Loading...
1985 01 29 CC Minutes, Special50129-1 MINUTES OF THE SPECIAL MEETING OF THE CITY COUNCIL OF THE CITY OF BAYTOWN January 29, 1985 The City Council of the City of Baytown, Texas, met in special session on Tuesday, January 29, 1985, at 5:00 p.m. in the Council Chamber of the Baytown City Hall with the following attendance: Fred T. Philips Jimmy Johnson Roy Fuller Allen Cannon Perry M. Simmons Fritz Lanham Larry Patterson Randy Strong Eileen P. Hall Absentees: Gerald Dickens Ronald G. Embry Councilman Councilman Councilman Mayor Mayor Pro Tempore City Manager Assistant City Manager City Attorney City Clerk Councilman Councilman The meeting was called to order with a quorum present and the following business was transacted: Receive and Open Bids for $6,500,000 City of Baytown, Texas, Public Improvement Bonds, Series 1985; Consider and If Deemed Advisable Adopt Proposed Ordinance, Authorizing Issuance of $6,500,000 Public Improvement Bonds, Series 1985, and Containing Other Provisions Related Thereto Tom Masterson with the firm of Underwood, Neuhaus & Co., Inc., financial advisors to the City of Baytown, was present with five (5) bids. Councilman Philips moved that Council open the bids; Councilman Fuller seconded the motion. The vote follows: Ayes: Council members Philips, Johnson, Simmons, and Fuller Mayor Cannon Nays: None The bids were opened and read as follows: InterFirst Bank Dallas, N.A. MATURITY RATE 2/1/1986 - 2/1/1992 9.50% 2/1/1993 9.125% 2/1/1994 8.30% 2/1/1995 8.40% 2/1/1996 - 2/1/1997 8.50% 2/1/1998 - 2/1/1999 8.00% 50129 -2 Minutes of the Special Meeting - January 29, 1985 Total Interest Cost from 2/1/85 $5,166,300.00 Less: Cash Premium 664.00 Net Interest Cost 5,165,636.00 Net Effective Interest Rate 8.4961% Underwood, Neuhaus & Co., Inc. -Mgr. MATURITY RATE 2/1/1986 - 2/1/1991 9.50% 2/1/1992 8.50% 2/1/1993 8.00% 2/1/1994 8.20% 2/1/1995 8.30% 2/1/1996 8.40% 2/1/1997 8.50% 2/1/1998 8.60% 2/1/1999 8.00% Total Interest Cost From 2/1/1985 $51118,350.00 Less: Cash Premium -0- Net Interest Cost 5,118,350.00 Net Effective Interest Rate 8.418339% Merrill Lynch Capital Markets & Associates MATURITY RATE 2/1/1986 - 2/1/1992 9.50% 2/1/1993 8.60% 2/1/1994 8.25% 2/1/1995 8.40% 2/1/1996 8.50% 2/1/1997 8.60% 2/1/1998 8.70% 2/1/1999 8.00% Total Interest Cost From 2/1/1985 $5,210,275.00 Less: Cash Premium -0- Net Interest Cost 5,210,275.00 Net Effective Interest Rate 8.5695% Chemical Bank MATURITY RATE 2/1/1986 - 2/1/1991 9.50% 2/1/1992 9.20% 2/1/1993 8.00% 2/1/1994 8.25% 2/1/1995 8.50% 2/1/1996 - 2/1/1997 8.60% 2/1/1998 - 2/1/1999 8.25% Total Interest Cost From 2/1/1985 $5,171,325.00 Less: Cash Premium 795.00 Net Interest Cost 51170,530.00 Net Effective Interest Rate 8.504161% Minutes of the Special Meeting - January 29, 1985 Dean Witter Reynolds, Inc. MATURITY 2/1/1986 - 2/1/1991 2/1/1992 2/1/1993 2/1/1994 2/1/1995 2/1/1996 2/1/1997 2/1/1998 2/1/1999 Total Interest Cost From 2/1/1985 Less: Cash Premium Net Income Cost Net Effective Interest Rate RATE 9.50% 8.75% 8.00% 8.20% 8.40% 8.50% 8.60% 8.70% 8.25% 50129 -3 $5,182,050.00 -0- 5,182,050.00 8.523108% Mr. Masterson verified that the bids were correct as submitted. The administration recommended that the ordinance awarding the bid to Underwood, Neuhaus & Co., Inc. be adopted. Councilman Johnson moved for adoption of the ordinance; Councilman Simmons seconded the motion. The vote follows: Ayes: Council members Philips, Johnson, Simmons, and Fuller Mayor Cannon Nays: None (Certificate for Ordinance and a facsimile of Ordinance No. 4067 follow) 50129 -4 CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS § COUNTIES OF HARRIS AND CHAMBERS § CITY OF BAYTOWN § We, the undersigned officers of the CITY OF BAYTOWN, TEXAS (the "City "), hereby certify as follows: 1. The City Council of the City convened in special meeting on the 29th day of January, 1985, at the regular meeting place thereof, within the City, and the roll was called of the duly constituted offi- cers and members of the City Council and the City Clerk, to -wit: Allen Cannon Mayor Perry M. Simmons Mayor Pro Tern Jimmy Johnson Councilman Fred T. Philips Councilman Ronald G. Embry Councilman Roy L. Fuller Councilman Gerald E. Dickens Councilman Eileen P. Hall City Clerk and all of said persons were present, except the following absentees: Ronald G. Embry and Gerald Dickens , thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written ORDINANCE AUTHORIZING THE ISSUANCE OF $6,5001000 CITY OF BAYTOWN, TEXAS, PUBLIC IMPROVEMENT BONDS, SERIES 1985; APPROPRIATING $6,500,000 OF PROCEEDS OF SALE THEREOF FOR VARIOUS PROJECTS; AND CONTAINING OTHER PROVISIONS RELATING THERETO (the "Ordinance ") was duly introduced for the consideration of the City Council and read in full. It was then duly moved and seconded that the Ordinance be adopted; and, after due discussion, said motion, carrying with it the adoption of the Ordinance, prevailed and carried by the following vote: AYES: All members of the City Council shown present above voted "Aye ". NAYS: None. 2. That a true, full and correct copy of the Ordinance adopted at the meeting described in the above and foregoing paragraph is attached to and follows this certificate; that the Ordinance has been duly recorded in the City Council's minutes of said meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of said meeting pertaining to the adoption of the Ordinance; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the City Council as indicated therein; that each of the officers and members of the City Council was duly and sufficiently notified officially and personally, in advance, of the date, hour, place and subject of the aforesaid meeting, and that the Ordinance would be introduced and considered for adoption at said meeting, and each of said officers and members consented, in advance, to the holding of such meeting for such purpose; that said meeting was open to the public as required by law; and that public notice of the date, hour, place and subject of said meeting was given as required by Vernon's Article 6252 -17, as amended. GNED AND SEALED this 29th City' Clerk (SEAL) day of January, 1985. Mayor 50129 -5 ORDINANCE NO. 4067 ORDINANCE AUTHORIZING THE ISSUANCE OF $6,500,000 CITY OF BAYTOWN, TEXAS, PUBLIC IMPROVEMENT BONDS, SERIES 1985; APPROPRIATING $6,500,000 OF PROCEEDS OF SALE THEREOF FOR VARIOUS PROJECTS; AND CONTAINING OTHER PROVISIONS RELATING THERETO THE STATE OF TEXAS § COUNTIES OF HARRIS AND CHAMBERS § CITY OF BAYTOWN § WHEREAS, the bonds hereinafter authorized were duly and favorably voted at an election held in the City on the 9th day of June, 1981; and WHEREAS, the City Council of the City has determined to issue and deliver $6,500,000 bonds as a portion and the third installment of the total authorized $23,290,000 bonds voted at said election; and WHEREAS, the City Council has determined that the re- maining $9,990,000 authorized bonds may be issued, sold, and delivered at a later date; and WHEREAS, the City Council has caused a notice of sale of such bonds to be published in the TEXAS BOND REPORTER which is a publication carrying municipal bond notices and devoted primarily to financial news and in THE BAYTOWN SUN which is the official newspaper of the City, said notice having been published in each said publication at least ten days prior to the date set for the sale of said bonds; and WHEREAS, bids have been received pursuant to said publications of said notice and the City Council desires to authorize the issuance of said bonds and award the sale thereof on the basis of the best bid received; Now, There- fore BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.1: Definitions. Throughout this ordinance the following terms and expressions as used herein shall have the meanings set forth below: The term "Bond" or "Bonds" shall mean any bond or all bonds, as the case may be, of the Public Improvement Bonds, Series 1985, authorized in this Ordinance, unless the context clearly indicates otherwise. The term "City" shall mean the City of Baytown, Texas. The term "Interest and Sinking Fund" shall mean the interest and sinking fund established by the City pursuant to Section 5.1 of this Ordinance. The term "Interest Payment Date ", when used in connec- tion with any Bond, shall mean August 1, 1985, and each February 1 and August 1 thereafter until maturity or earlier redemption of such Bond. 50129 -6 The term "Ordinance" as used herein and in the Bonds shall mean this ordinance authorizing the Bonds. The term "Owner" shall mean any person who shall be the registered owner of any outstanding Bonds. The term "Paying Agent" shall mean the Registrar. The term "Record Date" shall mean, for any Interest Payment Date, the 15th calendar date of the month next preceding such Interest Payment Date. The term "Register" shall mean the books of registration kept by the Registrar in which are maintained the names and addresses of and the principal amounts registered to each Owner. The term "Registrar" shall mean the First City National Bank of Houston, Houston, Texas, and its successors in that capacity. Section 1.2: Interpretations. All definitions of terms used herein and all pronouns used in this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and headings of the articles and sec- tions of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and pro- visions hereof shall be liberally construed to effectuate the purposes set forth herein. ARTICLE II TERMS OF THE BONDS Section 2.1: Purpose and Amount. The Bonds shall be issued in fully registered form, without coupons, in the total authorized aggregate amount of Six Million Five Hundred Thousand Dollars ($6,500,000) for the purpose of providing $2,200,000 FOR CONSTRUCTING IMPROVEMENTS TO THE CITY'S WATERWORKS SYSTEM; $1,225,000 FOR CONSTRUCTING IMPROVEMENTS TO THE CITY'S SANITARY SEWER SYSTEM; $1,050,000 FOR CON- STRUCTING PERMANENT DRAINAGE IMPROVEMENTS FOR THE CITY; $1,500,000 FOR CONSTRUCTING AND PERMANENTLY EQUIPPING FIRE STATION BUILDINGS FOR THE CITY; and $525,000 FOR PURCHASING AND /OR IMPROVING LANDS FOR PARK PURPOSES FOR THE CITY. Section 2.2: Designation, Date, and Interest. The Bonds shall be designated as the "CITY OF BAYTOWN, TEXAS, PUBLIC IMPROVEMENT BONDS, SERIES 1985 ", and shall be dated February 1, 1985. The Bonds shall bear interest from the later of February 1, 1985, or the most recent Interest Pay- ment Date to which interest has been paid or duly provided for, calculated on the basis of a 360 day year of twelve 30 day months, interest payable on August 1, 1985, and semi- annually thereafter on February 1 and August 1 of each year until maturity or prior redemption. Section 2.3: Numbers, Denomination, Interest Rates and Maturities. The Bonds shall be issued bearing the numbers, in the principal amounts, and bearing interest at the rates set forth in the following schedule, and may be transferred and exchanged as set out in this Ordinance. The Bonds shall mature, subject to prior redemption in accordance with this -2- 50129 -7 Ordinance, on February 1 in each of the years and in the amounts set out in such schedule. Bonds delivered in trans- fer of or in exchange for other Bonds shall be numbered in order of their authentication by the Registrar, shall be in the denomination of $5,000 or integral multiples thereof, and shall mature on the same date and bear interest at the same rate as the Bond or Bonds in lieu of which they are de- livered. Bond Principal Interest Number Year Amount Rate R- 1 1986 $100,000 9.50% R- 2 1987 200,000 3.50% R- 3 1988 225,000$ R- 4 1989 250,000 9.50$ R- 5 1990 275,000 9.50% R- 6 1991 300,000 9.bU% R- 7 1992' 400,000 -7-70% R- 8 1993 600,000 8.00% R- 9 1994 650,000 - .'£U$' R -10 1995 700,000 -$.UU% R -11 1996 700,000 8.40$ R -12 1997 700,000 - .SU% R -13 1998 700,000 -70$ R -14 1999 700,000 -S. U% Section 2.4: Execution of Bonds. The Bonds shall be signed by the Mayor of the City and countersigned by the City Clerk of the City, by their manual, lithographed, or fac- simile 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. 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. Section-2.5: Authentication. Only such Bonds as shall bear thereon either (i) the manually executed registration certificate of the Comptroller of Public Accounts of Texas substantially in the form provided in Section 4.2 of this Ordinance or (ii) a certificate of authentication, substan- tially in the form provided in Section 4.3 of this Ordinance, manually executed by an authorized officer of the Registrar, shall be entitled to the benefits of this Ordinance or shall be valid or obligatory for any purpose. Such duly executed certificate of authentication shall be conclusive evidence that the Bond so authenticated was delivered by the Registrar hereunder. Section 2.6: Medium and Place of Payment. The Regis- trar 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 become due and payable, whether at maturity or by prior redemption, -3- 50129 -8 at the principal corporate trust office of the Registrar. The interest on each Bond shall be payable by check or draft payable on the Interest Payment Date mailed by the Registrar on or before each Interest Payment Date to the Owner of record as of the Record Date, to the address of such Owner as shown on the Register. Section 2.7: OwnershiR. The City, the Registrar and any of e 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 thereof and for the further purpose of making and receiving payment of the interest thereon, 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 2.7 shall be valid and effectual and shall discharge the lia- bility 'of. the City and the Registrar upon such Bond to the extent of the sums paid. Section 2.8: Registration, Transfer and Exchange. So long as any Bonds remain outstanding, the Registrar shall keep the Register at its principal corporate trust office in which, 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 presenta- tion and surrender thereof at the principal corporate trust office of the Registrar, duly endorsed for transfer, or accompanied by an assignment duly executed by the registered Owner or his authorized representative in form satisfactory to t-he- Registrar. Upon due presentation of any Bond for transfer, the Registrar shall authenticate and deliver in exchange therefor, within 72 hours after such presentation, a new Bond or Bonds, registered in the name of the transferee or transferees, in authorized denominations and of the same maturity and aggregate principal amount and bearing interest at the same rate as the Bond or Bonds so presented. All Bonds shall be exchangeable upon presentation and surrender thereof at the principal corporate trust office of the Registrar for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination, in an aggregate principal 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 2.8. Each Bond delivered in accordance with this Section 2.8 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 fae or charge of the Registrar for such transfer or exchange shall be paid by the City. The Registrar shall not be required to transfer or exchange any Bond during a period beginning at the opening of business 'fifteen (15) calendar days prior to the first -4- 50129 -9 mailing of a notice of redemption of Bonds and ending at the close of business on the day of such mailing. Section 2.9: Cancellation. All Bonds paid or redeemed 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 or redemption. The Registrar shall furnish the City with appropriate certificates of destruction of such Bonds. Section 2.10: Replacement 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. The City or the Registrar may require the Owner of such Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith and any other expenses connected therewith, in- cluding the fees and expenses of the Registrar. - 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 exe- cute and the Registrar shall authenticate and deliver a re- placement Bond of like maturity, interest rate and principal amount, bearing a number not contemporaneously outstanding, provided that the Owner thereof shall have: (a) furnished to the City and the Registrar satisfactory evidence of the ownership of and the circumstances of the loss, destruction or theft of such _Bond; (b) furnished such-security or indemnity as may be required by the Registrar and the City to save them harmless; (c) paid 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 (d) met 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 replace- ment 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 indem- nity provided therefor to the extent of any loss, damage, cost or expense incurred by the City or the Registrar in connection therewith. If any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a replacement Bond, authorize the Registrar to pay such Bond. -5- 50129 -10 Each replacement Bond delivered in accordance with this Section 2.10 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. ARTICLE III OPTION OF PRIOR REDEMPTION Section 3.1: Optional Redemption. The City reserves the right, at its option, to redeem prior to maturity the Bonds maturing on or after February 1, 1996, in whole or from time to time in part, on February 1, 1995, or on any Interest Payment Date thereafter at par plus accrued interest on the Bonds called for redemption to the date fixed for redemption. If less than all of the Bonds are redeemed within a stated maturity at any time, the Bonds to be redeemed shall be selected by the City. Section 3.2: Partial Redemption. Principal amounts may be redeemed only in integral multiples of $5,000. If a Bond subject to redemption is in a denomination larger than $5,000, a portion of such Bond may be redeemed, but only in integral multiples of $5,000. Upon surrender of any Bond for redemption in part, the Registrar, in accordance with Section 2.8 hereof, shall authenticate and deliver in exchange there- for a Bond or Bonds of like maturity and interest rate in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. Section 3.3: Notice of Redemption. 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 (i) sending written noti -ce-by certified mail to the Owner of each Bond to be redeemed in whole or in part at the address shown on the Register and (ii) publication one time in a financial journal or publication published in the City of New York, New York, or in the City of Austin, Texas. Such notices shall state the redemption date, the amount of accrued interest payable on the redemption date, the place at which Bonds are to be surrendered for payment and, if less than all Bonds out- standing are to be redeemed, the numbers of the Bonds or portions thereof to be redeemed. Any notice given as.pro- vided in this Section 3.3 shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. By the date fixed for redemption, due provision shall be made with the Registrar for payment of the redemp- tion price of the Bonds or portions thereof to be redeemed, plus accrued interest to the date fixed for redemption. When Bonds have been called for redemption in whole or in part and due provision has been made to redeem same as herein provided, the Bonds or portions thereof so redeemed shall no longer be regarded as outstanding except for the purpose of receiving payment solely from the funds so provided for redemption, and the rights of the Owners to collect interest which would otherwise accrue after the redemption date on any Bond or portion thereof called for redemption shall terminate on the date fixed for redemption. • ARTICLE IV FORM OF BONDS AND CERTIFICATES Section 4.1: Form of Bonds. The Bonds shall be in sub- stantially the following form, with such additions, deletions Q-M 50129 -11 and variations as may be necessary or desirable and permitted by this Ordinance: (Face of Bond) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF HARRIS AND CHAMBERS NUMBER DENOMINATION R- $ REGISTERED REGISTERED CITY OF BAYTOWN, TEXAS PUBLIC IMPROVEMENT BOND, SERIES 1985 INTEREST RATE: MATURITY DATE: 'ISSUE DATE: CUSIP NO. FEBRUARY 1, 1985 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS THE CITY OF BAYTOWN, TEXAS (the "City ") promises to pay to the Registered Owner identified above, or registered assigns, on the date specified above, upon presentation and surrender of this bond at the principal corporate trust office of the FIRST CITY NATIONAL BANK- OF HOUSTON, HOUSTON, 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 of such principal is legal tender for the payment of debts due the United States of America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360 day year'of twelve 30-day--months, from the later of February 1, 1985, 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 or draft payable on August 1, 1985 and semiannually thereafter on each February 1 and August 1, mailed to the registered owner as shown on the books of registration kept by the Registrar as of the 15th calendar date of the month next preceding each interest payment date. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET FORTH AT THIS PLACE. IN WITNESS WHEREOF, this bond has been signed with the manual or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature of the City Clerk of the City, and the official seal of the City has been duly impressed, or placed in facsimile, on this bond. (AUTHENTICATION CERTIFICATE) (SEAL) CITY OF BAYTOWN, TEXAS Mayor City Clerk (Back Panel of Bond) THIS BOND is one of a duly authorized issue of Bonds, aggregating $6,500,000 (the "Bonds "), issued for the purpose -7- 50129 -12 of providing $2,200,000 FOR CONSTRUCTING IMPROVEMENTS TO THE CITY'S WATERWORKS SYSTEM; $1,225,000 FOR CONSTRUCTING IMPROVEMENTS TO THE CITY'S SANITARY SEWER SYSTEM; $11050,000 FOR CONSTRUCTING PERMANENT DRAINAGE IMPROVEMENTS FOR THE CITY; $1,500,000 FOR CONSTRUCTING AND PERMANENTLY EQUIPPING FIRE STATION BUILDINGS FOR THE CITY; and $525,000 FOR PURCHASING AND /OR IMPROVING LANDS FOR PARK PURPOSES FOR THE CITY, pursuant to an election held within the City on the 9th day of June, 1981, and authorized pursuant to an ordinance adopted by the City Council on January 29, 1985 (the "Ordi- nance") entitled ORDINANCE AUTHORIZING THE ISSUANCE OF $6,500,000 CITY OF BAYTOWN, TEXAS, PUBLIC IMPROVEMENT BONDS, SERIES 1985; APPROPRIATING $61500,000 OF PROCEEDS OF SALE THEREOF FOR VARIOUS PROJECTS; AND CONTAINING OTHER PROVISIONS RELATING THERETO. THE CITY RESERVES THE RIGHT, at its option, to redeem the Bonds maturing on or after February 1, 1996, prior to their scheduled maturities, in whole or from time to time in part, in integral multiples of $5,000, on February 1, 19950 or on any interest payment date thereafter at par plus accrued interest on the principal amounts called for redemp- tion to the date fixed for redemption. Reference is made to the Ordinance for complete details concerning the manner of redeeming the Bonds. NOTICE OF ANY REDEMPTION shall be given at least thirty (30) days prior to the date fixed for redemption by certified 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 and by publica- tion once in a financial journal or publication published in the City of New York, New York, or in the City of Austin, - Texas. 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 corporate trust 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 condi- tions of the Ordinance. THE BONDS ARE EXCHANGEABLE at the principal corporate trust office of the Registrar for bonds in the principal amount of $5,000 or any integral multiple thereof, subject to the terms and conditions of the Ordinance. THE REGISTRAR SHALL NOT BE REQUIRED to transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) calendar days prior to the first mailing of a notice of redemption of Bonds and ending at the close of business on the day of such mailing. THIS BOND SHALL NOT BE valid or obligatory for any purpose or be entitled to any benefit under the Ordinance unless this Bond either (i) is registered by the Comptroller of Public Accounts of the State of Texas by registration certificate endorsed hereon or (ii) is authenticated by the Registrar by due execution of the authentication certificate endorsed hereon. -8- 50129 -13 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 per- formed, to exist and to be done precedent to or in the issu- ance and delivery of this Bond have been performed, exist and have been done in accordance with law; and that annual ad valorem taxes 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 within the limits prescribed by the Constitution and laws of the State of Texas, and have been pledged irrevocably for such payment. 17 Section 4.2: Registration of Bonds by State Comptroller. Bonds Nos. R -1 through R -14 shall be registered by the Comp- troller of Public Accounts of the State of Texas, as provided by law. The registration certificate of the Comptroller of Public Accounts shall be printed on Bonds Nos. R -1 through R -14 only and shall be in substantially the following form: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I HEREBY CERTIFY that this bond has been examined, cer- tified 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) xxxxxxxxxx Comptroller of Public Accounts of the State of Texas Section 4.3: Form of Authentication Certificate. The following form of authentication certificate shall be printed on the face of each of the Bonds: Registration Date: AUTHENTICATION CERTIFICATE This bond is one of the bonds described in and delivered pursuant to the within - mentioned Ordinance. FIRST CITY NATIONAL BANK OF HOUSTON Houston, Texas By Authorized officer Section 4.4: Form of Assignment. The following form of assignment shall be printed on the back of each of the Bonds: ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address, and zip code of transferee) : (Social Security or other identifying number: ) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer said bond on the books kept for registration -9- 50129 -14 thereof, with full power of substitution in the premises. DATED: Signature Guaranteed: Registered Owner NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within bond in every particular. Section 4.5: Opinion and CUSIP Numbers. The approving opinion of Vinson & Elkins, Houston, Texas, and CUSIP Numbers may be printed on the Bonds, but errors or omissions in the printing of such opinion or such numbers shall have no effect on the validity of the Bonds. ARTICLE V SECURITY AND SOURCE OF PAYMENT FOR BONDS Section 5.1: Interest and Sinking Fund. 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 a special fund to be designated "City of Baytown, Texas, Public Improvement Bonds, Series 1985, Interest and Sinking Fund ". While said Bonds or any part of the principal thereof or interest thereon remain outstanding and unpaid, there is hereby levied and there shall be annually levied, assessed and collected in due time, form and manner, and at the same time other City taxes are levied, assessed and collected, in each year, beginning with the current year, a continuing direct annual ad valorem tax upon-al-1 taxable property in said City sufficient to pay the current interest on said Bonds as the same becomes due, and to provide and maintain a sinking fund adequate to pay the principal of the Bonds as such principal matures but never less than two per cent (2 %) of the original principal amount of the Bonds each year, full allowance being made for delin- quencies and costs of collection, and said taxes when col- lected shall be applied to the payment of the interest on and principal of said Bonds and to no other purpose. In addi- tion, interest accrued from the date of the Bonds until their delivery, and premium if any, is to be deposited in such fund. There is hereby appropriated from funds of the City on hand and lawfully available for such purpose an amount of money sufficient to pay the interest which will be due on the Bonds on August 1, 1985, and such funds shall be used for no other purpose. ARTICLE VI PROVISIONS CONCERNING SALE AND DISPOSITION OF PROCEEDS OF BONDS Section 6.1: Sale of Bonds. The sale of the Bonds to (herein referred to as the "Purchaser ") at the price of par and accrued interest thereon to date of delivery, plus a cash premium of $ , is hereby authorized, approved, ratified and confirmed, subject to the unqualified approving opinion as to the legality of the Bonds of the Attorney General of the State of Texas, and of Vinson & Elkins, Houston, Texas, bond counsel. -10- 50129 -15 Section 6.2: Approval, Registration and Delivery. After the Bonds to be initially issued shall have been exe- cuted, it shall be the duty of the Mayor of the City to deliver the Bonds to be initially issued and all pertinent records and proceedings to the Attorney General of Texas, for examination and approval by the Attorney General. After the Bonds to be initially issued shall have been approved by the Attorney General, they shall be delivered to the Comptroller of Public Accou4ts of the State of Texas for registration. Upon registration of the Bonds to be initially issued, the Comptroller of Public Accounts (or a deputy lawfully desig- nated in writing to act for the Comptroller) shall manually sign the Comptroller's Registration Certificate prescribed herein to be printed and endorsed on the Bonds to be ini- tially issued, and the seal of said Comptroller shall be impressed, or placed in facsimile, thereon. Section 6.3: No Arbitrage. The City certifies that based upon all facts and estimates now known or reasonably expected to be in existence on the date the Bonds initially issued are delivered and paid for, the City reasonably expects that the proceeds of the Bonds will not be used in a manner that would cause the Bonds or any portion of the Bonds to be an "arbitrage bond" under Section 103(c)(2) of the Internal Revenue Code of 1954, as amended, and the regu- lations prescribed thereunder. Furthermore, all officers, employees and agents of the City are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the City as of the date the Bonds initially issued are delivered and paid for. In particular, all or any officers of the City are authorized to certify for the City the facts and circumstances and reasonable expectations of the City on the date the Bonds initially issued are delivered and paid for regarding the amount- -and use of the proceeds of the Bonds. Moreover, the City covenants that it shall make such use of the proceeds of the Bonds, regulate investments of proceeds of the Bonds and take such other and further actions as may be required so that the Bonds shall not be "arbitrage bonds" under Section 103(c)(2) of the Internal Revenue Code of 1954, as amended, and the regulations prescribed from time to time thereunder. ARTICLE VII MISCELLANEOUS Section 7.1: Official Statement. The City ratifies and confirms its prior approval of the form and content of the Official Statement prepared for initial offering and sale of the Bonds and hereby approves the form and content of any addenda, supplement, or amendment thereto. The use of such Official Statement in the reoffering of the Bonds by the Purchaser is hereby approved and authorized. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. Section 7.2: Provisions Concerning Registrar. (a) The Registrar, by undertaking the performance of the duties of the Registrar and in consideration of the payment of fees and /or deposits of money pursuant to this Ordinance and a Paying Agent /Registrar Agreement, accepts and agrees to abide by the terms of this Ordinance and such Agreement. The City hereby approves the Paying Agent /Registrar Agreement. -11- 50129 -16 (b) The City reserves the right to replace the Regis- trar or its successor at any time. If the Registrar is replaced by the City, the new Registrar shall accept the previous Registrar's records and act in the same capacity as the previous Registrar. Any successor Registrar shall be either a national or state banking institution and a corpora- tion organized and doing business under the laws of the United States of America or any State authorized under such laws to exercise trust powers and subject to supervision or examination by Federal or State authority. Section 7.3: Prior Ordinance. The ordinance heretofore adopted by the City Council on the 14th day of May, 1981, authorizing the issuance of the Bonds authorized by this Ordinance and calling an election therefor is hereby in all things ratified and confirmed. Section 7.4: Appropriation; Estimated Costs; Probable Period *of. Usefulness; Related Proiects. There is hereby appropriated out of the proceeds of sale of the Bonds autho- rized by this Ordinance the following sums for the following indicated purposes, respectively: (1) $2,200,000 FOR CONSTRUCTING IMPROVEMENTS TO THE CITY'S WATERWORKS SYSTEM; (2) $1,2251000 FOR CONSTRUCTING IMPROVEMENTS TO THE CITY'S SANITARY SEWER SYSTEM; (3) $1,050,000 FOR CONSTRUCTING PERMANENT DRAINAGE IMPROVEMENTS FOR THE CITY; (4) $1,500,000 FOR CONSTRUCTING AND PERMANENTLY EQUIPPING FIRE STATION BUILDINGS FOR THE CITY; and (5) $525,000 FOR PURCHASING AND /OR IMPROVING LANDS FOR PARK PURPOSES FOR THE CITY. It is hereby estimated that the maximum cost, respectively, for each of the aforesaid projects will not exceed the amount named above for each such project, respectively; and there is no necessity for any down payment on these projects; and no such down payment is hereby ordered to be made. It is hereby officially found and determined (1) that the probable period of usefulness of each of the aforesaid projects is forty years, and (2) that all of said projects are related projects within the meaning of Section 61 of the Home Rule Charter of the City. Section 7.5: Authorized Expenditures. Out of the proceeds of sale of the Bonds authorized by this Ordinance the following sums are hereby ordered to be used and expended for the following indicated purposes, respectively: (1) $2,200,000 FOR CONSTRUCTING IMPROVEMENTS TO THE CITY'S WATERWORKS SYSTEM; (2) $1,225,000 FOR CONSTRUCTING IMPROVEMENTS TO THE CITY'S SANITARY SEWER SYSTEM; (3) $1,050,000 FOR CONSTRUCTING PERMANENT DRAINAGE IMPROVEMENTS FOR THE CITY; (4) $1,500,000 FOR CONSTRUCTING AND PERMANENTLY EQUIPPING FIRE STATION BUILDINGS FOR THE CITY; and -12- 50129 -17 (5) $525,000 FOR PURCHASING AND /OR IMPROVING LANDS FOR PARK PURPOSES FOR THE CITY; as provided in the ordinance adopted on the 14th day of May, 1981, calling the bond election which was held in the City on the 9th day of June, 1981. Section 7.6: Preamble Confirmed; Public Sale. It is hereby found, determined and declared that all of the facts recited in the preamble of this Ordinance are true and correct, that the Bonds are sold at public sale upon sealed proposals following publication of notices, as required by the provisions of the Charter of the City, and that the Bonds are sold on the best terms and for the best price possible. Section 7.7: Further Procedures. The Mayor, and the City Clerk and other appropriate officials of the City are hereby authorized and drected to do any and all things necessary and /or convenient to carry out the terms and purposes of this Ordinance. Section 7.8: Severability. If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unen- forceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. Section 7.9: Declaration of Emergency; Open Meetin . It is hereby o7licially found and determined that an emer- gency and urgent public necessity exist, because the proceeds from the sale of the Bonds are required as soon as possible for certain necessary and urgently needed improvements; that such emergency and necessity require the adoption of this Ordinance and the holding of the meeting at which this Ordi- nance is adopted at the time. and place held; and that the meeting at which this Ordinance was adopted was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Tex. Civ. St. Article 6252 -17, as amended; and such notice as given is hereby authorized, approved, adopted and ratified. Section 7.10: Effect of Ordinance. This Ordinance shall be in force and effect from and after its passage, and it is so ordered. Section 7.11: Repealer. ordinances, or hereby repealed parts thereof to the extent All orders, resolutions and inconsistent herewith are of such inconsistency. PASSED, AUTHENTICATED, AND APPROVED this 29th day of January, 1985. Mayor ATTEST: CITY OF BAYTOWN, TEXAS ity Clerk CITY OF BAYTOWN, TEXAS APPROVED: ( SEAL) City Attorney CITY OF BAYTOWN, TEX -13- IN 50129 -18 Minutes of the Special Meeting - January 29, 1985 Adjourn There being no further business to be transacted, the meeting was adjourned. 2 2- x-dz--P' Eileen P. Hall, City Clerk