Ordinance No. 10,532 ORDINA_NCE NO. 10.532
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
-I'ELAS. APPROVING A RESOLUTION AUTHORIZING THE ISSUANCE OF
BAYTOWN AREA WATER AUTHORITY WATER SUPPLY CONTRACT
REVENUE REFUNDING BONDS. SERIES 2007 (CITY OF BAYTOWN
PROJECT): ACCEP-I-1NG TI iE TERMS AND CONDITIONS OF SUCH
RESOLUTION; PROVIDING FOR CONTINUING DISCLOSURE_ WITH
RESPECT TO SUCII BONDS: AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
WHEREAS, the City Council (the "Council'-) of the City of Baytown, Texas (the "City")
has entered into an Amended and Restated Water Supply Contract--Treated Water. originally
dated January 3 1. 1977, as amended and restated as of October 23, 1997 and as further amended
Oil October 26. 2004 (the 'Contract")_ with the Baytown Area Water Authority (the
"Authority"); and
WHEREAS, pursuant to Chapter 1207, Texas Government Code and Chapter K M4_
Texas Special District Local Laws Code (the "Acts"). and the Contract, the Authority now•
proposes to issue its bonds styled "Baytov.-n Area Water Authority Water Supply Contract
Revenue Refunding Bonds, Series 2007 (City of Baytown Project) (the "Bonds-'), and
WHEREAS, the Council is required to approve the Authority's resolution authorizing
issuance of the Bonds (the "Bond Resolution") prior to issuance and delivery of the Bonds.
NOW. T1-IEREFORE_ BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF 13AYTOWN. 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 rnonths 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 ]a-,v or regulation and shall be
auditecl, if the audit is completed within the period during which they must be provided. I1' 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 S1D within such six month
Huustun 30941 86v_l
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
klunicipal 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 BE:NE-FICIAL OWNER OF ANY BOND OR ANY OTHER PERSON. IN CONTRACT OR
TORT. FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
Houston 3094186v.1
The provisions, of the ScoWn may be ameited by the City from tinle to time to rrrlrrpt. to
changed circumvtwuTs that arise Rom a change W kTal nNudonenm dIange in Nm% or chwWe
itl Ole MIILHVa status or type of opc,,rations of` the ( `ify. but only if( I ) the ryinarrm as
muendel wWd have pcniiiited m'l undel-writer to purch�rse or sell Bonds in [he priwiary of"I'ering
of Me Honds in compliance %vith the Ruk. mk&g hat) swcount any anwadmonts or knupNO05m,",
kifilfe Ruie to the dale of such anwndmenL ns W as such changed eireunisiances, and 42) either.
(a) die holders of a nut.10ty W aggregme pdric"al aniount of the oulstanding Bonds consent o.)
or (b) a pers(m tinafMated with the Cky Orch as nadwmlly remgnNed MW
determilws the the unwadmem will not rnaterially irnfxiir the interests of die holdcrs
Gtnd benef1cial o"vers of the Minds. The (My may also ainend or repe�.,d the pro vi"'Jons ol,this
coniinuing dischmme agmcnieni ir 1he SEC unnends or repeals die applicable prcwisions of tlu,ry
We or a cowl of Mal judsdAk"i enterijudgnan; that sut:h IroAlwons c)f ffie Rule are invafi(L
Ina taro Af arul to the extent that the pro%',isious Of 111r.i seritence would not prevent an underwritcr
forni pumiming or sAling 1AW in the phrinv) crilbring of the BoWv IF any, stat
uninilnum is made, the (Thy MH incdude in its Ilcxt annual upd,"Ite "'11I ex171anation hi rlarrativc
f6rni of the reasons Or die Kinge arul is impact on file type of cqvrating dam or firianci�,d
Inforamli(-,)n being prcvvide&
This Onhnance shall becorne effective imrnedaaMy upon passage by Oic
Council and sugnature oFflie Mayor.
141TR(.;DLA"FE), IMAD and PASSED by Ne afnrmlatrr%,`c vote oftlic (7ity (,,'Ouncil
ofthe Oty cWt3aytown. this :25th O JMMM ), 2007
-',N 1: ... ............. ....
S T E 1 1,1 F,.—D-(-)NCARL0S, Mayor
............. .... ....
'0 Dncwncns LWwd 0617 Imaq 2m I B A M -(� q 4 Ad 2007 R He 0 Op I XW
3
1 knonni 3094 1 Ty k I
ORDINANCE NO. 070125-7
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, APPROVING A RESOLUTION OF THE BAYTOWN AREA WATER
AUTHORITY AUTHORIZING THE ISSUANCE OF BAYTOWN AREA
WATER AUTHORITY WATER SUPPLY CONTRACT REVENUE
REFUNDING BONDS, SERIES 2007 (CITY OF BAYTOWN PROJECT);
ACCEPTING THE TERMS AND CONDITIONS OF SUCH RESOLUTION;
PROVIDING FOR CONTINUING DISCLOSURE WITH RESPECT TO SUCH
BONDS; AND PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the City Council (the"Council") of the City of Baytown, Texas (the"City")
has entered into an Amended and Restated Water Supply Contract--Treated Water, originally
dated January 31, 1977, as amended and restated as of October 23, 1997 and as further amended
on October 26, 2004 (the "Contract"), with the Baytown Area Water Authority (the
"Authority"); and
WHEREAS, pursuant to Chapter 1207, Texas Government Code and Chapter 8104,
Texas Special District Local Laws Code (the "Acts"), and the Contract, the Authority now
proposes to issue its bonds styled `Baytown Area Water Authority Water Supply Contract
Revenue Refunding Bonds, Series 2007 (City of Baytown Project)(the"Bonds"); and
WHEREAS, the Council is required to 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 within 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
Houston 3094186v.2
r
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 otherwise limit the
duties of the City under federal and state securities laws.
Houston 3094186v.2
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.
Houston 3094186v.2
�' i i
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the
City of Baytown, this 25th day of January, 2007.
ST HEN H. DONCARLOS, Mayor
Ar
- dillII
Aiii
LORRI COODY, Cit Clerk
APPROVED AS TO FORM:
IG ACIO RAMIREZ, SR., i Attorney
•11°W
a'� , • `9
(SEAL) aaa�,•' .if)",,,
i 1 -i _A* .: I
Houston 3094186v.1