
perfect the security interest in said pledge to occur.
21. Further Proceedings. After the Bonds to be initially issued have been executed, it shall be the
duty of the Mayor or Mayor Pro Tern and other appropriate officials and agents of the City to deliver the
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® Bonds to be initially issued and all pertinent records and proceedings to the Attorney General, for
examination and approval. After the Bonds to be initially issued 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.
22. Sale. The sale and delivery of the Bonds to (the
"Underwriter ") at a price of par, plus accrued interest thereon to date of delivery, is hereby authorized,
approved, ratified and confirmed, subject to the approving opinion as to the legality of the Bonds of the
Attorney General of the State of Texas, and of Vinson & Elkins L.L.P., Houston, Texas, bond counsel. It is
hereby found and declared that the Bonds were sold at public sale and that the bid of the Underwriter was the
best bid received by the City.
23. Federal Income Tax Inclusion.
(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 Internal Revenue Code of 1 986, as amended (the "Code), and applicable Income Tax Regulations (the
"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, for federal income tax purposes. In particular, the City
covenants and agrees to comply with each requirement of this Section; provided, however, that the City shall
not be required to comply with any particular requirement of this Section 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 will satisfy the applicable requirements of the Code and Regulations, 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.
(b) No Private Use or Payment and No Private Loan Financing. 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, that the proceeds of the Bonds will not be
used in a manner that would cause the Bonds to be "private activity bonds" within the meaning of section 141
of the Code and the Regulations promulgated thereunder. 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 the use of property financed, directly or indirectly, with such proceeds, and take such other
and further action as may be required so that the Bonds will not be "private activity bonds" within the
meaning of section 141 of the Code and the Regulations promulgated thereunder.
(c) No Federal Guarantee. The City covenants and agrees not take any action, or knowingly omit
to take any action within its control, that, if taken or omitted, respectively, would cause the Bonds to be
"federally guaranteed" within the meaning of section 149(b) of the Code and the applicable Regulations
thereunder, except as permitted by section 149(b)(3) of the Code and such Regulations.
(d) No Hedge Bonds. The City covenants and agrees that it has not and will not take any action,
and has not knowingly omitted and will not knowingly omit to take any action, within its control, that, if
taken or omitted, respectively, would cause the Bonds to be "hedge bonds" within the meaning of section
149(g) of the Code and the applicable Regulations thereunder.
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® (e) No Arbitrage. 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(a) of the Code and the
applicable Regulations promulgated 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
the applicable Regulations promulgated thereunder.
(f) Arbitrage Rebate. If the City does not qualify for an exception to the requirements of section
148(f) of the Code relating to the required rebate to the United States, 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 (1) maintain records regarding the investment of the gross proceeds of
the Bonds as may be required to calculate the amount earned on the investment of the gross proceeds of the
Bonds separately from records of amounts on deposit in the funds and accounts of the City allocable to other
bond issues of the City or moneys which do not represent gross proceeds of any bonds 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 under 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 a larger
loss than would have resulted if the arrangement had been at arm's length and had the yield on the issue not
been relevant to either party.
(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 accordance with section 149(e) of the Code and the applicable Regulations promulgated thereunder.
(h) Continuing Obligation. Notwithstanding any other provision of this Ordinance, the City's
obligations under the covenants and provisions of this Section shall survive the defeasance and discharge of
the Bonds.
24. Use of Proceeds. Proceeds from the sale of the Bonds shall, promptly upon receipt by the
City, be applied as follows:
(a) Accrued interest and any premium on the Bonds shall be deposited into the
Debt Service Fund.
(b) The remaining proceeds of the Bonds shall be used for the purposes
described in Section 2 of this Ordinance and for paying the costs of issuance
of the Bonds. After accomplishing the purposes described in Section 2, any
remaining bond proceeds, including earnings on investment of such
® proceeds, shall be transferred to the Debt Service Fund.
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25. Official Statement. The City 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 Underwriter's bid and other
relevant information. The use of such Official Statement in the reoffering of the Bonds by the Underwriter 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 therein, dated as of the date of payment for
and delivery of the Bonds.
26. Continuing Disclosure Undertakinp,. (a) Annual Reports. The City shall provide annually to
each NRMSIR and the 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 final Official Statement authorized
by Section 25 of this Ordinance under Tables numbered 1 through 7 and 9 through 20, 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 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 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 MSRB) that theretofore has been
provided to each NRMSIR and the SID or filed with the SEC.
(b) Material Event Notices. The City shall notify the SID and either each NRMSIR or the
MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such event is material
within the meaning of the federal securities laws:
A. Principal and interest payment delinquencies;
B. Non - payment related defaults;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties,
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions or events affecting the tax- exempt status of the Bonds;
G. Modifications to rights of holders of the Bonds;
H. Bond calls;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the Bonds;
and
K. Rating changes.
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 Section 26(a) of this
® Ordinance by the time required by such Section.
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• (c) Limitations, Disclaimers, and Amendments. 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, except that the City in any event
will give notice of any deposit made in accordance with Texas law that causes Bonds no longer to be
outstanding.
The provisions of this Section are for the sole benefit of 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.
No default by the City in observing or performing its obligations under this Section shall comprise a
breach of or default under this Ordinance for purposes of any other provision of this Ordinance.
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.
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. The City may also amend or repeal the provisions of this
continuing disclosure agreement if the SEC amends or repeals the applicable provisions of the Rule or a court
of final jurisdiction enters judgment hat such provisions of the Rule are invalid, but only if and to the extent
that the provisions of this sentence would not prevent an underwriter form lawfully purchasing or selling
Bonds in the primary offering 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.
27. 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.
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28. Further Proceedings. The Mayor, the Mayor Pro Tem, City Clerk and other appropriate
®
officials of the City are hereby authorized and directed to do any and all things necessary and/or convenient to
carry out the terms and purposes of this Ordinance.
29. Partial Invalidity. If any Section, paragraph, clause or provision of this Ordinance shall for
any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section,
paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance.
30. Open Meeting. The meeting at which this Ordinance was adopted was open to the public,
and public notice of the time, place and purpose of said meeting, was given, all as required by the Texas Open
Meetings Act.
31. Effective Date. This Ordinance shall take effect immediately from and after its passage by
the City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown, this I O'h day of February, 2005.
CALVIN MUNDINGER, Mayor
ATTEST:
GA_ ': !. SMITH, City Clerk
APPROVED AS TO FORM:
ACIO RAMIREZ, SR ity Attorney
® R: \Karcn \I -iles \City Council \Ordinances\2005 \February MCiry of Baytown -GO Ordinance (2005).DOC
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