Ordinance No. 10,361 ORDINANCE NO. 10,361
AN ORDINANCE_ OF THE CITY COUNCIL OF TTIE CITY OF BAVTOWN. TEXAS,
REPEALTNO ORDINANCE NO. 9989, PASSED ON JAT%J-UARY 27, 2005.
APPROVING A RESOLUTION AUTHORIZING THE ISSUANCE OF BAYTOWN
AREA WATER AUTHORITY WATER SUPPLY CONTRACT REVENUE BONDS,
SERIES 2006 (CITY OF BAYTOWN PROJECT): ACCEPTING TTIE TERMS AND
CONDITIONS OF SUCH RESOLUTION: PROVIDING FOR CONTINUING
DISCLOSURE WITH RESPECT TO SUCH BONDS: AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF_
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WHEREAS. the City Council (the "Council") of the City of Baytoxvit. Texas (the "City") has
entered into an Amended and Restated Water Supply Contract--Treated Water, originally dated
January 31, 1977, as amended and restated as of October 23, 1997 and as further amended on October 26.
2004 (the "Contract"), Nvith the Baytown Area Water Authority (the "Authority"); and
WHEREAS, pursuant to Chapter 600. Acts of the 63rd Legislature of the State of Texas. Regular
Session. 1973, as amended (the "Act'-). and the Contract. the Authority now proposes to issue its bonds
styled '-Bayto-,%,n Area Water Authority Water Supply Contract Revenue Bonds, Series 2006 (City of
Baytown Project)" (the "Bonds"); and
WHEREAS, the Act and the Contract require that the Council approve the Authority's resolution
authorizing issuance of the Bonds (the "Bond Resolution") prior to issuance and delivery of the Bonds:
NOW THEREFORE.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: A copy of the Bond Resolution has been submitted to the Council_ The Bond
Resolution. including all of the terms and conditions thereof, is hereby approved, and the Bonds are
hereby approved and authorized to be issued pursuant to the Bond Resolution_
Section 2: In consideration of the issuance of the Bonds by the Authority, the City hereby
makes the following agreement for the benefit of the Authority and the holders and beneficial owners of
the Bonds. The City is required to observe the agreement for so long as it is an "obligated person" with
respect to the Bonds within the meaning of SEC Rule 15c2-12 (the "Rule").
(a) The City shall provide annually to the SID, within six months after the end of each fiscal
year, financial information and operating data with respect to the Authority of the general type included in
the City's audit report. The information to be provided shall include the financial statements of the City
prepared in accordance with the accounting principles the City may be required to employ from time to
time pursuant to State law or regulation and shall be audited, if the audit is completed «-ithin the period
during which they must be provided. If the audit of such financial statements is not complete within such
period, then the City shall provide unaudited financial statements for the applicable fiscal year to the SID
within such six month period, and audited financial statements when the audit report on such statements
becomes available_
If the City changes its fiscal year. it will notify each NRMSIR and the SID of the change (and of
the date of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section_
The financial information and operating data to be provided pursuant to this Section may be set
forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the Municipal Securities
Rulemaking Board ("MSRB") ) that theretofore has been provided to each NRMSIR and the SID or filed
with the United States Securities and Exchange Commission (the "SEC").
The City shall notify the SID and either each NRMSIR or the MSRB, in a timely manner, of any
failure by the City to provide financial information or operating data in accordance with this agreement.
(b) The City shall be obligated to observe and perform the covenants specified in this Section
for so long as. but only for so long as, the City remains an `obligated person" with respect to the Bonds
within the meaning of the Rule.
The provisions of this Section are for the sole benefit of the Authority and the holders and
beneficial owners of the Bonds, and nothing in this Section. express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to
provide only the financial information. operating data. financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other
information that may be relevant or material to a complete presentation of the City's financial results,
condition. or prospects or hereby undertake to update any information provided in accordance with this
Section or otherwise, except as expressly provided herein. The City does not make any representation or
warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any
future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR
BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT,
FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY.
WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED
IN THIS SECTION. BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT
OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN
ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.
Nothing in this Section is intended or shall act to disclaim, waive, or othenwise 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.
Section 3: This Ordinance shall become effective immediately upon passage by the Council
and signature of the Mayor.
Section 4: The City hereby rescinds. repeals and revokes Ordinance No. 9989 Approving a
Resolution for the Issuance of Baytown Area Water Authority Water Supply Contract Revenue Bonds,
Series 2005 (City of Baytown Project); Accepting the Terms and Conditions of such Resolution;
Providing for Continuing Disclosure with Respect to such Bonds; and Providing for an Effective Date.
INTRODUCED, READ and PASSED by the affirmative vote of th City Council of the City of
Baytown, this the 22"d day of June, 2006.
EPhQLA. DONCARLO , Mayor
EST:
COO City Clerk
APPROVED AS O FORM:
dGMACIO RAMIREZ. SR., i Attorney
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