1985 11 26 CC Minutes51126 -1
MINUTES OF THE REGULAR MEETING
OF THE CITY COUNCIL OF THE CITY OF BAYTOWN
November 26, 1985
The City Council of the City of Baytown, Texas, met in
regular session on Tuesday, November 26, 1985, at 6:30 p.m.
in the Council Chamber of the Baytown City Hall with the
following attendance:
Fred T. Philips
Jimmy Johnson
Perry M. Simmons
Ron Embry
Roy L. Fuller
Emmett 0. Hutto
Fritz Lanham
Larry Patterson
Randy Strong
Eileen P. Hall
Absent: Gerald Dickens
Councilman
Councilman
Councilman
Councilman
Councilman
Mayor
City Manager
Assistant City Manager
City Attorney
City Clerk
Councilman
The meeting was called to order with a quorum present.
The invocation was offered by Councilman Johnson, afterwhich
the following business was conducted.
Consider Minutes for the Regular Meeting of November 14, 1985
Councilman Philips moved to approve the minutes for the
meeting held on November 14, 1985; Councilman Embry seconded
the motion. The vote follows:
Ayes: Council members Philips, Johnson, Simmons, Embry
and Fuller
Mayor Hutto
Nays: None
Receive Petitions
There were no petitions presented.
Consider Proposed Ordinance, Authorizing the Issuance of City
of Baytown General Obligation Refunding Bonds, Series 1985;
Authorizing the Redemption Prior to Maturity of Certain
Obligations; Authorizing the Purchase of Certain Securities
and the Transfer of Certain Funds and Authorizing the
Execution of an Escrow Agreement
THE STATE OF TEXAS X
COUNTIES OF HARRIS AND CHAMBERS I
CITY OF BAYTOWN X
51126 -2
Minutes of the Regular Meeting - November 26, 1985
We, the undersigned officers of the CITY OF BAYTOWN,
TEXAS (the "City "), hereby certify as follows:
The City Council of the City convened in special meeting on
the 26th day of November, 1985, at the regular meeting place thereof,
within the City, and the roll was called of the duly constituted
officers and members of the City Council and the City Clerk to -wit:
Emmett
0. Hutto
Mayor -
Perry M. Simmons
Councilman
Roy L.
Fuller
Councilman
Fred T.
Philips
Councilman
Jimmy Johnson
Councilman
Gerald
E. Dickens
Councilman
Ronald
G. Embry
Councilman
Eileen
P. Hall
City Clerk
and all said persons were present, except the following absentees:
Gerald Dickens, thus constituting a quorum. Whereupon, among
other business, the following was transacted at said meeting:
a written
ORDINANCE AUTHORIZING THE ISSUANCE OF $27,270,000
CITY OF BAYTOWN GENERAL OBLIGATION REFUNDING
BONDS, SERIES 1985; AUTHORIZING THE REDEMPTION
PRIOR TO MATURITY OF CERTAIN OBLIGATIONS; AUTHOR-
IZING THE PURCHASE OF CERTAIN SECURITIES AND THE
TRANSFER OF CERTAIN FUNDS; AND AUTHORIZING THE
EXECUTION OF AN ESCROW AGREEMENT
(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.
(For Certificate and Full Text of Ordinance see page
51126 -3)
Tom Masterson, Fiscal Advisor.,was =- present and informed
council that the City of Baytown has retained its AA rating.
He mentioned that the rating firms were concerned that
economic development in the Baytown area was not what it had
once been, but the financial affairs of the city itself had
offset that. He complimented Fritz Lanham, City Manager,
and his staff for their excellent management of the city's
financial affairs. However, he emphasized that the city
will need to make a presentation before the rating firms
prior to the next bond sale. He suggested that the city
present its case just as it has in the past, being very
candid.
51126 -3
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS X
COUNTIES OF HARRIS AND CHAMBERS X
CITY OF BAYTOWN X
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 26th day of November, 1985, at the regular meeting place thereof,
within the City, and the roll was called of the duly constituted
officers and members of the City Council and the City Clerk to -wit:
Emmett 0. Hutto
Mayor
Perry M. Simmons
Councilman
'* Roy L. Fuller
Councilman
Fred T. Philips
Councilman
Jimmy Johnson
Councilman
Gerald E. Dickens
Councilman
Ronald G. Embry
Councilman
Eileen P. Hall
City Clerk
and all said persons were present, except the following absentees:
Gerald Dickens, thus constituting a quorum. Whereupon, among
other business, the following was transacted at said meeting:
a written
ORDINANCE AUTHORIZING THE ISSUANCE OF $27,270,000
CITY OF BAYTOWN GENERAL OBLIGATION REFUNDING
BONDS, SERIES 1985; AUTHORIZING THE REDEMPTION
PRIOR TO MATURITY OF CERTAIN OBLIGATIONS; AUTHOR-
IZING THE PURCHASE OF CERTAIN SECURITIES AND THE
TRANSFER OF CERTAIN FUNDS; AND AUTHORIZING THE
EXECUTION OF AN ESCROW AGREEMENT
(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.
SIGNED AND SEALED this 26th day o ovember, 1985.
City Clerk
Mayor
(SEAL)
51126 -4
ORDINANCE NO. 4324
ORDINANCE AUTHORIZING THE ISSUANCE OF $27,270,000
CITY OF BAYTOWN GENERAL OBLIGATION REFUNDING
BONDS, SERIES 1985; AUTHORIZING THE REDEMPTION
PRIOR TO MATURITY OF CERTAIN OBLIGATIONS; AUTHOR-
IZING THE PURCHASE OF CERTAIN SECURITIES AND THE
TRANSFER OF CERTAIN FUNDS; AND AUTHORIZING THE
EXECUTION OF AN-ESCROW AGREEMENT'
THE STATE OF TEXAS §
COUNTIES OF HARRIS AND CHAMBERS §
THE CITY OF BAYTOWN §
WHEREAS, the City of Baytown, Texas (the "City ") has
heretofore issued or assumed bonds and certificates of
obligation which are payable in whole or in part from ad
valorem taxes and which are more fully described in Exhibit
"A" hereto, of which $28,903,000 in aggregate amount remains
outstanding (the "Refunded Bonds "); and
WHEREAS, the City desires to refund the Refunded Bonds,
in advance of their maturities, to reduce and restructure the
debt service payable by the City; and
WHEREAS, the City is authorized by Article 717k,
Vernon's Texas Civil Statutes, as amended (the "Act "), to
issue refunding bonds for the purpose of refunding the
Refunded Bonds in advance of their maturities, and to
accomplish such refunding by depositing directly with a
paying agent for the Refunded Bonds 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 Bonds, which deposit shall constitute the making
of firm banking and financial arrangements for the discharge
and final payment or redemption of the Refunded Bonds; and
WHEREAS, the City desires to enter into an escrow
agreement with First City National Bank of Houston, Houston,
Texas (the "Escrow Agent "), as authorized by the Act, pursu-
ant to which proceeds of the refunding bonds herein author-
ized, together with other available funds, will be deposited,
invested and applied in a manner independently certified to
be sufficient to provide for the full and timely payment of
all interest on and principal of the Refunded Bonds; and
WHEREAS, the City desires to authorize the subscription
for and purchase of certain obligations of the United States
of America for deposit under and pursuant to such escrow.
agreement and to authorize the transfer and deposit of
certain existing funds; and
WHEREAS, upon the issuance of the refunding bonds herein
authorized and the creation of the escrow referred to above,
the Refunded Bonds shall no longer be regarded as being out-
standing, except for the purpose of being paid pursuant to
such Escrow Agreement, and the pledges, liens, trusts and all
other covenants, provisions, terms and conditions of the
ordinances, orders, and resolutions authorizing the issuance
of the Refunded Bonds shall be discharged, terminated and
defeased; Now, Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
BAYTOWN:
51126 -5
1. Consideration. It is hereby found and determined
that the transactions contemplated in this Ordinance will
benefit the City by reducing the debt service payable on the
City's tax supported debt, providing a present value savings
in debt service, and consolidating debt service payments to
enhance cash flow and money management, to permit the
issuance of future tax supported bonds on terms advantageous
to the City, and that such benefits are sufficient considera-
tion for the refunding of the Refunded Bonds.
2. Definitions. Throughout this ordinance the follow-
ing terms and expressions as used herein shall have the
meanings set forth below:
The term "Act" shall mean Article 717k, Vernon's Texas
Civil Statutes, as amended.
The term "Bond Register" shall mean the books of regis-
tration kept by the Paying Agent /Registrar in which are
maintained the names and addresses of, and the principal
amounts of the Bonds registered to, each Owner.
The term "Bonds" shall mean the $27,270,000 City of
Baytown General Obligation Refunding Bonds, Series 1985
authorized in this Ordinance, unless the context clearly
indicates otherwise, and such term shall include the bonds
initially issued and delivered under this Ordinance and all
bonds issued in exchange for or in replacement of such
initial bonds as well as all other substitute or replacement
bonds issued pursuant to this Ordinance.
The term "Interest and Sinking Fund" shall mean the
interest and sinking fund for payment of the Bonds estab-
lished by the City pursuant to Section 19 of this Ordinance.
The term "City" shall mean The City of Baytown, Texas.
The term "Interest Payment Date ", when used in connec-
tion with any Bond, shall mean February 1, 1986, and each
August 1 and February 1 thereafter until maturity or earlier
redemption of such Bond.
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 Bond.
The term "Paying Agent /Registrar" shall mean First City
National Bank of Houston, Houston, Texas, and its successors
in that capacity.
The term "Record Date" shall mean the fifteenth (15th)
calendar day of the month next preceding each Interest
Payment Date.
The term "Refunded Bonds" shall mean the City's out-
standing Bonds and Certificates of Obligation which are more
fully described on Exhibit "A" hereto, in the aggregate
principal amount of $28,903,000.
The term "Underwriters" shall mean Masterson & Company
and First Southwest Company.
3. Authorization. The Bonds shall be issued pursuant
to the provisions of the Act in fully registered form in the
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51126 -6
total authorized aggregate amount of Twenty -Seven Million Two
Hundred Seventy Thousand Dollars ($27,270,000) for the
purpose of refunding all of the Refunded Bonds.
4. Designation, Date and Interest Payment Dates. The
Bonds shall be designated as CITY OF BAYTOWN GENERAL OBLIGA-
TION REFUNDING BONDS, SERIES 1985 ", and shall be dated
December 1, 1985. The Bonds shall bear interest at the rates
set forth in Section 5 of this Ordinance from the later of
December 1, 1985, or the most recent Interest Payment Date to
which such interest has been paid or duly provided for,
calculated on the basis of a 360 day year of twelve 30 day
months, payable on February 1, 1986, and semiannually there-
after on August 1 and February 1 of each year until maturity
or prior redemption.
5. Initial Bonds; Numbers and Denominations. The
Bonds shal be initially issued in typed or printed form,
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 redemp-
tion in accordance with this Ordinance, on February 1 in each
of the years and in the amounts set out in such schedule.
Bonds delivered on transfer 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 delivered.
Bond
Principal
Interest
:lumber
Year
Amount
Rate
R- 1
1986
$ 395,000
5.00%
R- 2
1987
1,480,000
5.75%
R- 3
1988
1,370,000
6.25%
R- 4
1989
1,450,000
6.60%
R- 5
1990
1,550,000
6.85%
R- 6
1991
1,640,000
7.00%
R- 7
1992
1,775,000
7.20%
R- 8
1993
21390,000
7.40%
R- 9
1994
2,460,000
7.50%
R -10
1995
2,215,000
7.70%
R -11
1996
2,330,000
7.90%
R -12
1997
2,520,000
8.00%
R -13
1998
21730,000
8.10%
R -14
1999
21965,000
8.25%
6. Execution of Bonds; Seal. The Bonds shall be
signed by the Mayor and counters gned 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. 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
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51126 -7
sufficient for all purposes as if such officer had remained
in such office.
7. Approval by Attorney General; Registration by
Cometroller. The Bonds to be initially issued shall be
delivered to the Attorney General of the State of Texas for
approval and shall be registered by the Comptroller of Public
Accounts of the State of Texas. The manually executed
registration certificate of the Comptroller of Public
Accounts of the State of Texas substantially in the form
provided in Section 17 of this Ordinance shall be attached to
the Bonds to be initially issued.
8. Authentication. Except for the Bonds to be ini-
tially issued, which need not be authenticated by the Paying
Agent/ Registrar, only such Bonds as shall bear thereon a
certificate of authentication, substantially in the form
provided in Section 17 of this Ordinance, manually executed
by an authorized representative of the Paying Agent /Regis-
trar, 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
Paying Agent /Registrar hereunder.
9. Payment of Principal and Interest. The Paying
Agent /Registrar is hereby appointed as the paying agent and
registrar 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,
whether at maturity or by prior redemption, at the principal
corporate trust office of the Paying Agent/ Registrar. The
interest on each Bond shall be payable on each Interest
Payment Date, by check mailed by the Paying Agent /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 shown
on the Bond Register, or, at the Owner's expense, in such
other manner as may be agreed upon by the Owner and the
Paying Agent/ Registrar. Any accrued interest payable at
maturity or redemption shall be paid upon presentation and
surrender of such Bond at the principal corporate trust
office of the Paying Agent /Registrar.
If the date for payment of the principal of or interest
on any Bond is a Saturday, Sunday, or a day on which banking
institutions in the city where the principal corporate trust
office of the Paying Agent /Registrar is located are autho-
rized by law or executive order to close, or a day on which
the United States Postal Service is not open for business,
then the date for such payment shall be the next succeeding
day which is not a Saturday, Sunday, or a day on which
banking institutions in the city where the principal
corporate trust office of the Paying Agent /Registrar is
located are authorized by law or executive order to close, or
a day on which the United States Postal Service is not open
for business.
10. Successor Paying Agent/Registrars. The City
covenants that at all times while any Bonds are outstanding
it will provide a legally qualified bank, trust company,
financial institution or other agency to act as Paying
Agent /Registrar for the Bonds. The City reserves the right
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51126 -8
to change the Paying Agent /Registrar for the bonds on not
less than 60 days written notice to the Paying Agent /Regis-
trar, 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 Paying Agent/ Registrar, the previous Paying
Agent /Registrar shall deliver the Bond Register or a copy
thereof to the new Paying Agent /Registrar, and the new Paying
Agent /Registrar shall notify each Owner, by United States
mail, first class postage prepaid, of such change and of the
address of the new Paying Agent/ Registrar. Each Paying
Agent /Registrar hereunder, by acting in that capacity, shall "
be deemed to have agreed to the provisions of this Section.
11. Special Record Date. If interest on any Bond is
not paid on any Interest Payment Date and continues unpaid
for thirty days thereafter, the Paying Agent /Registrar shall
establish a new record date for the payment of such interest,
to be known as a Special Record Date. The Paying
Agent /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 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 first class United
States mail, postage prepaid, not later than five days prior
to the Special Record Date, to each Owner of record as of the
close of business on the day prior to the mailing of such
notice.
12. Owners. The City, the Paying Agent /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
such Bond, and for the further purpose of making and
receiving payment of the interest on such Bond, and for all
other purposes, whether or not such Bond is overdue, and
neither the City nor the Paying Agent /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 12 shall be valid and
effectual and shall discharge the liability of the City and
the Paying Agent /Registrar upon such Bond to the extent of
the sums paid.
13. Registration, Transfer, and Exchange. So long as
any Bonds remain outstanding, the Paying Agent /Registrar
shall keep at its principal corporate trust office the Bond
Register, in which, subject to such reasonable regulations as
it may prescribe, the Paying Agent /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 Paying Agent/ Registrar, duly endorsed for
transfer, or accompanied by an assignment duly executed by
the registered Owner or his authorized representative in form
satisfactory to the Paying Agent /Registrar. Upon due presen-
tation of any Bond for transfer, the Paying Agent /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
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51126 -9
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 Paying Agent /Registrar for a Bond or Bonds of the same
maturity and interest rate and in any authorized denomina-
tion, in an aggregate principal amount equal to the unpaid
principal amount of the Bond or Bonds presented for exchange.
The Paying Agent /Registrar shall be and is hereby authorized
to authenticate and deliver exchange Bonds in accordance with
the provisions of this Section 13.
Each Bond delivered in accordance with this Section 13
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 Paying Agent /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 Paying Agent /Registrar for such transfer or
exchange shall be paid by the City.
The Paying Agent /Registrar shall not be required to
transfer or exchange any Bond called for redemption in whole
or in part during the forty -five (45) calendar days prior to
the date fixed for redemption; provided, however, such
limitation shall not apply to the transfer or exchange by the
Owner of the unredeemed balance of a Bond called for redemp-
tion in part.
14. Cancellation of Bonds. 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 Paying Agent /Registrar shall
periodically furnish the City with appropriate certificates
of destruction of such Bonds.
15. Mutilated, Lost or Stolen Bonds. Upon the presen-
tation and surrender to the Paying -Agent/ Registrar of a
mutilated Bond, the Paying Agent /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 execute and the
Paying Agent /Registrar shall authenticate and deliver a
replacement Bond of like maturity, interest rate and princi-
pal amount, bearing a number not contemporaneously outstand-
ing.
The City or the Paying Agent /Registrar may require the
Owner of a mutilated 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 there-
with, including the fees and expenses of the Paying
Agent /Registrar. The City or the Paying Agent /Registrar may
require the Owner of a lost, apparently destroyed or
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51126 -10
wrongfully taken Bond, before any replacement Bond is issued,
to:
(1) furnish to the City and the Paying Agent /Reg-
istrar satisfactory evidence of the ownership of and the
circumstances of the loss, destruction or theft of such
Bond;
(2) furnish such security or indemnity as may be
required by the Paying Agent /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 Paying Agent /Registrar
and any tax or other governmental charge that may be
imposed; and
(4) meet any other reasonable requirements of the
City and the Paying Agent /Registrar.
If, after the delivery of such replacement Bond, a bona fide
purchaser of the original Bond in lieu of which such re-
placement Bond was issued presents for payment such original
Bond, the City and the Paying Agent /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
Paying'Agent /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 Paying Agent /Regis-
trar to pay such Bond.
Each replacement Bond delivered in accordance with this
Section 15 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.
16. Optional Redemption._ The City reserves the right,
at its option, to redeem the Bonds prior to maturity, in
whole or from time to time in part, in such manner as the
City may select, on February 1, 1994, 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 the Bonds of a particular maturity are to be
redeemed, the particular Bonds to be redeemed shall be
selected by the City.
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 Paying
Agent /Registrar, in accordance with Section 13 hereof, shall
authenticate and deliver in exchange therefor a Bond or Bonds
of like maturity and interest rate in an aggregate principal
amount equal to the unredeemed portion of the Bond so surren-
dered.
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51126 -11
Notice of any redemption identifying the Bonds to be
redeemed in whole or in part shall be given by the Paying
Agent /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 Bond Register, and by publication
one time in a financial journal, publication or reporter of
general circulation among securities dealers in the City of
New York, New York, or the State of Texas. Such notices
shall state the redemption date, the redemption price, 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 outstanding are to be redeemed,
the numbers of the Bonds or portions thereof to be redeemed.
Any notice given as provided in this Section 16 shall be
conclusively presumed to have been duly given, whether or not
the Owner receives such notice, and it is specifically
provided that the publication of notice set forth above is
the only notice that shall be required as a prerequisite to
the validity of any redemption of Bonds. By the date fixed
for redemption, due provision shall be made with the Paying
Agent /Registrar for payment of the redemption 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 the 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.
17. Forms. The form of the Bonds, including the form
of the Paying Agent /Registrar's Authentication Certificate,
the form of Assignment, and the form of Registration Certif-
icate of the Comptroller of Public Accounts of the State of
Texas which shall be attached or affixed to the Bonds ini-
tially issued shall be, respectively, substantially as
follows, with such additions, deletions and variations as may
be necessary or desirable and not prohibited by this Ordi-
nance:
Form of Bond
United States of America
State of Texas
NUMBER DENOMINATION
S
REGISTERED REGISTERED'
CITY OF BAYTOWN
General Obligation Refunding Bond
Series 1985
INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP:
December 1, 1985
REGISTERED OWNER:
PRINCIPAL AMOUNT:
-8-
DOLLARS
51126 -12
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 First City National Bank of Houston, Houston, Texas
(the "Paying Agent /Registrar "), the principal amount identi-
fied 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 December 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 payable on February 1 and August 1, begin-
ning on February 1, 1986, mailed to the registered owner of
record as of the previous January 15 and July 15 as shown on
the books of registration kept by the Paying Agent /Registrar,
or at the registered owner's expense, in such other manner as
may be agreed upon by the registered owner and the Paying
Agent /Registrar. Any accrued interest due at maturity or
earlier redemption shall be paid upon presentation and
surrender of this Bond at the principal corporate trust
office of the Paying Agent /Registrar.
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 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 CERTIFICATE) (SEAL) THE CITY OF BAYTOWN
Mayor
City Clerk
(Back Panel of Bond)
THIS BOND is one of a duly authorized issue of Bonds,
aggregating $27,270,000 (the "Bonds "), issued for the purpose
of refunding all of the City's outstanding General Obligation
Bonds, Series 1966, 1967, 1968, 1971, 1972, 1975, and 1975 -A;
Permanent Improvement Bonds, Series 1977, 1979, 1981 and
1982; Public Improvement Bonds, Series 1985; Waterworks and
Sewer System Refunding Bonds, Series 1966; Waterworks and
Sanitary Sewer System Certificates of Obligation, Series
1980; Harris County FWSD #8 Bonds, Series 1961 and 1961 -A;
and Harris County WC &ID #58 Bonds, Series 1956 and 1961;
pursuant to an ordinance adopted by the City Council on
November 26, 1985 (the "Ordinance ").
THE CITY RESERVES THE RIGHT, at its option, to redeem
the Bonds prior to their scheduled maturities, in whole or
from time to time in part, in integral multiples of $5,000,
on February 1, 1994, or on any interest payment date
thereafter, at par plus accrued interest on the principal
amounts called for redemption to the date fixed for
-9-
51126 -13
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 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 Paying Agent /Registrar
and by publication once in a financial journal, publication,
or reporter of general circulation among securities dealers
in the City of New York, New York, or the State of Texas.
When Bonds or portions thereof have been called for redemp-
tion, 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
Paying Agent /Registrar, duly endorsed for transfer or accom-
panied by an assignment duly executed by the registered owner
or his authorized representative, subject to the terms and
conditions of the Ordinance.
The Bonds are exchangeable at the principal corporate
trust office of the Paying Agent /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 Paying Agent /Registrar is not required to transfer
or exchange any Bond called for redemption during the forty -
five days prior to the date fixed for redemption; provided,
however, that such limitation shall not apply to the transfer
or exchange by the owner of a Bond called for redemption in
part.
The registered owner of this Bond, by acceptance hereof,
acknowledges and agrees to be bound by all of the terms and
conditions of the Ordinance.
The City has covenanted in the Ordinance that it will at
all times provide a legally qualified Paying Agent /Registrar
for the Bonds and will cause notice of any change of Paying
Agent /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 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 law, and have been
pledged irrevocably for such payment.
FORM OF REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this bond has been examined,
certified as to validity, and approved by the Attorney
-10-
51126 -14
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
xxxxxxxxxx
Comptroller of Public Accounts
(SEAL) of the State of Texas
FORM OF PAYING AGENT /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, in exchange for or in replacement
of a bond, bonds, or a portion of a bond
or bonds of a Series which was
originally approved by the Attorney
General of the State of Texas and
registered by the Comptroller of Public
Accounts of the State of Texas.
First City National Bank of Houston
Paying Agent /Registrar
By
Authorized Signature
Date of Authentication
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 Trans-
feree)
(Please insert Social Security or Taxpayer Identification
Number of Tranferee)
the within bond and all rights thereunder, and hereby irrevo-
cably 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.
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, without any
alteration, enlargement or
change whatsoever.
-11-
18. Leal Opinion; CUSIP.
Vinson & Elkins, Houston, Texas,
printed on the Bonds, but errors
of such opinion or such numbers
validity of the Bonds.
51126 -15
The approving opinion of
and CUSIP Numbers may be
or omissions in the printing
shall have no effect on the
19. Interest and Sinking Fund; Tax Levy. A special
fund, to be designated as "City of Baytown General Obligation
Refunding Bonds, Series 1985 Interest and Sinking Fund" is
hereby created, and the proceeds from all taxes levied,
assessed and collected for and on account of the Bonds
authorized by this Ordinance shall be credited to such 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, beginning with the current year, a continuing
direct annual ad valorem tax upon all taxable property in the
City, within the limits prescribed by law, 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.
20. Further Proceedings. After the Bonds to be ini-
tially issued have been executed, it shall be the duty of the
Mayor and other appropriate officials and agents 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 have been approved by the
Attorney General, they shall be delivered to the Comptroller
of Public Accounts of the State of Texas for registration.
Upon registration of the Bonds to be initially issued, the
Comptroller of Public Accounts (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.
21. Sale; Purchase Contract. The Bonds are hereby sold
and shall be delivered to the Underwriters for $26,772,322.50,
plus accrued interest to date of delivery, in accordance with
the terms of a purchase contract presented to and approved by
the City Council concurrently with the adoption of this
Ordinance.* The Mayor or Mayor Pro Tem and other appropriate
City officials are hereby authorized to execute such purchase
contract, and the Mayor or Mayor Pro Tem 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 in such purchase contract and
to provide for the issuance and delivery of the Bonds. It is
hereby found and determined that the sale of the Bonds
pursuant to such purchase contract is on the best terms and
at the best price reasonably obtainable by the City.
22. No Arbitrage. The City certifies that based upon
all facts and estimates now known or reasonably expected to
-12-
51126 -16
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 "arbi-
trage bond" -under Section 103(c)(2) of the Internal Revenue
Code of 1954, as amended, and the regulations prescribed
thereunder. Furthermore, all officers, employees and agents
of the City are authorized and directed to provide certifica-
tions of facts and estimates that are material to the reason-
able 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 expecta-
tions 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 regula-
tions prescribed from time to time thereunder.
23. Use of Proceeds. Proceeds from the sale of the
Bonds shall, promptly upon receipt by the City, be applied as
follows:
(a) Accrued interest shall be deposited into the
Interest and Sinking Fund.
(b) The remaining proceeds from the sale of the Bonds,
together with other available funds, shall be applied to
establish an Escrow Fund to refund the Refunded Bonds, as
more fully provided in the Escrow Agreement referred to below
and, to the extent not otherwise provided for, to pay all
expenses arising in connection with the issuance of the
Bonds, the establishment of such Escrow Fund and the refund-
ing of the Refunded Bonds. Any proceeds of the Bonds remain-
ing after making all such deposits and payments shall be
deposited into the Interest and Sinking Fund.
24. Redemption of Certain Refunded Bonds. The City
hereby calls the following bonds of the City for redemption
prior to maturity on the dates set forth below, and
authorizes and directs notice of such redemption to be given
in accordance with the ordinances authorizing the issuance of
such bonds:
Bonds To Be Redeemed Redemption Date
Permanent Improvement Bonds, Series 1981 February 1, 1990
Maturities 1991 through 1994 y
Permanent Improvement Bonds, Series 1982
Maturities 1992 through 1996 February 1, 1991
Public Improvement Bonds, Series 1985
Maturities 1996 through 1998 February 1, 1995
25. Escrow Agreement. The discharge and defeasance of
the Refunded Bonds shall be effectuated pursuant to the terms
and provisions of an Escrow Agreement to be entered into by
and between the City and First City National Bank of Houston,
Houston, Texas, as Escrow Agent, which shall be substantially
in the form attached hereto as Exhibit "B", the terms and
-13-
51126 -17
provisions of which are hereby approved, subject to such
insertions, additions and modifications as shall be necessary
(a) to carry out the program designed for the City by the
Underwriters, which shall be certified as to mathematical
accuracy by Peat, Certified Public Accountants, whose Report
(the "Report ") shall be attached to the Escrow Agreement, (b)
to maximize the City's present value savings and /or to
minimize the City's costs of refunding, (c) to comply with
all applicable laws and regulations relating to the refunding
of the Refunded Bonds and (d) to carry out the other intents
and purposes of this Ordinance; and the Mayor or Mayor Pro
Tem is hereby authorized to execute and deliver such Escrow
Agreement on behalf of the City in multiple counterparts and
the City Clerk is hereby authorized to attest thereto and
affix the City's seal.
26. Transfer of Monev in Interest and Sinkina Funds.
On the date of delivery of the Refunding Bonds, there shall
be transferred from the City's existing tax bond interest and
sinking funds an amount sufficient to purchase the Open
Market Securities for deposit with the Escrow Agent, pursuant
to the Escrow Agreement.
27. Purchase of United States Treasury Obliaations. To
assure the purchase of the Escrowed Securities referred to in
the Escrow Agreement, the Mayor, Mayor Pro Tem, or City
Manager and other appropriate officers of the City are hereby
authorized to subscribe for, agree to purchase and purchase,
obligations of the United States of America, in such amounts
and maturities and bearing interest at such rates as may be
provided for in the Report to be attached to the Escrow
Agreement, and to execute any and all subscriptions, purchase
agreements, commitments, letters of authorization and other
documents necessary to effectuate the foregoing, and any
actions heretofore taken for such purpose are hereby ratified
and approved.
28. Related Matters. To satisfy in a timely manner all
of the City's obligations under this Ordinance, the purchase
contract, and the Escrow Agreement, the Mayor, Mayor Pro Tem
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 Bonds, 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
purchase contract and the Escrow Agreement and to direct the
transfer and application of funds of the City consistent with
the provisions of such Escrow Agreement.
29. Paying Agent /Registrar. The form of agreement
setting forth the duties of the Paying Agent /Registrar is
hereby approved, and the Mayor is hereby authorized to
execute such agreement for and on behalf of the City.
30. Official Statement. The Preliminary Official
Statement submitted to the City Council is hereby approved
and the preparation of a final Official Statement for use by
the Underwriters in connection with the distribution of the
Bonds is hereby authorized.
31. Open Meeting. It is hereby officially found and
determined that the meeting at which this Ordinance was
adopted was open to the public, and that public notice of the
-14-
51126 -18
time, place and purpose of said meeting was given, all as
required by Article 6252 -17, Vernon's Texas Civil Statutes,
as amended.
PASSED AND APPROVED this
ATTEST:
26th day of November, 1985.
ci� � -J& - - - - --- 2L
ayor
CITY OF BAYTOWN, TEXAS
GPrrCJ E., L'1�' -
City Clerk
CITY OF BAYTOWN, TEXAS
(SEAL)
-15-
51126 -19
EXHIBIT "A"
Original
Principal
Amount
Issue
Date
Amount
Outstanding
Harris County
12 -1 -56
$ 475,000
$ 100,000
WC &ID #58 WW &
SSS & DR Imp Comb
Rev & U/L Tax
Bonds, Series 1956
Harris County
3 -1 -61
350,000
126,000
FWSD #8 WW & SS
U/L Tax Bonds,
Series 1961
Harris County
3 -1 -61
102,000
102,000
FWSD #8 WW & SS
U/L Tax Bonds,
Series 1961 -A
Harris County
4 -1 -61
300,000
235,000
WC &ID #58 WW &
SSS & DR Imp Comb
Rev & U/L Tax
Bonds, Series 1961
General Obligation
2 -15 -66
1,740,000
200,000
Bonds, Series 1966
Waterworks & Sewer
8 -1 -66
784,000
435,000
System Refunding
Bonds, Series 1966
General Obligation
5 -15 -67
891,000
100,000
Bonds, Series 1967
General Obligation
8 -15 -68
1,133,000
300,000
Bonds, Series 1968
General Obligation
4 -15 -71
6,500,000
3,650,000
Bonds, Series 1971
General Obligation
4 -15 -72
2,600,000
1,775,000
Bonds, Series 1972
General Obligation
10 -1 -75
2,000,000
1,300,000
Bonds, Series 1975
General Obligation
12 -1 -75
3,000,000
2,150,000
Bonds, Series 1975 -A
Permanent Improvement
5 -1 -77
316650000
2,850,000
Bonds, Series 1977
Permanent Improvement
6 -1 -79
2,880,000
2,330,000
Bonds, Series 1979
Waterworks & Sanitary
6 -1 -80
1,100,000
700,000
Sewer System Certifi-
cates of Obligation,
Series 1980
Permanent Improvement
10 -1 -81
2,000,000
1,675,000
Bonds, Series 1981
Permanent Improvement
6 -1 -82
4,800,000
4,375,000
Bonds, Series 1982
Public Improvement
2 -1 -85
60500,000
6,500,000
Bonds, Series 1985
51126 -20
EXHIBIT "B"
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Escrow Agreement ") dated for
convenience November 26, 1985, but effective on the Escrow
Funding Date described herein, is made and entered into by
and between The City of Baytown, Texas, a Home Rule City or-
ganized and existing under the Constitution and laws of the
State of Texas (together with any successor to its duties and
functions, the "City "), and First City National Bank of
Houston, Houston, Texas, as paying agent for the City's
Public Improvement Bonds, Series 1985, and as Escrow Agent
under this Agreement (the "Escrow Agent ").
WHEREAS, the City has heretofore issued or assumed and
there remain outstanding the bonds and certificates of
obligation payable in whole or in part from ad valorem taxes
which are more fully described in Exhibit "A" attached
hereto, in the aggregate principal amount of $28,903,000
(hereinafter referred to collectively as the "Refunded
Bonds "); and
WHEREAS, Article 717k, Vernon's Texas Civil Statues, as
amended, authorizes and empowers the City to issue, sell and
deliver refunding bonds payable from ad valorem taxes and to
deposit the proceeds of such bonds, together with other
available funds or resources, with any place of payment for
the Refunded Bonds in an amount which is sufficient to
provide for the payment or redemption of the principal of and
interest on the Refunded Bonds; and
WHEREAS, the City Council of the City has adopted an
ordinance authorizing the issuance of the City's General
Obligation Refunding Bonds, Series 1985, in the aggregate
principal amount of $27,270,000 (the "Refunding Bonds "), for
the purpose of providing a portion of the funds necessary to
refund the Refunded Bonds, in order to restructure the City's
debt service requirements and reduce the City's debt service;
and
WHEREAS, the City has provided for the transfer to the
Escrow Agent pursuant to this Escrow Agreement of certain
money held in the City's Interest and Sinking Funds created
and maintained pursuant to the ordinances authorizing the
issuance of the Refunded Bonds, and for the application of
such money, along with the proceeds of the Refunding Bonds
and other money lawfully available for such purpose, to
provide for the payment or redemption of the Refunded Bonds;
and
WHEREAS, the City Council of the City has further deter-
mined to effectuate the advance refunding of the Refunded
Bonds pursuant to this Escrow Agreement, under which provi-
sion is made for the safekeeping, investment, reinvestment,
administration and disposition of the proceeds of the Re-
funding Bonds and such other money made available in connec-
tion with such advance refunding, so as to provide firm
banking and financial arrangements for the discharge and
final payment or redemption of the Refunded Bonds;
NOW, THEREFORE, in consideration of the mutual under-
takings, promises and agreements herein contained, and other
good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and in order to secure the
full and timely payment of the principal of and the interest
51126 -21
on the Refunded Bonds, the City and the Escrow Agent contract
and agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
Section 1.01. Definitions. Unless otherwise expressly
provided or unless the context clearly requires otherwise,
the following terms shall have the respective meanings
specified below for all purposes of this Escrow Agreement:
"Book Entry Securities" shall mean the United States
Treasury Obligations, State and Local Government Series,
initially purchased with the proceeds of the Refunding Bonds,
all as more fully described in Schedule _ of the Report.
"City" shall mean The City of Baytown, Texas, and any
successor to its duties and functions.
"Code" shall mean the Internal Revenue Code of 1954, as
amended, and the regulations promulgated thereunder.
"Escrow Agent" shall mean First City National Bank of
Houston, Houston, Texas, in its capacity as escrow agent
hereunder, and any successor or assign in such capacity.
"Escrow Agreement" shall mean this escrow agreement as
it may be amended or supplemented from time to time.
"Escrow Fund" shall mean the fund created in Section
3.01 of this Escrow Agreement to be administered by the
Escrow Agent pursuant to the provisions of this Escrow
Agreement.
"Escrow Funding Date" shall mean the date on which the
City deposits with the Escrow Agent the cash and Escrowed
Securities described in Section 2.01.
"Escrowed Securities" shall mean, collectively, the Book
Entry Securities and the Open Market Securities, together
with all reinvestments of the proceeds thereof as contem-
plated and required by the provisions of this Escrow Agree-
ment and the Report.
"Open Market Securities" shall mean the United States
Treasury obligations to be purchased in the open market with
funds other than proceeds of the Refunding Bonds, as more
fully described in Schedule _ of the Report.
"Paying Agents for the Refunded Bonds" shall mean,
collectively:
1. The Treasurer of the State of Texas for the
following:
A. Harris County FWSD 08 Waterworks and Sewer
System Unlimited Tax Bonds, Series 1961; and
B. Harris County FWSD M8 Waterworks and Sewer
System System Unlimited Tax Bonds, Series
1961 -A.
2. First City National Bank of Houston, Houston,
Texas, for the following:
-2-
51126 -22
A. Harris County WC &ID #58 Waterworks and
Sanitary Sewer and Drainage Improvement
Combination Revenue and Unlimited Tax Bonds,
Series 1956;
B. Harris County WC &ID #58 Waterworks and
Sanitary Sewer and Drainage Improvement
Combination Revenue and Unlimited Tax Bonds,
Series 1961; and
C. City of Baytown Public Improvement Bonds,
Series 1985.
3. Citizens Bank and Trust Co. of Baytown, Baytown,
Texas, for all other Refunded Bonds.
"Refunded Bond Ordinances" shall mean the ordinances,
resolutions, and orders authorizing the issuance, sale and
delivery of the Refunded Bonds.
"Refunded Bonds" shall mean, collectively, the bonds and
certificates of obligation described in Exhibit "A ".
"Refunding Bond Ordinance" shall mean the City's Ordi-
nance adopted November 26, 1985, authorizing the issuance,
sale and delivery of the Refunding Bonds.
"Refunding Bonds" shall mean the City's General Obliga-
tion Refunding Bonds, Series 1985, dated December 1, 1985, in
the initial aggregate principal amount of $27,275,000.
"Report" shall mean the verification report prepared by
Peat, Marwick, Mitchell & Co. relating to the advance
refunding of the Refunded Bonds, a copy of which is attached
hereto as Exhibit "B ".
Section 1.02. Interpretations. The titles and headings
of the artic es and sections of this Escrow Agreement 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 the terms hereof. This Escrow Agreement
and all of the terms and provisions hereof shall be liberally
construed to effectuate the purposes set forth herein and to
achieve the intended purpose of providing for the refunding
of the Refunded Bonds in accordance with applicable law.
ARTICLE II
DEPOSIT OF FUNDS AND ESCROWED SECURITIES
Section 2.01. Deposits with Escrow Agent; Acquisition
of Escrowed Securities. On the Escrow Funding Date the City
will deposit, or cause to be deposited, with the Escrow Ag4nt
the following:
(a) Book Entry Securities in the principal amount of
$ , purchased with a portion of the proceeds of the
Refunding Bonds;
(b) Open Market Securities in the principal amount of
$ , purchased with funds other than proceeds of the
Refunding Bonds (or the equivalent in cash or United States
Treasury Bills); and
(c) A beginning cash balance of $
-3-
51126 -23
ARTICLE III
CREATION AND OPERATION OF ESCROW FUND
Section 3.01. Escrow Fund. On the Escrow Funding Date
the Escrow Agent will create on its books a special fund and
irrevocable escrow to be known as The City of Baytown Series
1985 Escrow Fund, into which will be deposited the cash and
Escrowed Securities described in Section 2.01. The Escrowed
Securities, all proceeds therefrom and all cash balances from
time to time on deposit in the Escrow Fund shall be the
property of the Escrow Fund, and shall be applied only in
strict conformity with the terms and conditions hereof. The
Escrowed Securities, all proceeds therefrom and all cash
balances from time to time on deposit in the Escrow Fund are
hereby irrevocably pledged to the payment of the principal of
and interest on the Refunded Bonds, which payment shall be
made by timely transfers to the Paying Agents for the.Re-
funded Bonds of such amounts at such times as are provided in
Section 3.02 hereof provided, however, that nothing contained
in this Section 3.01 shall prohibit the transfer to the City
of any income or increment earned from the reinvestment of
the proceeds of Open Market Securities, as provided in Sec-
tion 5.02 of this Escrow Agreement. When the final transfers
have been made to the Paying Agents for the Refunded Bonds
for the payment of such principal of and interest on the
Refunded Bonds, any balance then remaining in the Escrow Fund
shall be transferred to the City, and the Escrow Agent shall
thereupon be discharged from any further duties hereunder.
Section 3.02. Payment of Principal of and Interest on
Refunded Bonds. (a) The Escrow Agent is hereby irrevocably
instructed to transfer to the Paying Agents for the Refunded
Bonds from the cash balance from time to time on deposit in
the Escrow Fund the amounts required to pay the principal of
and interest on the Refunded Bonds as the same become due and
payable, all as provided on Schedule _ of. the Report.
(b) Money transferred to and held by the Paying Agents
for the Refunded Bonds in accordance with the provisions
hereof shall be held by the Paying Agents for the Refunded
Bonds as a separate trust fund for the account of the respec-
tive holders of the Refunded Bonds in connection with which
such money is held; provided, however, that money so held
remaining unclaimed by the owners of such Refunded Bonds for
four (4) years after the dates on which payment thereon was
due, payable and available for payment shall be paid to the
City to be used for any lawful purpose. Thereafter, neither
the City, the Escrow Agent, the Paying Agents for the Re-
funded Bonds nor any other person shall be liable or respon-
sible to any holders of such Refunded Bonds for any further
payment of such unclaimed money or on account of any such
Refunded Bonds.
(c) Except as provided in Article IV hereof, the City
hereby covenants and agrees that it will not exercise any
right that it may have to redeem any of the Refunded Bonds
prior to their scheduled maturities.
Section 3.03. Sufficiency of Escrow Fund. The City
represents based solely upon the Report that the successive
receipts of the principal of and interest on the Escrowed
Securities will assure that the cash balance on deposit from
time to time in the Escrow Fund will be at all times suffi-
cient to provide money for transfer to the Paying Agents for
-4-
51126 -24
the Refunded Bonds at the times and in the amounts required
to pay the interest on the Refunded Bonds as such interest
comes due and to pay the principal of the Refunded Bonds as
the Refunded Bonds mature or are redeemed.
Section 3.04. Escrow Fund. The Escrow Agent at all
times shall old the Escrow Fund, the Escrowed Securities and
all other assets of the Escrow Fund wholly segregated from
all other funds and securities on deposit with the Escrow
Agent; it shall never allow the Escrowed Securities or any
other assets of the Escrow Fund to be commingled with any
other funds or securities of the Escrow Agent; and it shall
hold and dispose of the assets of the Escrow Fund only as set
forth herein. The Escrowed Securities and other assets of
the Escrow Fund always shall be maintained by the Escrow
Agent for the benefit of the holders of the Refunded Bonds;
and a special account therefor evidencing such fact shall be
maintained at all times on the books of the Escrow Agent.
The holders of the Refunded Bonds shall be entitled to the
same preferred claim and first lien upon the Escrowed Secu-
rities, the proceeds thereof and all other assets of the
Escrow Fund as are enjoyed by other beneficiaries of similar
accounts. The amounts received by the Escrow Agent under
this Escrow Agreement shall not be considered as a banking
deposit by the City, and the Escrow Agent shall have no right
or title with respect thereto except as escrow agent under
the terms hereof. The amounts received by the Escrow Agent
hereunder shall not be subject to warrants, drafts or checks
drawn by the City.
Section 3.05. Security for Cash Balances. Cash bal-
ances from time to time on deposit in the Escrow Fund, to the
extent not insured by the Federal Deposit Insurance Corpora-
tion or its successor, shall be continuously secured by a
pledge of direct obligations of, or obligations uncondition-
ally guaranteed by, the United States of America, having a
market value at least equal to such cash balances.
ARTICLE IV
REDEMPTION OF CERTAIN REFUNDED BONDS PRIOR TO MATURITY
Section 4.01. Optional Redemption of Certain Refunded
Bonds. The City has irrevocably exercised its option to call
the bonds set forth below for redemption prior to maturity on
the dates indicated. Such optional redemption shall be
carried out in accordance with the ordinances authorizing the
issuance of such bonds. The Escrow Agent is hereby au-
thorized to provide funds therefor as set forth in Section
3.02 (a) hereof.
Bonds To Be Redeemed
Permanent Improvement Bonds, Series 1981
Maturities 1991 through 1994
Permanent Improvement Bonds, Series 1982
Maturities 1992 through 1996
Public Improvement Bonds, Series 1985
Maturities 1996 through 1998
-5-
Redemption Date
February 1, 1990
February 1, 1991
February 1, 1995
W
51126 -25
ARTICLE V
LIMITATION ON INVESTMENTS
Section 5.01. General. Except as herein otherwise
expressly provided, the Escrow Agent shall not have any power
or duty to invest any money held hereunder; or to make sub-
stitutions of the Escrowed Securities; or to sell, transfer
or otherwise dispose of the Escrowed Securities.
Section 5.02. Reinvestment of Open Market Securities.
At the written request of the City, the Escrow Agent is
hereby authorized and directed to reinvest the proceeds of
the Open Market Securities, including interest received and
maturing principal, in direct obligations of the United
States of America maturing no later than the date on which
the proceeds are needed for transfer to the Paying Agents for
the Refunded Bonds as contemplated by the Report. Any income
or increment earned from such reinvestment which is not re-
quired according to the schedules contained in the Report for
the payment of the Refunded Bonds (that is any amount which
on any payment date, after making all required transfers to
the Paying Agents for the Refunded Bonds, is in excess of the
amount shown in Schedule of the Report as the ending
balance for such date) shall be transferred to the City.
Section 5.03. Reinvestment of Proceeds of Book Entry
Securities. The Escrow Agent is hereby directed to reinvest
the proceeds of the Book Entry Securities at the times, in
the amounts, bearing interest at the rates, and maturing on
the dates, all as set out on of the Report.
Section 5.04. Substitution of Securities. At the
written request of the City, and upon compliance with the
conditions hereinafter stated, the Escrow Agent shall sell,
transfer, otherwise dispose of or request the redemption of
all or any portion of the Escrowed Securities and apply the
proceeds therefrom to purchase Refunded Bonds or direct
obligations of, or obligations the principal of and interest
on which are unconditionally guaranteed by, the United
States of America and which do not permit the redemption
thereof at the option of the obligor. Any such transaction
may be effected by the Escrow Agent only if (1) the Escrow
Agent shall have received a written opinion from a recognized
firm of certified public accountants that such transaction
will not cause the amount of money and securities in the
Escrow Fund to be reduced below an amount which will be
sufficient, when added to the interest to accrue thereon, to
provide for the payment of principal and interest on the
remaining Refunded Bonds as they become due, and (2) the
Escrow Agent shall have received the unqualified written
legal opinion of nationally recognized bond counsel or tax
counsel acceptable to the City and the Escrow Agent to the
effect that such transaction will not cause any of the
Refunding Bonds to be an "arbitrage bond" within the meaning
of Section 103(c) of the Code.
ARTICLE VI
RECORDS AND REPORTS
Section 6.01. Records. The Escrow Agent shall keep
books of record and account in which complete and correct
entries shall be made of all transactions relating to the
receipts, disbursements, allocations and application of the
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51126 -26
money and Escrowed Securities deposited to the Escrow Fund
and all proceeds thereof, and such books shall be available
for inspection at reasonable hours and under reasonable
conditions by the City and the holders of the Refunded Bonds.
Section 6.02. Reports. For the period beginning on the
Escrow Funding Date and ending on February 1, 1987, and for
each twelve (12) month period thereafter while this Agreement
remains in effect, the Escrow Agent shall prepare and send to
the City, at the City's request, within thirty (30) days
following the end of such period a written report summarizing
all transactions relating to the Escrow Fund during such
period, including, without limitation, credits to the Escrow
Fund as a result of interest payments on or maturities of the
Escrowed Securities and transfers from the Escrow Fund to the
Paying Agents for the Refunded Bonds or otherwise, together
with a detailed statement of all Escrowed Securities and the
cash balance on deposit in the Escrow Fund as of the end of
such period.
Section 6.03. Notification. The Escrow Agent shall
notify the City immed ately if at any time during the term of
this agreement it determines that there is insufficient cash
and Escrowed Securities in the Escrow Fund to provide for the
transfer to the Paying Agents for the Refunded Bonds for
timely payment of all interest on and principal of the
Refunded Bonds.
ARTICLE VII
CONCERNING THE ESCROW AGENT
Section 7.01. Representations. The Escrow Agent hereby
represents that it has all necessary power and authority to
enter into this Escrow Agreement and undertake the obliga-
tions and responsibilities imposed upon it herein, and that
it will carry out all of its obligations hereunder.
Section 7.02. Limitation on Liability. The Escrow
Agent shall not be liable for any action taken or neglected
to be taken in good faith in the exercise of reasonable care
and believed to be within the discretion or power conferred
by this Escrow Agreement, nor shall it be responsible for the
consequences of any error of judgment; and it shall not be
answerable except for its own neglect or default, nor for any
loss unless the same shall have been through their negligence
or want of good faith.
The liability of the Escrow Agent to transfer funds to
the Paying Agents for the Refunded Bonds for the payments of
the principal of and interest on the Refunded Bonds shall be
limited to the proceeds of the Escrowed Securities and the
cash balances from time to time on deposit in the Escrow
Fund. Notwithstanding any provision contained herein to the
contrary, the Escrow Agent shall have no liability whatsoever
for the insufficiency of funds from time to time in the
Escrow Fund or any failure of the obligor of the Escrowed
Securities to make timely payment thereon, except for the
obligation to notify the City promptly of any such occur-
rence.
The recitals herein and in the proceedings authorizing
the Refunding Bonds shall be taken as the statements of the
City and shall not be considered as made by, or imposing any
obligation or liability upon, the Escrow Agent. In its
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51126 -27
capacity as Escrow Agent, it is agreed that the Escrow Agent
need look only to the terms and provisions of this Escrow
Agreement.
The Escrow Agent makes no representation as to the
value, condition or sufficiency of the Escrow Fund, or any
part thereof, or as to the title of the City thereto, or as
to the security afforded thereby or hereby, and the Escrow
Agent shall incur no liability or responsibility with respect
to any of such matters.
It is the intention of the City and the Escrow agent
that the Escrow Agent shall never be required to use or
advance its own funds or otherwise incur personal financial
liability in the performance of any of its duties or the
exercise of any of its rights and powers hereunder.
Unless it is specifically provided otherwise herein, the
Escrow Agent has no duty to determine or inquire into the
happening or occurrence of any event or contingency or the
performance or failure of performance of the City with re-
spect to arrangements or contracts with others, with the
Escrow Agent's sole duty hereunder being to safeguard the
Escrow Fund and to dispose of and deliver the same in accor-
dance with this Escrow Agreement. If, however, the Escrow
Agent is called upon by the terms of this Escrow Agreement to
determine the occurrence of any event or contingency, the
Escrow Agent shall be obligated, in making such determina-
tion, only to exercise reasonable care and diligence, and in
event of error in making such determination the Escrow Agent
shall be liable only for its own misconduct or its negli-
gence. In determining the occurrence of any such event or
contingency the Escrow Agent may request from the City or any
other person such reasonable additional evidence as the
Escrow Agent in its discretion may deem necessary to deter-
mine any fact relating to the occurrence of such event or
contingency, and in this connection may make inquiries of,
and consult with the City, among others, at any time.
Section 7.03. Compensation. (a) On the Escrow Funding
Date the City will pay the Escrow Agent, as a fee for per-
forming the services hereunder and for all expenses incurred
or to be incurred by the Escrow Agent in the administration
of this Escrow Agreement, and for its services in its capa-
city as a Paying Agent for the Refunded Bonds, the sum of
$ If the Escrow Agent is requested to perform any
extraordinary services hereunder, the City hereby agrees to
pay reasonable fees to the Escrow Agent for such extraordi-
nary services and to reimburse the Escrow Agent for all
expenses incurred by the Escrow Agent in performing such
extraordinary services. It is expressly provided that the
Escrow Agent shall look only to the City for the payment of
such additional fees and reimbursement of such additional
expenses. The Escrow Agent hereby agrees that in no event
shall it ever assert any claim or lien against the Escrow
Fund for any fees for its services, whether regular, addi-
tional or extraordinary, as Escrow Agent, or in any other
capacity, or for reimbursement for any of its expenses.
Section 7.04. Successor Escrow Agents. If it any time
the Escrow Agent or its legal successor or successors should
cease to be the Escrow Agent hereunder, a vacancy shall
forthwith exist hereunder in the office of the Escrow Agent.
Any successor Escrow Agent appointed by the City shall
succeed, without further act, to all the rights, immunities,
-8-
51126 -28
powers and trusts of the predecessor Escrow Agent hereunder.
Upon the request of any such successor Escrow Agent, the City
shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such
successor Escrow Agent all such immunities, rights, powers
and duties. The Escrow Agent shall pay over to its successor
Escrow Agent a proportional part of the Escrow Agent's fee
hereunder equal to the portion of such fee attributable to
duties to be performed after the date of succession.
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Notices. Any notice, authorization,
request, or demand requ —i ed or permitted to be given here-
under shall be in writing and shall be deemed to have been
duly given when mailed by registered or certified mail,
postage prepaid addressed as follows:
To the Escrow Agent:
First City National Bank of Houston
Post Office Box 809
Houston, Texas 77001
Attention: Corporate Trust Department
To the City:
The City of Baytown, Texas
Post Office Box 424
Baytown, Texas 77520
Attention: Mayor
The United States Post Office registered or certified
mail receipt showing delivery of the aforesaid shall be
conclusive evidence of the date and fact of delivery. Any
party hereto may change the address to which notices are to
be delivered by giving to the other parties not less than ten
days prior notice thereof.
Section 8.02. Termination of Escrow Agent's Obliga-
tions. Upon the taking by the Escrow Agent of all the
actions as described herein, the Escrow Agent shall have no
further obligations or responsibilities hereunder to the
City, the holders of the Refunded Bonds or to any other
person or persons in connection with this Escrow Agreement.
Section 8.03. Binding Agreement. This Escrow Agreement
shall be binding upon the City, and the Escrow Agent and
their respective successors and legal representatives, and
shall inure solely to the benefit of the holders of the
Refunded Bonds, the City, the Escrow Agent and their respec-
tive successors and legal representatives.
Section 8.04. Severabilit . In case any one or more of
the provisions contained in this Escrow Agreement shall for
any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Escrow Agree-
ment, but this Escrow Agreement shall be construed as if such
invalid or illegal or unenforceable provision had never been
contained herein.
-9-
51126 -29
Section 8.05. Governing Law. This Escrow Agreement
shall be governed exclusively by the provisions hereof and by
the applicable laws of the State of Texas.
Section 8.06. Time of Essence. Time shall be of the
essence in t e performance of obligations from time to time
imposed upon the Escrow Agent by this Escrow Agreement.
Executed as of November 26, 1985, but effective as set
forth herein.
ATTEST:
City Clerk
(SEAL)
ATTEST:
Assistant Cashier
(SEAL)
THE CITY OF BAYTOWN, TEXAS
4e-�M�ayor�
FIRST CITY NATIONAL BANK
OF HOUSTON, as Escrow Agent
and Paying Agent
By
Vice President and
Trust Officer
-10-
51126 -30
Minutes of the Regular Meeting - November 26, 1985
Consider Proposed Ordinance, Authorizing the Issuance of
City of Baytown, Texas, Certificate of Obligation,
Series 1985
THE STATE OF TEXAS X
COUNTIES OF HARRIS AND CHAMBERS X
CITY OF BAYTOWN X
We, the undersigned officers of the CITY OF BAYTOWN,
TEXAS (the "City "), hereby certify as follows:
The City Council of the City convened in special meeting on
the 26th day of November, 1985, at the regular meeting place thereof,
within the City, and the roll was called of the duly constituted
officers and members of the City Council and the City Clerk to -wit:
Emmett
0. Hutto
Mayor
Perry M. Simmons
Councilman
Roy L.
Fuller
Councilman
Fred T.
Philips
Councilman
Jimmy Johnson
Councilman
Gerald
E. Dickens
Councilman
Ronald
G. Embry
Councilman
Eileen
P. Hall
City Clerk
and all said persons were present, except the following absentees:
Gerald Dickens, thus constituting a quorum. Whereupon, among
other business, the following was transacted at said meeting:
a written
ORDINANCE AUTHORIZING THE ISSUANCE OF
$250,000 CITY OF BAYTOWN, TEXAS,
CERTIFICATES OF OBLIGATION, SERIES 1985
(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.
(For Certificate and Full Text of Ordinance, see page
51126 -31)
Council expressed the desire that the public be informed
that the purchase of this land is to assure future development
of city facilities in this area. At some point in the future,
it will be necessary to move the Municipal Court or a
segment of the Police Department operation to that area. This
facility is already very overcrowded and the need for expansion
is evident. Also, the point was made that a study had been
made of comparable sales in the area, and the cost per square
foot is comparable to other sales in the area.
51126 -31
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 26th day of November, 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:
Emmett 0. Hutto
Mayor
Perry M. Simmons
Councilman
Roy L. Fuller
Councilman
Fred T. Philips
Councilman
Jimmy Johnson
Councilman
Gerald E. Dickens
Councilman
Ronald G. Embry
Councilman
Eileen P. Hall
City Clerk
and all of said persons were present, except the following absentees:
Gerald Dickens , thus constituting a quorum.
Whereupon, among other business, the following was transacted at said
meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF
$250,000 CITY OF BAYTOWN, TEXAS,
CERTIFICATES OF OBLIGATION, SERIES 1985
(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.
SIGNED AND SEALED this 26th day of No ember, 1985.
City Clerk Mayor
(SEAL)
51126 -32
ORDINANCE NO. 4325
ORDINANCE AUTHORIZING THE ISSUANCE OF
$250,000 CITY OF BAYTOWN, TEXAS,
CERTIFICATES OF OBLIGATION, SERIES 1985
THE STATE OF TEXAS S
COUNTIES OF HARRIS AND CHAMBERS $
CITY OF BAYTOWN S
WHEREAS, the City Council of the CITY OF BAYTOWN, TEXAS
(the "City ") , authorized the publication of a notice of in-
tention to issue certificates of obligation to the effect
that the City Council would meet on November 26, 1985, to
adopt an ordinance and take such other action as may be
deemed necessary to authorize the issuance of certificates of
obligation, payable from City ad valorem taxes, for the
purpose of evidencing the indebtedness of the City for all or
any part of the cost of purchasing land for public buildings
for the City, and the cost of professional services incurred
in connection therewith; and
WHEREAS, such notice was published at the times and in
the manner required by the Constitutions and laws of the
State of Texas and of the United States of America, respec-
tively, particularly Article 2368a.1, Vernon's Texas Civil
Statutes, as amended; and
WHEREAS, no petition or other request has been filed
with or presented to any official of the City requesting that
any of the proceedings authorizing such certificates of
obligation be submitted to a referendum or other election;
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF BAYTOWN, TEXAS:
Section 1. Throughout this ordinance the following
terms and expressions as used herein shall have the meanings
set forth below:
The term "Certificates" or "Series 1985 Certificates"
shall mean the Series 1985 Certificates authorized in this
Ordinance, unless the context clearly indicates otherwise.
The term "City" shall mean the City of Baytown, Texas.
The term "Construction Fund" shall mean the construction
fund established by the City pursuant to Section 8 of this
Ordinance.
The term "Interest and Sinking Fund" shall mean the
interest and sinking fund established by the City pursuant to
Section 6 of this Ordinance.
The term "Interest Payment Date ", when used in connec-
tion with any Certificate, shall mean August 1, 1986, and
each February 1 and August 1 thereafter until maturity.
The term Ordinance as used herein and in the Certifi-
cates shall mean this ordinance authorizing the Certificates.
The term "Owner" shall mean any person who shall be the
registered owner of any outstanding Certificates.
The term "Paying Agent" shall mean the Registrar.
51126 -33
The term "Record Date" shall mean, for any Interest
Payment Date, the 15th calendar date of the month next pre-
ceding 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 INTERFIRST BANK
HOUSTON, N.A., Houston, Texas, and its successors in that
capacity.
Section 2. The Certificates shall be issued in fully
registered form, without coupons, in the total authorized
aggregate amount of Two Hundred Fifty Thousand Dollars
($250,000) for the purpose of evidencing the indebtedness of
the City for all or any part of the cost of purchasing land
for public buildings for the City, and the cost of profes-
sional services incurred in connection therewith.
Section 3. (a) The Certificates shall be designated as
the "CITY OF BAYTOWN, TEXAS, CERTIFICATES OF OBLIGATION,
SERIES 1985 ", and shall be dated December 1, 1985. The Cer-
tificates shall bear interest from the later of December 1,
1985, or the most recent Interest Payment Date to which in-
terest 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, 1986, and semiannually thereafter on
February 1 and August 1 of each year until maturity.
(b) The Certificates 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
Certificates shall mature on February 1 in each of the years
and in the amounts set out in such schedule. Certificates
delivered in transfer of or in exchange for other Certifi-
cates 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 Certificate or
Certificates in lieu of which they are delivered.
Certificate
Number
Principal Interest
Year Amount Rate
R-
1
1987
$ 50,000
7.375%
R-
2
1988
50,000
7.375%
R-
3
1989
50,000
7.375%
R-
4
1990
50,000
7.375%
R-
5
1991
50,000
7.375%
"* (c) The Certificates shall be signed by the Mayor of
the City and countersigned by the City Clerk of the City, 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 Certifi-
cates shall have the same effect as if each of the Certifi-
cates had been signed manually and in person by each of said
officers, and such facsimile seal on the Certificates shall
have the same effect as if the official seal of the City had
been manually impressed upon each of the Certificates. If
any officer of the City whose manual or facsimile signature
shall appear on the Certificates shall cease to be such
-2-
51126 -34
officer before the
before the delivery
facsimile signature
cient for all purpo
such office.
authentication of such Certificates or
of such Certificates, such manual or
shall nevertheless be valid and suffi-
ces as if such officer had remained in
(d) Only such Certificates 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 5(b) of this Ordinance or (ii) a
certificate of authentication, substantially in the form
provided in Section 5(c) 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 obli-
gatory for any purpose. Such duly executed certificate of
authentication shall be conclusive evidence that the Certifi-
cate so authenticated was delivered by the Registrar here-
under.
(e) The Registrar is hereby appointed as the paying
agent for the Certificates. The principal of the Certifi-
cates 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 pay-
able, at the principal corporate trust office of the Regis-
trar. The interest on each Certificate 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.
(f) The City, the Registrar and any other person may
treat the person in whose name any Certificate is registered
as the absolute owner of such Certificate 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 Certificate 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 Certificate in accordance with this Section 3(f)
shall be valid and effectual and shall discharge the lia-
bility of the City and the Registrar upon such Certificate to
the extent of the sums paid.
(g) So long as any Certificates 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 Certificates in accordance with
the terms of this Ordinance.
Each Certificate shall be transferable only upon the
presentation 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 the Registrar. Upon due presentation of any Certificate
for transfer, the Registrar shall authenticate and deliver in
exchange therefor, within 72 hours after such presentation, a
new Certificate or Certificates, registered in the name of
the transferee or transferees, in authorized denominations
and of the same maturity and aggregate principal amount and
-3-
51126 -35
bearing interest at the same rate as the Certificate or Cer-
tificates so presented.
All Certificates shall be exchangeable upon presentation
and surrender thereof at the principal corporate trust office
of the Registrar for a Certificate or Certificates of the
same maturity and interest rate and in any authorized denom-
ination, in an aggregate principal amount equal to the unpaid
principal amount of the Certificate or Certificates presented
for exchange. The Registrar shall be and is hereby autho-
rized to authenticate and deliver exchange Certificates in
accordance with the provisions of this Section 3(g). Each
Certificate delivered in accordance with this Section 3(g)
shall be entitled to the benefits and security of this
Ordinance to the same extent as the Certificate or Certifi-
cates in lieu of which such Certificate is delivered.
The City or the Registrar may require the Owner of any
Certificate 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 Certificate. Any fee 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 Certificate during a period beginning at the
opening of business 15 calendar days prior to the first
mailing of a notice of redemption of Certificates and ending
at the close of business on the day of such mailing.
(h) All Certificates paid or redeemed in accordance
with this Ordinance, and all Certificates in lieu of which
exchange Certificates or replacement Certificates are authen-
ticated 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 Certificates.
(i) Upon the presentation and surrender to the Regis-
trar of a mutilated Certificate, the Registrar shall authen-
ticate and deliver in exchange therefor a replacement Cer-
tificate 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
Certificate to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection there-
with and any other expenses connected therewith, including
the fees and expenses of the Registrar.
If any Certificate 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 knowl-
'' edge that such Certificate has been acquired by a bona fide
purchaser, shall execute and the Registrar shall authenticate
and deliver a replacement Certificate of like maturity, in-
terest rate and principal amount, bearing a number not con-
temporaneously outstanding, provided that the Owner thereof
shall have:
(1) furnished to the City and the Registrar
satisfactory evidence of the ownership of and the
circumstances of the loss, destruction or theft of such
Certificate;
-4-
51126 -36
(2) furnished such security or indemnity as may be
required by the Registrar and the City to save them
harmless;
(3) 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
(4) met any other reasonable requirements of the
City and the Registrar.
If, after the delivery of such replacement Certificate, a
bona fide purchaser of the original Certificate in lieu of
which such replacement Certificate was issued presents for
payment such original Certificate, the City and the Registrar
shall be entitled to recover such replacement Certificate
from the person to whom it was delivered or any person taking
therefrom, except a bona fide purchaser, and shall be en-
titled 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 there-
with.
If any such mutilated, lost, apparently destroyed or
wrongfully taken Certificate has become or is about to become
due and payable, the City in its discretion may, instead of
issuing a replacement Certificate, authorize the Registrar to
pay such Certificate.
Each replacement Certificate delivered in accordance
with this Section 3(i) shall be entitled to the benefits and
security of this Ordinance to the same extent as the Certifi-
cate or Certificates in lieu of which such replacement Cer-
tificate is delivered.
Section 4. (a) The Certificates shall be in substan-
tially the following form, with such additions, deletions and
variations as may be necessary or desirable and permitted by
this Ordinance:
(Face of Certificate)
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF HARRIS AND CHAMBERS
NUMBER
R-
REGISTERED
CITY OF BAYTOWN, TEXAS
Certificate of Obligation, Series 1985
INTEREST RATE:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
MATURITY DATE:
THE CITY OF BAYTOWN, TEXAS (the
to the Registered Owner identified
assigns, on the date specified above
-5-
ISSUE DATE:
DENOMINATION
REGISTERED
CUSIP:
DOLLARS
"City ") promises to pay
above, or registered
upon presentation and
51126 -37
surrender of this certificate at the principal corporate
trust office of the INTERFIRST BANK HOUSTON, N.A., 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 December 1, 1985, or the
most recent interest payment date to which interest has been
paid or duly provided for. Interest on this certificate is
payable by check or draft payable on August 1, 1986, 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 CERTIFICATE 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 certificate 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
certificate.
(AUTHENTICATION CERTIFICATE) (SEAL) CITY OF BAYTOWN, TEXAS
Mayor
City Clerk
(Back Panel of Certificate)
THIS CERTIFICATE is one of a duly authorized issue of
Certificates, aggregating $250,000 (the "Certificates "),
issued in accordance with the Constitution and laws of the
State of Texas, particularly Article 2368a.1, Vernon's Texas
Civil Statutes, as amended, for the purpose of evidencing the
indebtedness of the City for all or any part of the cost of
purchasing land for public buildings for the City, and the
cost of professional services incurred in connection there-
with, and pursuant to an ordinance duly adopted by the City
Council of the City (the "Ordinance "), which Ordinance is of
record in the official minutes of said City Council.
THIS CERTIFICATE 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 au-
thorized representative, subject to the terms and conditions
of the Ordinance.
THE CERTIFICATES are exchangeable at the principal cor-
porate trust office of the Registrar 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 Certificate during a period beginning at the
-6-
51126 -38
opening of business fifteen (15) calendar days prior to the
first mailing of a notice of redemption of Certificates and
ending at the close of business on the day of such mailing.
THIS CERTIFICATE shall not be valid or obligatory for
any purpose or be entitled to any benefit under the Ordinance
unless this Certificate either (i) is registered by the Comp-
troller of Public Accounts of the State of Texas by registra-
tion certificate endorsed hereon or (ii) is authenticated by
the Registrar by due execution of the authentication certifi-
cate endorsed hereon.
IT IS HEREBY certified, recited and covenanted that this
Certificate 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 Certificate 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 Certificate, 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 irrevo-
cably for such payment; that this Certificate shall be a debt
of the City within the meaning of Article XI, Sections 5 and
7 of the Constitution of Texas; and that, when delivered,
this Certificate shall be deemed and construed (i) to be a
"Security" within the meaning of Chapter 8, Investment
Securities, Uniform Commercial Code (Chapter 785, Acts of the
60th Legislature, Regular Session, 1967) , and (ii) to be a
general obligation of the City within the meaning of Chapter
784, Acts of the 61st Legislature of Texas, Regular Session,
1969.
THE CITY has reserved the right to issue additional
parity certificates, and said certificates may be payable
from the same source, secured in the same manner and placed
on a parity with this Certificate and the series of which it
is a part, all as set forth in the Ordinance.
(b) Certificates No. R -1 through R -5 shall be regis-
tered by the Comptroller 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
Certificates R -1 through R -5 and shall be in substantially
the following form:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I HEREBY CERTIFY THAT this certificate has been exam-
ined, certified as to validity, and approved by the Attorney
General of the State of Texas, and that this certificate has
been registered by the Comptroller of Public Accounts of the
State of Texas.
WITNESS MY SIGNATURE AND SEAL this
xxxxxxxxxx
Comptroller of Public Accounts
(SEAL) of the State of Texas
(c) The following form of authentication certificate
shall be printed on the face of each of the Certificates:
-7-
51126 -39
Registration Date:
AUTHENTICATION CERTIFICATE
This Certificate is one of the
Certificates described in and
delivered pursuant to the
within - mentioned Ordinance.
INTERFIRST BANK HOUSTON, N.A.
Houston, Texas
By
Authorized Signature
(d) The following form of assignment shall be printed
on the back of each of the Certificates:
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 certificate and all rights
thereunder, and hereby irrevocably constitutes and appoints
attorney to
transfer said certificate on the books kept for registration
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 certificate in
every particular.
Section 5. The approving opinion of Vinson & Elkins,
Houston, Texas, and CUSIP Numbers may be printed on the
Certificates, but errors or omissions in the printing of such
opinion or such numbers shall have no effect on the validity
of the Certificates.
Section 6. The proceeds from all taxes levied, assessed
and collected for and on account of the Certificates autho-
rized by this Ordinance shall be deposited, as collected, in
a special fund to be designated "City of Baytown, Texas,
Certificates of Obligation, Series 1985, Interest and Sinking
Fund ". While said Certificates 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 col-
lected, in each year, beginning with the current year, a
continuing direct annual ad valorem tax upon all taxable
property in said City sufficient to pay the current interest
on said Certificates as the same becomes due, and to provide
and maintain a sinking fund adequate to pay the principal of
the Certificates as such principal matures but never less
than two percent (2 %) of the original principal amount of the
Certificates 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
-8-
51126 -40
principal of said Certificates and to no other purpose. In
addition, interest accrued from the date of the Certificates
until their delivery, and premium if any, is to be deposited
in such fund.
Section 7. After the Certificates to be initially
issued shall have been executed, it shall be the duty of the
Mayor of the City to deliver the Certificates 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 Certificates to be initially
issued shall have been approved by the Attorney General, they
shall be delivered to the Comptroller of Public Accounts of
the State of Texas for registration. Upon registration of
the Certificates to be initially issued, the Comptroller of
Public Accounts (or a deputy lawfully designated in writing
to act for the Comptroller) shall manually sign the Comptrol-
ler's Registration Certificate prescribed herein to be
printed and endorsed on the Certificates to be initially
issued, and the seal of said Comptroller shall be impressed,
or placed in facsimile, thereon.
Section 8. The sale of the Certificates to
MASTERSON & CO. , (herein referred to as the "Purchaser")
at the price of par and accrued interest thereon to date of
delivery, plus a premium of $ -0- , is hereby authorized,
approved, ratified and confirmed, subject to the unqualified
approving opinion as to the legality of the Certificates of
the Attorney General of the State of Texas, and of Vinson &
Elkins, Houston, Texas, market attorneys. It is hereby found
and determined that such price is the best price reasonably
obtainable by the City after advertisement as provided by
law.
Proceeds from the sale of the Certificates shall immedi-
ately be deposited in a special fund designated the "Con-
struction Fund ", and shall be disbursed solely in connection
with the purposes for which the Certificates are authorized
to be issued.
Section 9. So long as any of the Certificates are out -
stand7ing the City covenants and agrees that it will keep
proper books of record and account in which full, true and
correct entries will be made of all dealings, activities and
transactions relating to the Certificates and the funds
created pursuant to this Ordinance, and all books, documents
and vouchers relating thereto shall at all reasonable times
be made available for inspection upon request of any holder
of any of the Certificates.
Section 10. The City certifies that based upon all
facts and estimates now known or reasonably expected to be in
existence on the date the Certificates initially issued are
delivered and paid for, the City reasonably expects that the
proceeds of the Certificates will not be used in a manner
that would cause the Certificates or any portion of the Cer-
tificates to be an "arbitrage certificate" under Section
103(c)(2) of the Internal Revenue Code of 1954, as amended,
and the regulations 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 Certificates initially issued are de-
livered and paid for. In particular, all or any officers of
the City are authorized to certify for the City the facts and
-9-
51126 -41
circumstances and reasonable expectations of the City on the
date the Certificates initially issued are delivered and paid
for regarding the amount and use of the proceeds of the Cer-
tificates. Moreover, the City covenants that it shall make
such use of the proceeds of the Certificates, regulate in-
vestments of proceeds of the Certificates and take such other
and further actions as may be required so that the Certifi-
cates 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.
Section 11. It is hereby officially found and deter-
mined that an emergency and urgent public necessity exist
relating to the immediate preservation of the public peace,
health, safety and welfare, and because the proceeds from the
sale of the Certificates are required as soon as possible for
necessary and urgently needed improvements; that such emer-
gency and necessity require the adoption of this Ordinance
and the holding of the meeting, or meetings, at which this
Ordinance is adopted at the time or times and place held; the
meeting, or meetings, at which this Ordinance was adopted was
or were open to the public, and public notice of the time,
place and purpose of said meeting, or meetings, was given,
all as required by Vernon's Ann. Tex. Civ. St. Article
6252 -17, as amended; and that such notice or notices as given
are hereby authorized, approved, adopted and ratified.
Section 12. This Ordinance shall be in force and effect
from and after its final passage, and it is so ordered.
Section 13. (a) The Registrar, by undertaking the per-
formance 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.
(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.
PASSED AND APPROVED this 26th day of November, 1985.
/s/ Emmett 0. Hutto
ATTEST:
Mayor
CITY OF BAYTOWN, TEXAS
/s/ Eileen P. Hall
City Clerk
CITY OF BAYTOWN, TEXAS APPROVED:
/s/ Randall B. Strong
(SEAL)
City Attorney
CITY OF BAYTOWN, TEXAS
-10-
51126 -42
Minutes of the Regular Meeting - November 26, 1985
Consider Proposed Ordinance, Approving Industrial District
Agreement With Hoesch Tubular Products
This item will be considered at a future meeting.
Consider Proposed Ordinance, Amending the Auto Wrecker
Ordinance to Provide Boundary Limits for Storage of
Vehicles, and Don W. Graham Will Appear in This Regard
The administration had prepared two ordinances for con-
sideration. One provided that storage of vehicles could only
be within the corporate limits of the City of Baytown, while
the other provided that the storage facility would be within
the corporate limits of the City of Baytown or within the
area bounded by the San Jacino River and bays on the west,
the bays on the south, Cedar Bayou Stream and State Highway
146 on the east, and Interstate Highway 10 on the north, or
property immediately contiguous to said Highway 146 or
Interstate 10.
Councilman Simmons moved for adoption of the ordinance
which expands the acceptable storage area; Councilman
Johnson seconded the motion.
Council inquired if the ordinance could be misinterpreted
to indicate that one could have a storage facility along
Interstate 10 in Beaumont. The city attorney responded that
the intent of council is to expand the area that a storage
lot may be located which area must be contiguous to the
corporate limits of the City of Baytown. Since the minutes=
will reflect this, there should be no problem with establish-
ing the intent of council. The vote follows:
Ayes: Council members Philips, Johnson, Simmons, Embry
and Fuller
Mayor Hutto
Nays: None
ORDINANCE NO. 4326
AN ORDINANCE AMENDING CHAPTER 6, "AUTO WRECKERS," OF THE
CODE OF ORDINANCES OF THE CITY OF BAYTOWN BY REQUIRING
STORAGE FACILITIES WITHIN THE CITY LIMITS OR THE AREA
BOUNDED BY THE RIVER AND BAYS ON THE WEST AND SOUTH AND
CEDAR BAYOU AND HIGHWAY 146 ON THE WEST AND INTERSTATE
10 ON THE NORTH OR IMMEDIATELY CONTIGUOUS THERETO; MAKING
IT UNLAWFUL TO VIOLATE THE PROVISIONS OF THIS CHAPTER;
CONTAINING A REPEALING CLAUSE; CONTAINING A SAVINGS CLAUSE;
PROVIDING FOR A PENALTY; PROVIDING FOR THE PUBLICATION
AND EFFECTIVE DATE HEREOF.
51126 -43
Minutes of the Regular Meeting - November 26, 1985
Consider Proposed Ordinance, Adding Chapter 13h, "Food
Service Manager's Certification"
The Health Department requested that council consider
the establishment of a Food Service Manager's Certification
Program for the following reasons:
1. This has been a very effective means of improving
sanitary operation of food establishments.
2. The food industry is the nation's fourth largest
industry. Over 80 million meals are served per
day in the United States.
3. Food -borne illness is still a major public health
problem with over 10,000 cases reported annually
and between 1 and 2 million unreported cases
annually.
The program will be management sponsored employee training
and will be offered on -site by the Baytown Health Depart-
ment. By doing this, the department feels that this will
aid management in the instruction of employees in food
sanitation and help the department to act as an advisor
instead of an authority figure. The recommended basic
charge for this service would be either $45 per manager or
$50 per manager. The council packet contained a list of
projected costs for the first year of operation.
The health department has given this program to the
school district foodhandlers and the average score was 86.
The program is an 8 hour program which would be administered
by the health department. There are 350 food establishments
in Baytown. After each place has at least one qualified
foodhandler, the department would begin to schedule others
that the industry might want to have certified. Once certi-
fied, the certificate is good for three years and then must
be renewed. The renewal would be no problem unless the
department had had problems with the manner in which food
had been handled at that establishment.
In response to inquiry from council, Howard Brister,
Chief Sanitarian, explained that presently the health
department staff is reviewing the "Food and Food Establish-
ment" chapter of the code for revision.
Council had many questions concerning the establishment
of this program, and several expressed the thought that the
program should be voluntary rather than mandatory. The
point was made that perhaps certification every three years
was not realistic. Another matter discussed was the rapid
turn over in the industry which would make a program like
this difficult to administer. It was suggested that perhaps
the program could be used much like defensive driving is
used when one receives a traffic citation.
51126 -44
Minutes of the Regular Meeting - November 26, 1985
Councilman Simmons pointed out that the present system
seems to be working effectively; therefore, he felt that no
action should be taken and the program could be operated on
a strictly voluntary basis. He moved to table the matter;
Councilman Johnson seconded the motion. The vote follows:
Ayes: Council members
Embry and Fuller
Mayor Hutto
Nays: None
Philips, Johnson, Simmons,
Consider Proposed Ordinance, Approving a Blanket Interlocal
Agreement with Houston - Galveston Area Council for the
Purchase of Items Bid Through a Cooperative Purchasing
Program
The present Interlocal Agreement with Houston - Galveston
Area Council for purchase of items bid through a cooperative
purchasing program has expired. The administration recommended
approval of the ordinance.
Councilman Embry moved for adoption of the ordinance;
Councilman Fuller seconded the motion.
In response to an inquiry from council, Pete Cote,
Purchasing Agent, said that he had forwarded a list of local
vendors to Houston - Galveston Area Council.
Councilman Philips asked that council be apprised of
the cost savings realized through use of the cooperative
purchasing program. The vote follows:
Ayes: Council members Philips, Johnson, Simmons,
Embry, and Fuller
Mayor Hutto
Nays: None
ORDINANCE NO. 4327
AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER TO
EXECUTE AND THE CITY CLERK TO ATTEST TO AN INTERLOCAL
AGREEMENT WITH THE HOUSTON - GALVESTON AREA COUNCIL APPOINTING
THE HOUSTON - GALVESTON AREA COUNCIL AS THE CITY'S PURCHASING
AGENT FOR CERTAIN ITEMS AND PROVIDING FOR THE EFFECTIVE DATE
HEREOF.
51126 -45
Minutes of the Regular Meeting - November 26, 1985
Consider Proposed Ordinance, Awarding Bid for Annual Masonry,
Lumber, Paint and Construction Materials Contract
The administration recommended that the ordinance be
adopted awarding the bid for the annual masonry, lumber,
paint and construction materials as follows: (1) Item No. 1
to Lowe's for the amount of Nine Thousand Four Hundred
Thirteen and 60/100 ($9,413.60) Dollars, (2) Items No.
2 and 4 to Deer Park Lumber for the amount of Twenty -Seven
Thousand Five Hundred Twenty -Seven and 75/100 ($27,527.75)
Dollars, and (3) Item No. 3 to Sherwin Williams for the
amount of Two Thousand Three Hundred Sixty Seven and
No /100 ($2,367.00).
Councilman Johnson moved to adopt the ordinance; Coun-
cilman Philips seconded the motion.
Councilman Philips and Mayor Hutto inquired if perhaps
the administration couldn't check into whether there would
be some method to offer the local vendors a preference over
those bidding from out of the city.
Councilman Embry concurred with the sentiment behind
wanting to offer the local vendors a preference, but pointed
to the fact that the bidding process affords the citizens
the very best price for their tax dollars; therefore, he
wasn't sure that the citizens would want to spend more money
than necessary to award the bid to a local vendor. The
vote follows:
Ayes: Council members Philips, Johnson, Simmons,
Embry and Fuller
Mayor Hutto
Nays: None
ORDINANCE NO. 4328
AN ORDINANCE ACCEPTING THE BID OF LOWE'S, DEER PARK LUMBER
AND SHERWIN WILLIAMS FOR THE ANNUAL MASONRY, LUMBER, PAINT
AND CONSTRUCTION MATERIALS CONTRACT AND AUTHORIZING THE
PAYMENT BY THE CITY OF BAYTOWN OF THE SUM OF THIRTY -NINE
THOUSAND THREE HUNDRED EIGHT AND 35/100 ($39,308.35) DOLLARS.
For bid tabulation, see Attachment "A."
Consider Proposed Ordinance, Endorsing the Approval to
Purchase Parts for Emergency Pump Repairs From the Sole
Source Available
The city manager requested approval of his authorization
to purchase parts for the repair of a sludge pump on an
emergency basis from G.R. Haley Company as the sole source
of said parts.
Councilman Simmons moved to adopt the ordinance;
Councilman Johnson seconded the motion. The vote follows:
51126 -46
Minutes of the Regular Meeting - November 26, 1985
Ayes: Council members Philips, Johnson, Simmons, Embry
and Fuller
Mayor Hutto
Nays: None
ORDINANCE NO. 4329
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, DECLARING THAT AN EMERGENCY SITUATION EXISTS,
AUTHORIZING THE PAYMENT OF THE SUM OF TWO THOUSAND EIGHT
HUNDRED SEVENTY -TWO AND 80 /100 ($2,872.80) DOLLARS TO
G.R. HALEY COMPANY AS THE SOLE SOURCE FOR PARTS TO REPAIR
THE SLUDGE PUMP AT THE CENTRAL DISTRICT WASTEWATER TREAT-
MENT PLANT; AND PROVIDING FOR THE EFFECTIVE DATE HEREOF.
Consider Proposed Ordinance, Approving Contract for Sale
of Treated Water to San Jacinto Place Municipal Utility
District Nos. 1 and 2
At the last council meeting, the contract for sewer
service was approved. Since that time, the Baytown Area Water
Authority Board has approved the contract for sale of treated
water contingent upon approval by council. The administration
recommended approval of the ordinance. The vote follows:
Ayes: Council members Philips, Johnson, Simmons, Embry
and Fuller
Mayor Hutto
Nays: None
ORDINANCE NO. 4330
AN ORDINANCE APPROVING THE BAYTOWN AREA WATER AUTHORITY'S
CONTRACTS WITH SAN JACINTO PLACE MUNICIPAL UTILITY DISTRICT
NUMBERS 1 AND 2 FOR THE SALE OF TREATED WATER.
Consider Proposed Resolution No. 930, Authorizing the Chief
of Police and the Fire Chief to Appoint Assistant Chiefs.
as Vacancies Occur
i Section 8A of paragraph (b) of Article 1269m, V.T.C.S.
provides that if the city council or governing body of a
city approves by ordinance or resolution, the Chief of Police
and Fire Chief may appoint their assistant chiefs. This
authority would only apply to the position immediately
below the chiefs (the assistant chiefs, and would not in-
clude the fire marshal's position in the fire department).
This would only apply to any future vacancies that may occur.
It would not affect any individuals now serving as assistant
chief in either department. This will give the Chief of
Police as well as the Fire Chief the authority to look at a
wider range of individuals when a vacancy occurs. In the
fire department, an assistant may be selected from fire
captain or fire lieutenant. In the police department, a
selection may be made from lieutenants or sergeants. The
administration recommended approval of the resolution.
51126 -47
Minutes of the Regular Meeting - November 26, 1985
Councilman Fuller moved for adoption of the resolution;
Councilman Simmons seconded the motion. The vote follows:
Ayes: Council members Philips, Johnson, Simmons, Embry
and Fuller
Mayor Hutto
Nays: None
RESOLUTION NO. 930
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAYTOWN
APPROVING THE POLICE AND FIRE CHIEFS AUTHORITY TO APPOINT
THEIR ASSISTANT DEPARTMENT HEADS.
Consider Proposed Resolution No. 931, Supporting Removal
of the Damaged Drawbridge on Cedar Bayou at the Chambers
and Harris County Line
The administration has been contacted by the Chambers/
Liberty County Navigation District seeking removal of the
abandoned drawbridge on Tri -City Beach Road. It is not
clear which entities have responsibility for this facility.
Therefore, a copy of the resolution will be forwarded to the
County Judge for Harris and Chambers County. The adminis-
tration recommend approval of the resolution.
Councilman Fuller moved for approval of the resolution;
Councilman Johnson seconded the motion. The vote follows:
Ayes: Council members Philips, Johnson, Simmons,
Embry and Fuller
Mayor Hutto
Nays: None
RESOLUTION NO. 931
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAYTOWN
SUPPORTING THE INITIATIVE OF THE CHAMBERS- LIBERTY COUNTIES
NAVIGATION DISTRICT SEEKING REMOVAL OF THE ABANDONED DRAWBRIDGE
ON TRI CITY BEACH ROAD.
Consider Proposed Resolution No. 931, Setting Forth Baytown's
Commitment to an Economic Development Program
The proposed resolution sets forth Baytown's commitment
to an economic development program. It specifies the council's
desire to cooperate with other groups and entities in an
effort to bring renewed economic growth and development to
the East Harris County /West Chambers County area, as well as
to the City of Baytown. The resolution stipulates council's
desire to provide initial financing to be used to help start
an economic development program for the Baytown area and
that council urges that such funds be used to help enlist
the aid of individuals experienced in promoting economic
growth. The administration recommended approval of the
resolution.
51126 -48
Minutes of the Regular Meeting - November 26, 1985
Councilman Philips moved to adopt the resolution;
Councilman Embry seconded the motion. The vote follows:
Ayes: Council members Philips, Johnson, Simmons, Embry
and Fuller
Mayor Hutto
Nays: None
RESOLUTION NO. 932
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAYTOWN
SUPPORTING THE ESTABLISHMENT OF AN ECONOMIC DEVELOPMENT
PROGRAM FOR THE CITY OF BAYTOWN; AND PROVIDING FOR THE
EFFECTIVE DATE HEREOF.
Councilman Philips thanked council for their support of
an economic development program for Baytown, He mentioned
that through Mayor Hutto's leadership an economic development
seminar was sponsored and proved to be very successful.
Baytown is on the right course. The city manager has
pledged full support of whatever policy council establishes
in this regard. A meeting has been scheduled for December 4
with the Chamber of Commerce to discuss further planning.
Review Plans and Specifications for Fire Station No. 3
(Garth Road) and Authorize Advertisement for Bids
Jan Lammers, Architect for Fire Station No. 3 (Garth
Road), was present to review with council the plans for the
station. He said that he was hesitant to set a bid date
with the Christmas holidays coming up because historically
this was a problem time to get bids in. Mr. Lammers presented
council with drawings that showed the floor plans and the
conceptual ideas as to what the building will look like. He
said that he is still 2 to 3 weeks away from having a complete
final set of construction documents. The documents presented
to council tonight are tailored to council rather than to
construction documents. Construction documents will probably
be ready before the end of the year, but the bids will not
be let until the middle or latter part of January. The
estimates were based on $40 a square foot, but there were
some improvements to the site which were not taken into
account in that estimate. The architect has allowed for
historical figures and has talked with a number of con-
tractors to come up with an estimate which is within the
budgeted amount - -$50 a square foot.
The roof is a metal pan system that interlocks. It is
galvanized steel with a 20 year guaranteed coating on the
metal. The same type material was used across the way on
the community center building.
51126 -49
Minutes of the Regular Meeting - November 26, 1985
The architects have gone out to measure the lift
station and to locate it on the site in order to determine
how close the fire station could encroach without inter -
ferring with the lift station operation. The architects are
looking at moving the fence and gate to the lift station and
then paving most of the area to cut down on maintenance of
the area; $60,000 is included for these site improvements.
In the center of the second floor a lobby is included
to act as a buffer between the noisier areas and the sleep-
ing areas. There will be some natural lighting into that
area.
Council got to view a scale model of the facility.
Councilman Fuller moved to approve the plans and specifi-
cations and authorized the architect to advertise for bids
when the formal construction drawings are complete; Council-
man Philips seconded the motion. The vote follows:
Ayes: Council members Philips, Johnson, Simmons,
Embry and Fuller
Mayor Hutto
Nays: None
The Fire Chief was present and stated that the plans
had been available for review by firemen.
Consider Approving Water and Sewer Rate Studies of San
Jacinto Place Municipal Utility District Nos. 1 and 2
When San Jacinto Place Municipal Utility District Nos.
1 and 2 were created, as far as the resolution approving the
creation, there was a requirement that the proposed water
and sewer rates be brought back to council for approval.
The letter from Dan Sharp with Pacer Development setting
forth the proposed rates is attached to the minutes as
Attachment "B."
The proposed rates provide for enough revenue to pay
the City of Baytown and have some remaining to support the
district.
Councilman Philips moved to approve the proposed rates
to be charged by San Jacinto Place Municipal Utility District
Nos. 1 and 2 for water and sewer service; Councilman Embry
seconded the motion. The vote follows:
Ayes: Council members Philips, Johnson, Simmons,
Embry and Fuller
Mayor Hutto
Nays: None
51126 -50
Minutes of the Regular Meeting - November 26, 1985
Consider Appointments to Harris County Higher Education
,Board.
These appointments will be made at a future meeting.
Consider Appointments to Baytown Industrial Development
Corporation Board
Councilman Johnson moved to appoint members of Council
to serve another two -year term as members of the Baytown
Industrial Development Corporation Board; Councilman Embry
seconded the motion. The vote follows:
Ayes: Council members Philips, Johnson, Simmons,
Embry and Fuller
Mayor Hutto
Nays: None
City Manager's Report
Massey Tompkins at North Main Project - The contractor
has not begun on the actual paving work, but he has been
working on laying the 12 inch water main under North Main
and is in the process of making taps on both ends of the
line. The other utility companies are in the process of
removing their lines. The contractor is required to keep
the street open; therefore, the project may take longer than
normal.
East District Sewer Contractor - The contractor has
been able to get back to work on the lift stations. The
pumps and motors for the East James station are on site, and
the concrete was poured this past week to begin setting the
pumps. The pumps and motors for the Woodlawn Station are
scheduled for shipment in December. The second contract is
for the relief sewer and discharge force,main. The force
main is in place. The force main failed the initial pressure
test; the leak has been located; the contractor is in process
of repairing that; and it will be tested on Monday, December
2.
Drainage - City drainage crews have completed 75% of
the work on one of the major drainage projects - -the installation
of a storm sewer system at Lakewood Drive and Yaupon.
Tax Increment Financing - There has been a court decision
in E1 Paso that would have a detrimental effect on the tax
increment financing program, and Texas Municipal League is
asking other cities to become parties to that suit with no
financial obligation. Therefore, the city attorney requested
council's approval to indicate that the City of Baytown
could be named as a part to that suit.
Councilman Philips moved to authorize the city attorney
to indicate that the City of Baytown could be named as a
party to the suit; Councilman Johnson seconded the motion.
The vote follows:
51126 -51
Minutes of the Regular Meeting - November 26, 1985
Ayes: Council members Philips, Johnson, Simmons,
Embry and Fuller
Mayor Hutto
Nays: None
Thanksgiving Holiday - Mr. Lanham informed council
that the city employees had elected to take the day after
Thanksgiving as the floating holiday; therefore, city
operations would be closed November 27 and 28.
Brownwood - Trash is to be picked up in the Brownwood
area every three months.
Recess and Reconvene
Mayor Hutto announced that the open session would be
recessed into executive session to discuss pending litigation.
When the open meeting reconvened, Mayor Hutto announced that
no action was necessary as a result of the executive session.
Adjourn
Since there was no further business to be transacted,
the meeting was adjourned.
e, 2��e
Eileen P. Hall, City Clerk
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CITY OF BAYTONM
PAGE 2
610 TABULATION
TITLE: ANNUAL MASONRY, LUMBER, PAINT AND CONSTRUCTION MATERIALS CONTRACT
BID NUMBER: 8610 -03
DATE: 11 -12 -85 2:00 P.M.
I I
I
;
MCCOY'S
8U1L01NG
!
BEER PARK LUMBER
1
BARBEE PAINT COMP EASTHAM
HONE
CENTER ;
!ITEM!
QTY !UNIT
RESCRIPTION
1
!
(UNIT PRICE;EXT.
PRICE!UNIT
PRICEIEXT. PRICEIUNIT
PRICEIEXT PRICEWNIT PRICE;EXt PRICE;
! !
1
I ANNUAL MASONRY, LUMBER,
1
1
1
!
I
!
1
I
! 1
1
1 PAINT I CONSTRUCTION
!
1
!
!
!
I
!
I
! 1
1
I MATERIALS CONTRACT
I
1
!
!
1
I
I
!
! 1
1
1 per specifications.
!
1
I
!
!
!
1
1 I.!
I
! MASONRY I CONST. MAT.
!
! NO
810
I
:$10.044.30!
1
NO 810 1
I
NO BID !
LUMBER I CONST. MAT.
!
! NO
810
1
:$15.224.751
!
NO BID 1
I
NO 810 :
PAINT
:
1 NO
BID
:
:$ 2.950.001
:$
2.385.001
!:
2.938.00;
: IV.,
:
1 BRICK
1
: NO
BID
!
:$12.303.001
I
NO BID 1
:
NO BID ;
DELIVERY:
!
I
1
I DAYS ARID
:
1 BAY AR01
I 1-2 BAY
ARO
SPECIAL CONDITION:
Attad -onent "B"
CONSULTING ENGINEERS
B U S C H, H U TC H I S O N& ASSOCIATES, INC. AND ARCHITECTS
1107 FLEETWOOD DRIVE • 9AYTOWN. TEXAS 77520 • PHONE 17131 422 62t3
3333 EASTSIDE SUITE 263 • HOUSTON. TEXAS 77099 • 17131 923.2367
November 14, 1985
Mr. Dan Sharp
Pacer Development
1001 Texas Avenue
Suite 600
Houston. TX 77002
RE: WATER & SEWER RATES FOR SAN JACINTO PLACE MUNICIPAL UTILITY
DISTRICT NUMBER ONE AND SAN JACINTO PLACE MUNICIPAL UTILITY
DISTRICT NUMBER TWO
Dear Mr. Sharp:
For your consideration I offer the following suggested rates for
water and sewer service for customers within the Districts:
a) The following rates per month shall be charged for water
service furnished by the District through meters to each
separate connection in every instance in which a
different charge is not expressly and clearly provided
for elsewhere herein:
For first 10,000 gallons of water used 515.00
For each 1,000 gallons of water used over
10,000 gallons 1.50
b) The minimum monthly charge shall be 110.00 for which
10,000 gallons of water may be used. Until a meter 1s
installed, the minimum amount shall be charged each
month.
c) The following monthly rate shall be charged for
Multi - Family (Apartment) service by master meter:
For each Multi - Family (Apartment) unit,
regardless of occupancy: $10.00
d) The following monthly rate shall be charged for
Hotel /Motel service by master meter, regardless of
occupancy:
For each Hotel -Motel unit $10.00
Page 2
November 14, 1985
e) The following rates per month shall be charged for
commercial water service furnished by the District
through meters to each separate connection in every
instance in which a different charge is not expressly
and clearly provided for elsewhere herein:
For first 10.000 gallons of water used $15.00
For each 1.000 gallons of water used over
10,000 1.50
a) The following rates per month shall be charged for sewer
service furnished by the District in every instance in
which a different charge is not expressly and clearly
provided for herein:
Up to 10,000 gallons of water used $15.00
Over 10.000 gallons of water used 1.50
per 1,000 gallons
b) The minimum monthly charge shall be $15.00.
C) The following monthly rate shall be charged for sewer
service to apartment projects:
For each apartment unit, regardless of
occupancy: $15.00
d) The following monthly rate shall be charged for sewer
service to Hotel /Motel projects:
For each Hotel /Motel unit, regardless of
occupancy $15.00
e) The following rates per month shall be charged for
commercial sewer service furnished by the District in
every instance in which a different charge is not
expressly and clearly provided for herein:
First 10,000 gallons of water used
through a master meter $15.00
Page 3
November 14. 1985
For each 1.000 gallons of water
used over 10.000 gallons i 50
The rates suggested hereon should accumulate a modest surplus;
however, the surplus accumulated will not be sufficient to retire
the anticipated Bond Debt.
Yours truly,
A. 410 Busch, Jr., Ff. E.
AJB /jm