BAWA Resolution No. 2012-04 RESOLUTION NO. 2012-04
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN
AREA WATER AUTHORITY APPROVING THE PRELIMINARY OFFICIAL
STATEMENT; APPOINTING THE PAYING AGENT/REGISTRAR AND
UNDERWRITERS; APPROVING OTHER MATTERS INCIDENTAL
THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
WHEREAS, the Board of Directors (the "Board") of Baytown Area Water Authority (the
"Authority") desires to issue its Baytown Area Water Authority Water Supply Contract Revenue
and Refunding Bonds, Series 2012 (City of Baytown Project) (the "Bonds") in an aggregate
principal amount not to exceed $8,500,000 for the purposes of(i) refunding certain outstanding
bonds of the Authority to achieve debt service savings, (ii) making, purchasing, constructing,
leasing or otherwise acquiring, enlarging, expanding and modifying the Project (as defined in the
Amended and Restated Water Supply Contract — Treated Water, as amended, entered into
between the Authority and the City of Baytown, Texas) and (iii) paying the costs of issuing the
Bonds; and
WHEREAS, the Authority desires to approve the form and content of a preliminary
official statement (the "Preliminary Official Statement") in anticipation of its issuance of the
Bonds, appoint the paying agent/registrar for the Bonds (the "Paying Agent/Registrar") and
appoint the underwriters for the Bonds (the"Underwriters");NOW, THEREFORE
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN AREA
WATER AUTHORITY:
Section 1: The findings, definitions and recitations set out in the preamble to this
resolution are found to be true and correct and are hereby adopted by Board and made a part
hereof for all purposes.
Section 2: The form and content of the Preliminary Official Statement for the
Bonds, as presented to the Board at this meeting, is hereby approved, with such additions,
corrections and revisions as may be necessary or appropriate and approved by the General
Manager of the Authority or his designee, and the Preliminary Official Statement, with such
additions, corrections and revisions, is deemed final within the meaning and for the purposes of
paragraph (b)(1) of Rule 15c-2-12 of the Securities and Exchange Commission. The use of the
Preliminary Official Statement in connection with the sale of the Bonds is hereby approved.
Section 3: The Authority's financial advisor, First Southwest Company, and bond
counsel, Bracewell & Giuliani LLP, are authorized and directed to proceed with the necessary
arrangements for the sale of the Bonds in accordance with the aforesaid Preliminary Official
Statement.
Section 4: The Bank of New York Mellon Trust Company, N.A., is hereby
appointed as Paying Agent/Registrar for the Bonds.
Section 5: Coastal Securities, Inc., and Morgan Keegan & Company, Inc., are
hereby appointed as Underwriters for the Bonds.
Section 6: The President, Vice President and Secretary of the Board, the General
Manager of the Authority, and other officers and agents of the Authority are hereby authorized
and directed to do any and all things necessary or desirable to carry out the provisions of this
resolution.
Section 7: This resolution shall take effect immediately from and after its passage by
the Board of Directors of the Baytown Area Water Authority,
INTRODUCED, READ and PASSED, by the affirmative vote of the Board of Directors
of the Baytown Area Water Authority this the I 5t" day of February, 2012.
1BItENW D A B LEY SMIT'
iUD president
AYFES
v.
LETICIA gRYSC,11" ss i-slarn Secretary
APPROVED AS TO FORM:
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