Ordinance No. 10,046ORDINANCE NO. 10,046
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
®' AUTHORIZING THE ISSUANCE OF CITY OF BAYTOWN, TEXAS, GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2005 A; AUTHORIZING THE
REDEMPTION PRIOR TO MATURITY OF CERTAIN OUTSTANDING
OBLIGATIONS; AUTHORIZING THE ADVANCE REFUNDING OF CERTAIN
OUTSTANDING OBLIGATIONS AND THE EXECUTION AND DELIVERY OF AN
ESCROW AGREEMENT; AUTHORIZING THE SUBSCRIPTION FOR AND
PURCHASE OF CERTAIN ESCROWED SECURITIES; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
THE STATE OF TEXAS §
COUNTIES OF HARRIS AND CHAMBERS §
CITY OF BAYTOWN §
WHEREAS, the City Council of the City of Baytown, Texas (the "City ") has heretofore issued the
obligations described in Exhibit A attached hereto; and
WHEREAS, the City desires to refund said obligations (the "Refunded Bonds ") in advance of their
maturities; and
WHEREAS, Chapter 1207, Texas Government Code, 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
(or other qualified escrow 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 herein authorized, 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 ordinances authorizing the issuance of the Refunded Bonds shall be,
with respect to the Refunded Bonds, discharged, terminated and defeased; NOW THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
I . 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 benefit the
City by providing a total savings of $553,711.25 and a net present value savings of $403,115,51 in the debt
service payable by the City, that such benefit is sufficient consideration for the refunding of the Refunded
Bonds, and that the issuance of the refunding bonds is in the best interests of the City.
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2. Definitions. Throughout this Ordinance the following terms and expressions as used herein
® shall have the meanings set forth below:
"Blanket Issuer Letter of Representations" means the Blanket Issuer Letter of Representations
between the City, the Registrar and DTC.
"Bond Purchase Agreement" means the agreement between the City and the Underwriter described in
Section 23 of this Ordinance.
"Bonds" mean the City of Baytown, Texas, General Obligation Refunding Bonds, Series 2005 A,
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, or a legal holiday.
"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.
"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.
"Escrow Agent" means JPMorgan Chase Bank, National Association.
"Escrow Agreement" means the agreement between the City and the Escrow Agent relating to the
escrow of funds to pay the Refunded Bonds.
"Initial Bond" means the Initial Bond authorized by Section 6(d).
"Interest and Sinking Fund" means the interest and sinking fund for payment of the Bonds established
by the City in Section 20 of this Ordinance.
"Interest Payment Date ", when used in connection with any Bond, means August 1, 2005, and each
February 1 and August 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.
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® "Owner'.' means any person who shall be the registered owner of any outstanding Bond.
"Record Date" means, with respect to the Bonds, the close of business on the 15th day of the month
preceding such Interest Payment Date.
"Refunded Bonds" means those bonds described in Exhibit A attached hereto.
"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.
"Report" means the report of Grant Thornton LLP, verifying the accuracy of certain mathematical
computations relating to the Bonds and the Refunded Bonds.
"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.
"Underwriter" means RBC Dain Rauscher, Inc., and A.G. Edwards and Sons, Inc.
3. Authorization. The Bonds shall be issued in fully registered form in the aggregate principal
amount of $7,740,000 for the purpose of refunding the Refunded Bonds.
4. Designation and Date. The Bonds shall be designated as "CITY OF BAYTOWN, TEXAS,
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2005 A" and shall be dated April 1, 2005. The
Bonds shall bear interest at the rates set forth in Section 5 of this Order from the later of April 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.
5. 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 I 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.
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Principal
Interest
Year
Amount
Rate
2006
$ 55,000
3.000%
2007
60,000
3.000%
2008
60,000
3.000%
® 2009
295,000
3.500%
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2010
530,000
3.750%
® 2011
555,000
4.000%
2012
1,160,000
4.000%
2013
825,000
4.000%
2014
860,000
4.000%
2015
910,000
4.000%
2016
950,000
4.500%
2017
600,000
4.375%
2018
280,000
4.400%
2019
290,000
4.500%
2020
301,000
4.500%
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6. Execution of Bonds; Seal. (a) The Bonds shall be signed on behalf of the City 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.
(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 Bond 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 Bond
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 of the State of Texas 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.
7. 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 at the principal payment office of the Registrar in Dallas, Texas. 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.
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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.
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S. 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,
and duly qualified and legally authorized to serve as 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.
9. 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.
10. 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.
11. 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, 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
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.
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® All Bonds shall be exchangeable upon presentation and surrender thereof at the principal payment
office of the Registrar in Dallas, Texas, 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.
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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.
12. 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 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.
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® 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.
13. 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 canceled 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.
14. Book -Entry Only System. (a) The Initial Bond shall be registered in the name of RBC Dain
Rauscher, Inc. Except as provided in Section 15 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.
15. 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 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 no 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.
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® 16. 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.
17. Optional Redemption. The Bonds are subject to optional 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 1 1 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 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.
18. Forms. The form of the Bonds, including the form of the Registrar's Authentication
Certificate, the form of Assignment, the form of Statement of Insurance, 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:
(a) Form of Bonds.
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF HARRIS AND CHAMBERS
REGISTERED REGISTERED
NUMBER DENOMINATION
$
® CITY OF BAYTOWN, TEXAS
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® GENERAL OBLIGATION REFUNDING BOND
SERIES 2005A
INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP:
February 1, 20_ April 1, 2005
REGISTERED OWNER:
PRINCIPAL AMOUNT: 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,
Texas, 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 the Issue Date, 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 August 1 and February 1, beginning
on August 1, 2005, mailed to the registered owner of record as of the close of business on the 15th day of the
month preceding each interest payment date.
THIS BOND is one of a duly authorized issue of Bonds, aggregating $7,740,000 (the "Bonds "),
issued for the purpose of refunding a portion of the City's outstanding obligations, pursuant to an ordinance
adopted by the City Council (the "Ordinance "), which Ordinance is of record in the official minutes of the
City.
THE CITY RESERVES THE RIGHT to redeem the Bonds maturing on or after February 1, 2015, 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.
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 payment
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 payment 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.
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
In
® 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 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 (SEAL) CITY OF BAYTOWN, TEXAS
CERTIFICATE)
Mayor
City Clerk
(b) 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
(SEAL) Comptroller of Public Accounts
of the State of Texas
(c) Form of Registrar's Authentication Certificate.
AUTHENTICATION CERTIFICATE
sm
® 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
By
Authorized Signature
Date of Authentication
(d) Form of Assignment.
For value received, the
ASSIGNMENT
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 of trust
company.
(e) Form of Statement of Insurance.
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.
STATEMENT OFINSURANCE
XL Capital Assurance Inc. ( "XLCA "), New York, New York, has delivered its municipal bond insurance
policy (the "Policy ") with respect to the scheduled payments due of principal of and interest on this Bond to
JPMorgan Chase Bank, National Association, Dallas, Texas, or its successor, as paying agent (the "Paying Agent ")
for the City of Baytown, Texas, General Obligation Refunding Bonds, Series 2005A. Said Policy is on file and
available for inspection at the principal office of the Paying Agent and a copy thereof may be obtained from
XLCA or the Paying Agent.
(f) The Initial Bond shall be in the form set forth in paragraphs (a), (b), (d) and (e) 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 41
(iii) the Initial Bond shall be numbered I -1.
19. CUSIP Numbers; Bond Insurance. The 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.
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 from XL Capital Assurance presented to and
hereby approved by the City Council of the City, 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.
20. 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 Refunding Bonds, Series 2005A 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, 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.
To pay the debt service coming due on the Bonds prior to receipt of the taxes levied to pay such debt
service, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and
available for such purpose, an amount sufficient to pay such debt service, and such amount shall be used for
no other purpose.
21. 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 20 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 20 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business & Commerce
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Code, then in order to preserve to the registered owners of the Bonds the perfection of the security interest in
is 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.
22. Further Proceedings. After the Initial Bond has been executed, it shall be the duty of the
Mayor and other appropriate officials and agents of the City to deliver the Initial Bond and all pertinent
records and proceedings to the Attorney General of the State of Texas, for examination and approval. After
the Initial Bond has been approved by the Attorney General, it shall be delivered to the Comptroller for
registration. Upon registration of the Initial Bond, 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.
23. Sale; Bond Purchase Agreement. The Bonds are hereby sold and shall be delivered to the
Underwriter at a price of $7,694,375.05 plus accrued interest to the date of delivery, in accordance with the
terms of the 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 the 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.
24. Federal Income Tax Exclusion.
(a) General. The City intends that the interest on the Bonds shall be excludable from gross
income for federal income tax purposes pursuant to sections 103 and 141 through 150 of the Internal Revenue
Code of 1986, as amended (the "Code "), and the 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 the 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 Refunded Bonds have
not been used, and that proceeds of the Refunded Bonds and 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 Refunded Bonds and 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.
SRI!
® (c) No Federal Guarantee. 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 "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.
(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(0(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
bond issue 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
Clerk 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.
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25. Use of Proceeds. Proceeds from the sale of the Bonds shall, promptly upon receipt by the
® City, be applied as follows:
r 1
�J
(a) Accrued interest on the Bonds shall be deposited into the Interest and
Sinking Fund.
(b) The balance of the proceeds from the sale of the Bonds, together with other
available funds of the City, 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, including interest earned
on the investment of such proceeds, shall be deposited into the Interest and Sinking Fund.
26. 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, 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 Underwriter, which shall be certified as to mathematical accuracy by Grant Thornton LLP, (b) 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 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.
27. Redemption of Refunded Bonds. The City hereby authorizes and directs that the Refunded
Bonds shall be called for redemption prior to maturity in the amounts, on the dates and at the redemption
prices set forth in Exhibit A attached hereto, and the Mayor and City Clerk are hereby authorized and directed
to take all necessary and appropriate action to give or cause to be given a notice of redemption to the holders
or paying agent/registrars, as appropriate, of such Refunded Bonds, and, if required, to publish such notices,
all in the manner required by the ordinances authorizing the issuance of such Refunded Bonds.
28. Purchase of Escrowed Securities. To assure the purchase of the Escrowed Securities referred
to in the Escrow Agreement, the Mayor or Mayor Pro Tem, the City Manager, the Director of Finance, and
the Escrow Agent are hereby authorized to subscribe for, agree to purchase, and purchase obligations meeting
the requirements of Section 1207.062, Texas Government Code, 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.
29. 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 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
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® direct the application of funds of the City consistent with the provisions of the Escrow Agreement and this
Ordinance.
30. 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 Underwriter and other relevant matters. The use of such Official Statement in the reoffering of the
Bonds by the Underwriter is hereby approved and authorized.
31. Continuing Disclosure Undertakin_. (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 30 of this Ordinance under Tables numbered I through 7 and 9 through 20 and in Appendix B.
The information to be provided will include audited financial statements, if the audit 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 fol lowing 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;
& 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 3 I (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 that 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.
32. 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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® 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 Meeting. The meeting at which this Ordinance is 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; and such notice as given is hereby authorized, approved, adopted and ratified.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of
Baytown, this 24`h day of March, 2005.
ATTEST:
G R' -\N: SMITH, City Clerk
APPROVED AS TO FORM:
ACIO RAMIREZ, SR., Cit ttorney
•
In
CALVIN MUNDINGER, Mayor
® EXHIBIT A
SCHEDULE TO REFUNDED BONDS
Maturity
Interest
Par
Call
Call
Bond Date
Rate
Amount
Date
Price
General Obligation Bonds, Series 1993,
1993:
250,000.00
02101 /2010
100.000
SERIAL 02/01/2012
5.250%
280,000.00
04/27 /2005
100.000
General Obligation & Refunding Bonds, Series 1995, 1995:
5.450%
285,000.00
02/01/2010
SERIAL 02/01/2009
5.600%
235,000.00
04/27/2005
100.000
02/0112010
5.700%
255,000.00
04127 /2005
100.000
02/01/2011
5100%
270,000.00
04/27 12005
100.000
02/01/2012
5.850%
590,000.00
04/27 /2005
100.000
02/01/2013
5.900%
310,000.00
04/27 /2005
100.000
TERM 02/01/2014
5.900%
330,000.00
04/27 /2005
100.000
02/0112015
5.900%
355,000.00
04/17 /2005
100.000
02/01/2016
5.900%
380,000.00
04/27/2005
100.000
2,725,000.00
Combination Tax & Revenue C /O, Series 1997A, 1997A:
SERIAL 02/01/2010
5.000%
220,000.00
08/01/2007
100.000
02/01/2011
5.000%
235,000.00
08/01/2007
100.000
02101/2012
5.050%
250.000.00
08/01/2007
100.000
02/01/2013
5.100%
265,000.00
08/01/2007
100.000
02/01/2014
5.100%
280,000.00
08/01/2007
100.000
02/01/2015
5.1500/0
300,000.00
08101/2007
100.000
02/01/2016
5.150%
315,000.00
08/01/2007
100.000
02/01/2017
5.200%
335,000.00
08/01/2007
100.000
2.200,000.00
Combination Tax & Revenue C /O, Series 2000, 2000:
SERIAL 02/01/2013
5.250%
225,000.00
02/01/2010
100.000
02/01/2014
5.300%
235,000.00
02/01/2010
100.000
02/01/2015
5.350%
250,000.00
02101 /2010
100.000
02/01/2016
5.350%
265,000.00
02/01/2010
i00.000
02/01/2017
5.450%
285,000.00
02/01/2010
100.000
02/01/2018
5.450%
305,000.00
02/01/2010
100.000
02/01/2019
5.500%
320,000.00
0210112010
100.000
02101/2020
5.550%
345,000.00
02/01/2010
100.000
2,230,000.00
7,435,000.00
CJ