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Ordinance No. 11,282ORDINANCE NO. 1 1,282 AN ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF BAYTOWN- TEXAS GENERAL OBLIGATION REFUNDING BONDS. SERIES 2010; SETTING CERTAIN PARAMETERS FOR THE BONDS; AUTHORIZING THE DIRECTOR OF FINANCE TO APPROVE THE AMOUNT, THE IN'F RL'S "I- RATE, PRICE, INCLUDING THE TERMS THEREOF AND CERTAIN OTHER PROCEDURES AND PROVISIONS RELATED THERETO; AUTHORIZING -FHE REDEMPTION PRIOR TO MATURITY OF CERTAIN OUTSTANDING BONDS; AND CONTAINING OTHER MATTERS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. WHEREAS. City of Bayto-%in, Texas (the "City') has heretofore issued the obligations described in Exhibit A attached hereto; and WHEREAS, the City desires to refund a portion of said obligations (the "Refunded Obligations ") in advance of their [maturities; and WHEREAS_ Chapter 1207. Texas Government Code, authorizes the City to issue refunding bonds for the purpose of refunding the Refunded Obligations in advance of their maturities, and to accomplish such refunding by depositing directly with a paying agent for the Refunded Obligations (or other qualified escrow agent), 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 Obligations, and provides that such deposit shall constitute the niaking of firm banking and financial arrangements for the discharge and final payment or redemption of the Refunded Obligations; and WHEREAS, upon the issuance of the refunding bonds herein authorized and the deposit of funds referred to above, the Refunded Obligations 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 Obligations shall be, with respect to the Refunded Obligations, discharged, terminated and defeased: and WHEREAS. pursuant to Section 1207.007, Texas Government Code. the City desires to delegate the authority to effect the sale of the Bonds to the Director of Finance of the City; NOW, THEREFORE: BE 1T ORDERED BY THE CITY COUNCIL OF CITY OF BAYTOWN, TEXAS: Section 1: Recitals. Consideration. It is hereby found and determined that the ratters and Facts set out in the preamble to this Ordinance are true and correct. It is hereby found and detenrined that the refunding contemplated in this Ordinance will benefit the City by providing a present value savings in the debt service payable by the City, Lund that US 218303%--t such benefit is sufficient consideration for the refunding of the Refunded Obligations, and that the issuance of the refunding bonds is in the best interests of the City. Section 2: Definitions. Throughout this Ordinance the following terms and expressions as used herein shall have the meanings set forth below: "Act" means Chapter 1207, Texas Government Code, as amended. '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 UnderNkTiter described in Section 4(e) of this Ordinance. "Bonds" means the City of Baytown. Texas General Obligation Refunding Bonds. Series 2010, 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. "Capital Appreciation Bonds" means those Bonds bearing compound interest at the rate set out in the Officers Pricing Certificate to accrete from their date of delivery and co "Closing Date" means the date of initial payment for and delivery of the Bonds. "Code" means the Internal Revenue Code of 1986. as amended. 'Comptroller' means the Comptroller of Public Accounts of the State of Texas. "Current Interest Bonds" mean those Bonds on which interest is paid semi- annually on the Interest Payment Dates. "Debt Service Fund" means the interest and sinking fund for payment of the Bonds established by the City in Section 19 of this Ordinance. "City" means the City of Baytown. Texas. "Director of Finance" means Cynthia Pearson or any successor in that capacity. "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. -1- "Initial Bonds" mean the Initial Current Interest Bond and the Initial Capital Appreciation Bond. "Initial Capital Appreciation Bond" means the Initial Capital Appreciation Bond authorized by Section 4(b)(ii). "Initial Current Interest Bond" means the Initial Current Interest Bond authorized by Section "Interest Payment Date ". when used in connection with any Current Interest Bond, means the semi - annual payment dates. until maturity or earlier redemption, commencing on the initial interest payment date all as set forth in the Officers Pricing Certificate. "MSRB" means the Municipal Securities Rulemaking Board. "Officers Pricing Certificate" means a certificate signed by the Pricing Officer and containing the information regarding the Bonds specified herein. "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. "Pricing Officer" means the Director of Finance. "Record Date" means, for any Interest Payment Date, the close of business on the 15th day of the month next preceding such Interest Payment Date. "Refunded Obligations" mean those obligations of the City 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 The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, 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. "Underwriter" means Section 3: Authorization. The Bonds shall be issued in fully registered form in a maximum principal amount not to exceed $16,000,000 for the purpose of refunding the Refunded Obligations. under and in strict conformity with the Constitution and laws of the State of Texas, particularly Chapter 1207, Texas Government Code, as amended. Section 4: Delegation of Authoritv. As authorized by Section 1207.007, Texas Government Code, the Director of Finance is hereby designated as the Pricing Officer authorized to act on behalf of the City through a date 180 days from the date of this Ordinance, in selling and delivering the Bonds, subject to the conditions and carrying out the other procedures as set forth below: (a) Designation. The Bonds shall be designated as "CITY OF BAYTOWN, TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2010 ". (b) The Bonds may be issued as Current Interest Bonds or Capital Appreciation Bonds. (i) The Initial Current Interest Bond shall be numbered ICI -1 and all other Current Interest Bonds shall be numbered in sequence beginning with RCI -1. Current Interest Bonds delivered on transfer of or in exchange for other Current Interest 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. (ii) The Initial Capital Appreciation Bond shall be numbered ICA -1 and all other Capital Appreciation Bonds shall be numbered in sequence beginning with RCA -l. Capital Appreciation Bonds delivered on transfer of or in exchange for other Capital Appreciation Bonds shall be numbered in order of their authentication by the Registrar, shall be in the Maturity Amount 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. (c) Date, Denomination. Interest Rates, and Maturities. The Current Interest Bonds shall be dated, mature on the dates in each of the years and in the amounts set out in the Officers Pricing Certificate. shall be subject to prior optional and mandatory redemption on the dates. for the redemption prices and in the amounts, set out in the Officers Pricing Certificate and shall bear interest at rates and from their issue date as set out in the Officers Pricing Certificate payable on each Interest Payment Date. Interest on the Capital Appreciation Bonds shall accrue from the Issuance Date. compounded semiannually as set out in the Officers Pricing Certificate, and will be payable only upon maturity. (d) Pricing Officer. As authorized by Section 1207.007, Texas Government Code, the Pricing Officer is hereby authorized to act on behalf of the City in selling and delivering the Bonds and carrying out the other procedures specified in this Ordinance, including without limitation determining the price at which the Bonds will be sold. the dated date, the issuance date, the initial -4- interest payment date for the Bonds, the years in which the Bonds will mature, the principal amount to mature in each of such years. the rate of interest to be borne by each such maturity, any mandatory sinking fund redemption provisions for the Bonds, whether the Bonds will be issued as Current Interest Bonds or Premium Capital Appreciation Bonds, or both, identifying the Refunded Obligations, and all other matters not expressly provided in this Ordinance, relating to the issuance, sale and delivery of the Bonds, including the refunding of the Refunded Obligations, all of which shall be specified in the Officers Pricing Certificate: provided that: (i) the price to be paid for the Bonds shall not be less than 90% of the aggregate original principal amount of the Bonds plus accrued interest thereon from their date to their delivery; (ii) none of the Bonds shall bear interest at a rate greater than 15% per annum or in excess of the maximum rate allowed by Chapter 1204, Texas Government Code, as amended; (iii) the proceeds from the sale of the Bonds, along with any available funds of the City to be used in the refunding, must be sufficient to provide, after all original issue discount and Undenvriter's discount, amounts necessary to fund the costs and expenses of refunding the Refunded Obligations and the estimated costs of issuance of the Bonds; and (iv) the net present value savings in debt service resulting from the issuance of the Bonds shall be at least 5.00% present value savings, as shown by a table of calculations prepared by the City's financial advisor and attached to the Officers Pricing Certificate. (e) Sale; Bond Purchase Agreement. The Bonds shall be sold and delivered to the Under\witer at a price to be set forth in the Officers Pricing Certificate, plus accrued interest to the date of delivery, in accordance with the terms of a Bond Purchase Agreement to be approved by the Pricing Officer. The Pricing Officer is hereby authorized and directed to execute the Bond Purchase Agreement on behalf of the City, and the Mayor, Mayor Pro Tern 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. (f) Use of Proceeds. Proceeds from the sale of the Bonds shall, promptly upon receipt by the City, be applied as follows: (i) Accrued interest in the amount of S shall be deposited into the Debt Service Fund. 1 Insert from Officers Pricing Certificate. (ii) Premium on the Bonds in the amount of $ deposited into the Debt Service Fund. u Premium on the Bonds in the amount of $ 3 pay the underwriting discount. (iii) Premium on the Bonds in the amount of $ 4 pay the costs of issuance. (iv) Premium on the Bonds in the amount of $ 5 pay the bond insurance premium on the Bonds. '` shall be shall be used to shall be used to shall be used to (v) Proceeds from the sale of the Bonds in the amount of $ 6 and premium on the Bonds in the amount of $ 7 shall be applied to refund the Refunded Obligations. and, to the extent not otherwise provided for, to pay all expenses arising in connection with the issuance of the Bonds. (vi) Any proceeds of the Bonds remaining after making all such deposits and payments shall be deposited into the Debt Service Fund. Section 5: Execution and Registration of Bonds: Seal. (a) The Bonds shall be signed on behalf of the City by the Mayor or Mayor Pro Tem 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. ' Insert from Officers Pricing Certificate. Insert from Officers Pricing Certificate. 4 Insert from Officers Pricing Certificate. 5 Insert from Officers Pricing Certificate. 6 Insert from Officers Pricing Certificate. Insert from Officers Pricing Certificate. (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 Bonds delivered at the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially in the forni provided herein, manually executed by the Comptroller, or by her duly authorized agent, which certificates shall be evidence that the Initial Bonds have been duly approved by the Attorney General of the State of Texas and that they are valid and binding obligations of the City, and have been registered by the Comptroller. (d) On the Closing Date, the Initial Bonds, payable in stated installments to the Underwriter or its designee. executed by manual or facsimile signature of the Mayor or Mayor Pro Tern and the 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 Bonds, the Registrar shall cancel the Initial Bonds and definitive Bonds shall be delivered to D"1TC. Section 6: Payment of Principal and Interest. The Registrar is hereby appointed as the paying agent 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. to the address of such Owner as sho«n 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. Section 7: 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, duly qualified to serve as and perform the duties and services of Registrar for the Bonds. The City reserves the right to change the Registrar for the Bonds on not less than 30 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. Section 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 -7- 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. Section 9: Book -Entry Only System. (a) The Initial Bonds shall be registered in the name of . Except as provided in Section 10 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 xvith 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. Section 10:. 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 -8- 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. Section 11: 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 Issuer Letter of Representations. Section 12: 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. Section 13: 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 of the same type 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 of the Registrar in Dallas, Texas, for a Bond or Bonds of the same type, maturity and In interest rate 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 N -4th 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. Section 14: 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 govermmental 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 NNTongfiilly 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 indenuiity 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. ®1 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. Section 15: 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. Section 16: Optional Redemption: Defeasance. The Bonds are subject to optional and/or mandatory redemption as set forth in the Form of Bonds. 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 of a particular maturity are to be redeemed, the numbers of the Bonds or portions thereof ol'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 fired 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. 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. The Bonds may be discharged, defeased, redeemed or refunded in any manner now or hereafter permitted by law. Section 17: Forms. The forms of the Bonds, including the form of the Registrar's Authentication Certificate, the form of Statement of Insurance, the form of Assignment and the forill of Registration Certificate of the Comptroller, which shall be attached or affixed to the Initial Bonds, 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 Current hlterest Bond. UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF HARRIS AND Cl IAMBERS REGISTERED REGISTERED NUMBER DENOMINATION S CITY OF BAYTOWN, TEXAS GENERAL OBLIGATION REFUNDING BOND SERIES 2010 INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP: 8 9 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS 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 at the principal payment office of The Bank of New York Mellon Trust Company, N.A., in Dallas, Texas (the "Registrar'), 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 Dated 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 10 and 11 beginning on 12 , 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 each interest payment date. THIS BOND is one of a duly authorized issue of Bonds, aggregating S 13 (the "Bonds "), issued for the purpose of refunding a portion of the City's outstanding obligations, under and in strict conformity with the Constitution and laws of the State of Texas, and pursuant to " Insert from Officers Pricing Certificate. 9 Insert from Officers Pricing Certificate. 10 Insert from Officers Pricing Certificate. " Insert from Officers Pricing Certificate. '' Insert from Officers Pricing Certificate. Insert from Officers Pricing Certificate. -12- an ordinance adopted by the City Council (the "Ordinance "), which Ordinance is of record in the official minutes of the City. The Bonds are issued as (i) Bonds in the aggregate principal amount of $ 14 which pay interest only at maturity, and a Bonds in the aggregate rinci al amount of $ 15 which pay interest semiannually until maturity or earlier redemption. THE CITY RESERVES THE RIGHT, at its option, to redeem Bonds maturing on or after 16 in whole or from time to time in part. in integral multiples of $5,000, on 17 or any date thereafter at par plus accrued interest on the principal amounts called for redemption to the date fixed for redemption. If less than all the Bonds are to be redeemed, the City shall select the Bonds to be redeemed. [If applicable. mandatory redemption language] 18 NOTICE OF ANY REDEMPTION shall be given by the Registrar at least thirty (3 )0) 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 principal 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. THIS BOND IS EXCHANGEABLE at the principal payment office of the Registrar, for Bonds in the denomination 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 by registration certificate attached or affixed hereto or (ii) authenticated by the Registrar by due execution of the authentication certificate endorsed hereon. 14 Insert from Officers Pricing Certificate. 15 Insert from Officers Pricing Certificate. 16 Insert from Officers Pricing Certificate. 1' Insert from Officers Pricing Certificate. 18 Insert from Officers Pricing Certificate. -13- 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 tines 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, without limit as to maximum rate or amount, 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 or Mayor Pro Tern 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 of Baytown, Texas City Clerk City of Baytown, Texas -14- (b) Form of Capital Appreciation Bond (if required). UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF HARRIS AND CHAMBERS REGISTERED REGISTERED NUMBER DENOMINATION S CITY OF BAYTOVXTN. TEXAS GENERAL OBLIGATION REFUNDING BOND SERIES 2010 MATURITY DATE: ISSUANCE DATE: CUSIP: 19 REGISTERED OWNER: MATURITY AMOUNT: DOLLARS 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 at the principal payment office of The Bank of New York Mellon Trust Company. N.A., in Dallas, Texas (the "Registrar "), the Maturity Amount identified above, representing the principal amount hereof and accrued and compounded interest hereon (both as shown in the table attached to this Bond), 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. The date of this Bond is 20 . but interest shall accrue on the principal amount hereof from the Issuance Date at the per annum rate specified on the Table of Accreted Values attached hereto. The Accreted Value (per $5,000 of Maturity Amount) of this Bond, as of the Issuance Date and as of each 21 and 22 is set forth in the Table of Accreted Values attached hereto. Such value as of any other date shall be determined by straight -line interpolation between such values. THIS BOND is one of a duly authorized issue of Bonds, aggregating S 23 (the 19 Insert from Officers Pricing Certificate. 20 Insert from Officers Pricing Certificate. 21 Insert from Officers Pricing Certificate. 22 Insert from Officers Pricing Certificate. 23 Insert from Officers Pricing Certificate. -15- "Bonds "), issued for the purposes of refunding the Refunded Obligations, tinder and in strict conformity with the Constitution and laws of the State of Texas, particularly Chapter 1207, Texas Government Code, and pursuant to an ordinance adopted by the City Council of the City (the "Ordinance "), which Ordinance is of record in the official minutes of the City. The Bonds are issued as (i) Bonds in the aggregate principal amount of $ 24 which pay interest only at maturity, and (ii) Bonds in the aggregate principal amount of $ Zs which pay interest semiannually until maturity or earlier 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. THIS BOND IS EXCHANGEABLE at the principal payment office of the Registrar. in Dallas, Texas, for Bonds in the denomination of 55,000 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 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. without legal limit as to maximum rate or amount, sufficient to provide for the payment of the interest oil 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 or Mayor Pro Tem and countersigned with the manual or facsimile signature of tine City Clerk, and the official seal of the City has been duly impressed, or placed in facsimile, on this Bond. '' Insert from Officers Pricing Certificate. 25 Insert from Officers Pricing Certificate. -16- (AUTHENTICATION (SEAL) CITY OF BAYTOWN, TEXAS CERTIFICATE) Mayor City of Baytown. Texas City Clerk City of Baytown, Texas TABLE OF ACCRETED VALUES26 The Accreted Value, initial offering price. and principal amount (all per $5,000 of Maturity Amount), together with the interest rate and yield to maturity are as follows. Accreted values are calculated based on the initial offering price and yield to maturity and. except at maturity, do not equal principal amount plus accrued interest. MATURITY Offering Price Yield Principal Amount Interest Rate .2010 (c) Form of Comptroller's Registration Certificate. 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) 26 Insert from Officers Pricing Certificate. -17- Comptroller of Public Accounts of the State of Texas (d) Form of Registrar's Authentication Certificate. AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been delivered pursuant to the Bond Ordinance described in the text of this Bond. The Bank of New York Mellon Trust Company, N.A. As Paying Agent/Registrar Authorized Signature Date of Authentication (e) 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. -18- 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, ,vithout any alteration, enlargement or change whatsoever. (f) Form of Statement of Insurance. STATEMENT OF INSURANCE [TO COME] (g) The Initial Bond shall be in the form set forth in paragraphs (a), (b). (c). (e) and (f) of this Section, except for the following alterations: (i) immediately under the name of the Current Interest Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As Shown Below' and the word "CUSIP" deleted. immediately under the name of the Capital Appreciation Bond, the heading "MATURITY DATE" shall be completed %with the words -As Shown Below'' and the word "CUSIP" deleted: (ii) in the first paragraph of the Current Interest 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 the Officers Pricing Certificate] (iii) in the first paragraph of the Capital Appreciation Bond, the words "on the maturity date specified above" shall be deleted. and the words "the Maturity Amount identified above" shall be replaced with "the Maturity Amounts shown in the schedule below ". [Information to be inserted from schedule in the Officers Pricing Certificate] (iv) the Initial Bonds shall be numbered ICI -1 and ICA -1, respectively. Section 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. The purchase of and payment of the premium for a municipal bond insurance policy by the City, in accordance with the terms of a commitment for such insurance by the Insurer is hereby authorized. All officials and representatives of the City are authorized and directed to execute such 5 Us documents and to do any and all things necessary or desirable to obtain such insurance, and the printing on the Bonds of an appropriate legend regarding such insurance is hereby approved. Section 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 Refunding Bonds, Series 2010 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. 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. Section 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 17 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 an unpaid such that the pledge of the taxes granted by the City under Section 17 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. Section 21: Further Proceedings. After the Initial Bonds have been executed, it shal I be the duty of the Mayor or Mayor Pro Tern of the City and other appropriate officials and agents of the City to deliver the Initial Bonds and all pertinent records and proceedings to the Attorney General of the State of Texas. for examination and approval. After the Initial Bonds have been approved by the Attorney General, they shall be delivered to the Comptroller for registration. Upon registration of the Initial Bonds, 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. -20- Section 22: Federal Income Tax Exclusion. 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 Obligations have not been used, and that proceeds of the Refunded Obligations 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 Obligations 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. (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 pennitted 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 " "ledge bonds" within the meaning of section 149(8) 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 -21- 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 (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 tiled 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. Section 23: Redemption Prior to Maturity of Refunded Obligations. The City has irrevocably exercised its option to call the bonds of the City for redemption prior to maturity on the dates and at the prices shown on Exhibit A attached hereto, and authorized and directed notice of such redemption to be given in accordance with the ordinances authorizing the issuance Of such bonds. _22_ Section 24: Official Statement. "file City hereby approves the form and content and distribution 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 and other relevant information. The use of such final Official Statement by the Underwriters is hereby approved and authorized and the proper officials of the City are authorized to sign such Official Statement. Section 25: Continuing Disclosure Undertaking. (a) Annual Reports. The City will provide certain updated financial information and operating data to the MSRB annually in an electronic format as prescribed by the MSRB and available via the Electronic Municipal Market Access ( "EMMA ") system at www.emma.msrb.org. The information to be updated includes all quantitative financial information and operating data with respect to the City of the general type included in the Official Statement in Tables 1 through 7 and Tables 9 through 20, and in APPENDIX B. The City will update and provide this information within six months after the end of each fiscal year ending in or after 2010. If the City changes its fiscal year, it will submit a notice of such change to the MSRB, and 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). (b) Material Event Notices. The City shall submit a notice to 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. -23- The City shall submit a notice to the MSRB. in a timely manner, of any failure by the City to provide financial information or operating data in accordance with Section 25(a) of this Ordinance by the time required by such Section. (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 CONTRACTOR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACFI BY THE CITY. WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN TI -IIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCI i PERSON, IN CONTRACT OR TORT. FOR OR ON ACCOUNT OF ANY SUCI -I 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 undenkTiter 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) tine 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 -24- 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 i f 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 26: Related Matters. To satisfy in a timely manner all of the City's obligations under this Ordinance and the Bond Purchase Agreement, the Mayor, the Mayor Pro Tem, the City Manager, the City Clerk, the Director of Finance 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 Obligations, 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 Bond Purchase Agreement and this Ordinance and to direct the application of funds of the City consistent with the provisions of this Ordinance. Section 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. Section 28: No Personal Liabilitv. 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. Section 29: 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 affinnati of Baytown this the 14`h day of January. 2010. �NYTO EPII ^[ It'IA A- Ity Clerk * *fir APPROVED AS TO FORM: NACIO RAMIREZ. SR 'ty Attorney -25- of the City Council of the City DONCARLOS, EXHIBIT A Citv of Baytown, Texas Combination Tax and Revenue Certificates of Obligation, Series 1996 Maturitv Date 02/01/2011 02/01/2012 02/01/2013 02/01/2014 02/01/2015 02/01/2016 02/01/2017 Principal Amount $270.000 285,000 305.000 325.000 345,000 365.000 385,000 Call Date/Price 021 /2010 /100% 02/_/2010/100% /2010 /100% 02/_/2010/ 100% 02/_/2010/100% /2010 /100% 02/_/2010/100% /2010 /100% 02/_/2010/100% 100% 02//2010/100% 100% Amount Remaining Outstanding $0 $0 $0 $0 $0 $0 $0 Citv of Bavtown, Texas Combination Tax and Revenue Certificates of Obligation, Series 1997 Nlaturitv Date 02/01/2011 02/01/2012 02/01/2013 02/01/2014 02/01/2015 02/01/2016 02/01/2017 02/01/2018 Principal Amount $365.000 380.000 400.000 415.000 435,000 455.000 480.000 500.000 Call Date /Price 02/_/2010/ 100% 02/ /2010 /100% 02 %/2010/100% 02/_ /2010 /100% 02/_ /2010 /100% 02/_/2010/100% 100% 02/_/2010/ 100% 02//2010/100% Amount Remaining Outstanding $0 $0 $0 $0 $0 $0 $0 $0 Citv of Bavtown, Texas Combination Tax and Revenue Certificates of Obligation, Series 1998 Maturitv Date 02/01/2011 02/01/2012 02/01 /2013 02/01/2014 02/01 /2015 02/01/2016 02/01/2017 02/01/2018 US 218303v.1 Principal Amount $490.000 510,000 540.000 565.000 600.000 630,000 660,000 695,000 Call Date/Price 02/ /2010 /100% 02/_/2010/100% 02/_/2010/100% 02/_/2010/100% 02/_/2010/100% 02/_/2010/ 100% 02//2010/100% 02//2010/100% Amount Remaining Outstanding $0 $0 $0 $0 $0 $0 $0 $0 Maturity Date 02/01 /2011 02/01/2012 02/01/201 02/01/2014 02/01 /2015 City of Bavtoym, Texas General Obligation Refunding Bonds, Series 1998 Principal Amount $1,525.000 790,000 195,000 205,000 220.000 Call Date /Price 02 /_ /2010/100% 02/_/2010/100% 02/_/2010/ 100% 02/_/2010/ 100% 02/ /2010/100% Amount Remain M 011tstand in }? $0 $0 $0 $0 $0 Cite of Baytown, Texas Waterworks and SeNs-er System Revenue Bonds, Series 1998 Maturitv Date 02/01 /2011 02/01/2012 02/01/2013 Principal Amount $1.330,000 955,000 370.000 Call Date /Price 02/_ /2010 /l 00% 02/_/2010/100% 02//2010/100% Amount Remai� OutStalldiu $0 $0 $0 City of Bavtown, Texas Combination Tax and Revenue Certificates of Obligation, Series 2000 Maturity Date Principal Amount Call Date /Price 02/01 /2011 $200,000 02/ /2010 /100% 02/01/2012 210,000 02/ /2010 /100% -27- Amount Remaining OUtstandhw $0 $0