1991 09 18 CC Minutes, SpecialMINUTES OF THE SPECIAL SESSION
OF THE CITY COUNCIL OF THE CITY OF BAYTOWN
September 18, 1991
The City Council of the City of Baytown, Texas, met in
special session on Wednesday, September 18, 1991, at 1:30 p.m. in
the Council Chamber of the Baytown City Hall with the following
attendance:
Jimmy Johnson
Ray Swofford
Pete C. Alfaro
Bobby J. Credille
Rolland J. Pruett
Emmett O. Hutto
Bobby Rountree
Norman Dykes
Ignacio Ramirez
Eileen P. Hall
Absent: Mario Delgado
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, after
which the following business was conducted:
Open Bids For Sale of $2,650,000 General Obligation Bonds, Series
1996 and For Sale of $7,205,000 Waterworks and Sewer System
Revenue Bonds, Series 1991
Drew Masterson with the firm of Masterson Mooreland Sauer
Whismer, Inc., City of Baytown Financial Advisor, opened the bids
for $2,650,000 General Obligation Bonds, Series 1991, and read
them as follows:
BIDDER: TRUE INTEREST COST RATE:
Clayton Brown 6.6826
Prudential Bache 6.5460
First City -Texas 6.6988
Paine Webber 6.6450
910918 -2
Minutes of the Special Session - Sept. 18, 1991
$7,205,000
& SEWER SYSTEM REVENUE BONDS, SERIES 1991
BIDDER: TRUE INTEREST COST RATE:
Clayton Brown
Prudential Bache
Paine Webber
NCNB
6.7867
6.6259
6.6407
6.7079
Mr. Masterson verified that the bids were correct, after
which council took for following action:
Consider Proposed Ordinance, Authorizing the Issuance of
$2,650,000 City of Baytown, Texas, General Obligation Bonds,
Series 1991; and appropriating the Proceeds of Sale Thereof for
Marina, Park, and Street Improvements and Containing Other
Provisions Related Thereto
Councilman Pruett moved for adoption of the ordinance.
Councilman Alfaro seconded the motion. The vote follows:
Ayes: Council members Johnson, Swofford, Alfaro
Credille and Pruett
Mayor Hutto
Nays: None
For Certificate of Ordinance and copy of Ordinance No. 6000,
see Attachment "A."
910918 -3
Minutes of the Special Session - Sept. 18, 1991
Consider Proposed Ordinance, Authorizing the Issuance of
$7,205,000 City of Baytown, Texas, Waterworks and Sewer System
Revenue Bonds, Series 1991; Appropriating $1,805,000 of the
Proceeds of Sale Thereof for Waterworks System Improvements and
$5,400,000 of the Proceeds of Sale Thereof for Sewer System
Improvements and Containing Other Provisions Related Thereto
Councilman Swofford moved for adoption of the ordinance.
Councilman Johnson seconded the motion. The vote follows:
Ayes: Council members Johnson, Swofford, Alfaro
Credille and Pruett
Mayor Hutto
Nays: None
For copy of Certificate of Ordinance and Ordinance No. 6001,
see Attachment "B."
Adjourn
There being no further business to be transacted, the
meeting was adjourned.
&�" 1
Eileen P. Hall
City Clerk
3.2.30
ATTACHMENT "A"
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 18th day of September, 1991, 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
Secretary, to wit:
Emmett 0. Hutto
Mario Delgado
Pete C. Alfaro
Rolland Pruett
Ray Swofford
Bobby J. Credille
Jimmy Johnson
Eileen P. Hall
Mayor
Mayor Pro Tem
Councilman
Councilman
Councilman
Councilman
councilman
City Clerk
and all of said persons were present, except the following
absentee: Mario Degado , constituting a quorum.
Whereupon, among other business, the following was transacted at
said meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF $2,650,000 CITY OF
BAYTOWN, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1991;
AND APPROPRIATING THE PROCEEDS OF SALE THEREOF FOR
MARINA, PARK, AND STREET IMPROVEMENTS
(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 18th day of September, 1991.
City - Clerk
(SEAS:,)
910918 -1
ATTACHMENT "A"
ORDINANCE NO. 6000
ORDINANCE AUTHORIZING THE ISSUANCE OF $2,650,000 CITY OF
BAYTOWN, TEXAS, GENERAL OBLIGATION BONDS, SERIES 1991;
AND APPROPRIATING THE PROCEEDS OF SALE THEREOF FOR
MARINA, PARK, AND STREET IMPROVEMENTS
THE STATE OF TEXAS §
COUNTIES OF HARRIS AND CHAMBERS §
CITY OF BAYTOWN §
WHEREAS, at an election held in and throughout the City of
Baytown, Texas, on the 4th of May, 1991, there were duly and
favorably voted the following tax bonds of said City: (1)
$3,000,000 public works maintenance facility bonds; (2) $5,200,000
public building bonds; (3) $4,700,000 public marina bonds; (4)
$1,800,000 Goose Creek Stream and park improvement bonds; and (5)
$12,700,000 street improvement bonds; and
WHEREAS, the City Council of the City does hereby determine
that $510,000 of the public marina bonds, $430,000 of the Goose
Creek stream and park bonds, and $1,710,000 of the street
improvement bonds should be issued, as a portion and the first
installment of the bonds voted at the election mentioned above,
leaving the remaining bonds voted at said election to be issued,
sold and delivered at a later date; Now, Therefore
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN:
1. Definitions. Throughout this ordinance the following
terms and expressions as used herein shall have the meanings set
forth below:
The term "Act" shall mean Article 823, Vernon's Texas Civil
Statutes, as amended.
The term "Bond" or "Bonds" shall mean any bond or all bonds,
as the case may be, of the Series 1991 Bonds authorized in this
Ordinance, unless the context clearly indicates otherwise.
The term "Business Day" shall mean any day which is not a
Saturday, Sunday, a day on which banking institutions in the city
where the principal corporate trust office of the Registrar is
located are authorized by law or executive order to close, or a
legal holiday.
The term "City" shall mean the City of Baytown, Texas.
The term "Code" shall mean the Internal Revenue Code of 1986,
as amended.
The term "Comptroller" shall mean the Comptroller of Public
Accounts of the State of Texas.
The term "Interest and Sinking Fund" shall mean the interest
and sinking fund established by the City pursuant to Section 18 of
this Ordinance.
The term "Interest Payment Date ", when used in connection with
any Bond, shall mean February 1, 1992, and each August 1 and
February 1 thereafter until maturity or earlier redemption.
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" shall mean the Registrar.
The term "Record Date" shall mean, for any Interest Payment
Date, the fifteenth (15th) calendar day of the month next preceding
each Interest Payment Date.
The term "Register" shall mean the books of registration kept
by the legistrar, in which are maintained the names and addresses
of, and the principal amounts of the Bonds registered to, each
Owner.
The term "Registrar" shall mean First Interstate Bank of
Texas, N.A., Houston, Texas, and its successors in that capacity.
2. Authorization. The Bonds shall be issued pursuant to the
Act in fully registered form, without coupons, in the aggregate
amount of Two Million Six Hundred Fifty Thousand Dollars
($2,650,000). The estimated maximum costs, the amount
appropriated, and the purposes for which the Bonds are issued are:
$510,000 for constructing a public marina;
$430,000 for improving lands for park purposes, including
improvements along Goose Creek stream; and
$1,710,000 for the construction and improvement of City
streets.
3. Designation, Date. and Interest Payment Dates. The Bonds
shall be designated as the "CITY OF BAYTOWN, TEXAS, GENERAL
OBLIGATION BONDS, SERIES 199111, and shall be dated September 1,
1991. The Bonds shall bear interest at the rates set forth below
from the later of September 1, 1991, or the most recent Interest
Payment Date to which interest has been paid or duly provided for,
calculated on the basis of a 360 day year of twelve 30 day months,
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interest payable on February 1, 1992, and semiannually thereafter
on August 1 and February 1 of each year until maturity or earlier
redemption.
4. Initial Bonds: Numbers and Denominations. The Bonds
shall be issued bearing the numbers, in the principal amounts, and
bearing interest at the rates set forth in the following schedule,
and may be transferred and exchanged as set out in this Ordinance.
The Bonds shall mature 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
Number Year Amount
Interest
Rate
R- 1
1992
$ 25,000
7.90%
R- 2
1993
25,000
7.90%
R- 3
1994
25,000
7.90%
R- 4
1995
25,000
7.90%
R- 5
1996
25,000
7.90%
R- 6
1997
25,000
7.90%
R- 7
1998
25,000
7.90%
R- 8
1999
251000
7.90%
R- 9
2000
25,000
7.90%
R -10
2001
25,000
7.90%
R -11
2002
25,000
7.90%
R -12
2003
25,000
7.90%
R -13
2004
700,000
6.40%
R -14
2005
750,000
6.45%
R -15
2006
900,000
6.50%
5. Execution of Bonds: Seal. The Bonds shall be signed by
the Mayor of the City and countersigned by the City Clerk of the
City, by their manual, lithographed, or 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 sufficient for all purposes as if such officer had
remained in such office.
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6. Ap2roval by Attorney General: Registration by
Comptroller. The Bonds to be initially issued shall be delivered
to the Attorney General of Texas for approval and shall be
registered by the Comptroller. The manually executed registration
certificate of the Comptroller substantially in the form provided
in Section 16 of this Ordinance shall be attached or affixed to the
Bonds to be initially issued.
7. Authentication. Except for the Bonds to be initially
issued, which need not be authenticated by the Registrar, only such
Bonds which bear thereon a certificate of authentication,
substantially in the form provided in Section 16 of this Ordinance,
manually executed by an authorized representative of the Registrar,
shall be entitled to the benefits of this Ordinance or shall be
valid or obligatory for any purpose. Such duly executed
certificate of authentication shall be conclusive evidence that the
Bonds so authenticated were delivered by the Registrar hereunder.
8. Payment of Principal and Interest. The Registrar is
hereby appointed as the paying agent for the Bonds. The principal
of the Bonds shall be payable, without exchange or collection
charges, in any coin or currency of the United States of America
which, on the date of payment, is legal tender for the payment of
debts due the United States of America, upon their presentation and
surrender as they respectively become due and payable, whether at
maturity or by prior redemption, at the principal corporate trust
office of the Registrar. The interest on each Bond shall be
payable by check 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, or by such other method acceptable to the
Registrar, requested by and at the risk and expense of the Owner.
If the date for payment of the principal of or interest on any
Bond is not a Business Day, then the date for such payment shall
be the next succeeding Business Day with the same force and effect
as if made on the date such payment was originally due.
9. Successor Registrars. The City covenants that at all
times while any Bonds are outstanding it will provide a commercial
bank or trust company organized under the laws of the State of
Texas or other entity duly qualified and legally authorized to
serve as and perform the duties and services of the Registrar and
Paying Agent for the Bonds. The City reserves the right to change
the Registrar for the Bonds on not less than 60 days written notice
to the Registrar, so long as any such notice is effective not less
than 60 days prior to the next succeeding principal or interest
payment date on the Bonds. Promptly upon the appointment of any
successor Registrar, the previous Registrar shall deliver the
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Register or copies thereof to the new Registrar, and the new
Registrar shall notify each Owner, by United States mail, first
class postage prepaid, of such change and of the address of the new
Registrar. Each Registrar hereunder, by acting in that capacity,
shall be deemed to have agreed to the provisions of this Section.
10. Special Record Date. If interest on any Bond is not paid
on any Interest Payment Date and continues unpaid for thirty (30)
days thereafter, the Registrar shall establish a new record date
for the payment of such interest, to be known as a Special Record
Date. The Registrar shall establish a Special Record Date when
funds to make such interest payment are received from or on behalf
of the City. Such Special Record Date shall be fifteen (15) days
prior to the date fixed for payment of such past due interest, and
notice of the date of payment and the Special Record Date shall be
sent by United States mail, first class, postage prepaid, not later
than five (5) days prior to the Special Record Date, to each
affected Owner of record as of the close of business on the day
prior to the mailing of such notice.
11. Ownership: Unclaimed Principal and Interest. The City,
the Registrar and any other person may treat the person in whose
name any Bond is registered as the absolute Owner of such Bond for
the purpose of making and receiving payment of principal or
interest on such Bond, and for all other purposes, whether or not
such Bond is overdue, and neither the City nor the Registrar shall
be bound by any notice or knowledge to the contrary. All payments
made to the person deemed to be the Owner of any Bond in accordance
with this Section 11 shall be valid and effectual and shall
discharge the liability of the City and the Registrar upon such
Bond to the extent of the sums paid.
Amounts held by the Registrar which represent principal of and
interest on the Bonds remaining unclaimed by the Owner after the
expiration of three years from the date such amounts have become
due and payable shall be reported and disposed of by the Registrar
in accordance with the applicable provisions of Texas law
including, to the extent applicable, Title 6 of the Texas Property
Code, as amended.
12. Registration. Transfer. and Exchange. So long as any
Bonds remain outstanding, the Registrar shall keep the Register at
its principal corporate trust office and, subject to such
reasonable regulations as it may prescribe, the Registrar shall
provide for the registration and transfer of Bonds in accordance
with the terms of this Ordinance.
Each Bond shall be transferable only upon the presentation and
surrender thereof at the principal corporate trust office of the
Registrar, duly endorsed for transfer, or accompanied by an
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assignment duly executed by the registered Owner or his authorized
representative in form satisfactory to the Registrar. Upon due
presentation of any Bond in proper form for transfer, the Registrar
shall authenticate and deliver in exchange therefor, within three
(3) Business Days after such presentation, a new Bond or Bonds,
registered in the name of the transferee or transferees, in
authorized denominations and of the same maturity and aggregate
principal amount and bearing interest at the same rate as the Bond
or Bonds so presented.
All Bonds shall be exchangeable upon presentation and
surrender thereof at the principal corporate trust office of the
Registrar for a Bond or Bonds of like maturity and interest rate
and in any authorized denomination, in an aggregate amount equal
to the unpaid principal amount of the Bond or Bonds presented for
exchange. The Registrar shall be and is hereby authorized to
authenticate and deliver exchange Bonds in accordance with the
provisions of this Section 12. Each Bond delivered in accordance
with this Section 12 shall be entitled to the benefits and security
of this Ordinance to the same extent as the Bond or Bonds in lieu
of which such Bond is delivered.
The City or the Registrar may require the Owner of any Bond
to pay a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with the transfer or
exchange of such Bond. Any fee or charge of the Registrar for such
transfer or exchange shall be paid by the City.
The Registrar shall not be required to transfer or exchange
any Bond called for redemption during the period beginning 45 days
prior to the date fixed for redemption and ending on the date fixed
for redemption; provided, however, that this limitation shall not
apply to the exchange by the Owner of the unredeemed portion of a
Bond called for redemption in part.
13. Mutilated. Lost or Stolen Bonds. Upon the presentation
and surrender to the Registrar of a mutilated Bond, the Registrar
shall authenticate and deliver in exchange therefor a replacement
Bond of like maturity, interest rate, and principal amount, bearing
a number not contemporaneously outstanding. If any Bond is lost,
apparently destroyed, or wrongfully taken, the City, pursuant to
the applicable laws of the State of Texas and in the absence of
notice or knowledge that such Bond has been acquired by a bona fide
purchaser, shall authorize and the Registrar shall authenticate and
deliver a replacement Bond of like maturity, interest rate and
principal amount, bearing a number not contemporaneously
outstanding.
The City or the Registrar may require the Owner of a mutilated
Bond to pay a sum sufficient to cover any tax or other governmental
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charge that may be imposed in connection therewith and any other
expenses connected therewith, including the fees and expenses of
the Registrar. The City or the Registrar may require the Owner of
a lost, apparently destroyed or wrongfully taken Bond, before any
replacement Bond is issued, to:
(1) furnish to the City and the Registrar
satisfactory evidence of the ownership of and the
circumstances of the loss, destruction or theft of such
Bond;
(2) furnish such security or indemnity as may be
required by the Registrar and the City to save them
harmless;
(3) pay all expenses and charges in connection
therewith, including, but not limited to, printing costs,
legal fees, fees of the Registrar and any tax or other
governmental charge that may be imposed; and
(4) meet any other reasonable requirements of the
City and the Registrar.
If, after the delivery of such replacement Bond, a bona fide
purchaser of the original Bond in lieu of which such replacement
Bond was issued presents for payment such original Bond, the City
and the Registrar shall be entitled to recover such replacement
Bond from the person to whom it was delivered or any person taking
therefrom, except a bona fide purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the City
or the Registrar in connection therewith.
If any such mutilated, lost, apparently destroyed or
wrongfully taken Bond has become or is about to become due and
payable, the City in its discretion may, instead of issuing a
replacement Bond, authorize the Registrar to pay such Bond.
Each replacement Bond delivered in accordance with this
Section 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 replacement Bond is delivered.
14. Cancellation of Bonds. All Bonds paid in accordance with
this Ordinance, and all Bonds in lieu of which exchange Bonds or
replacement Bonds are authenticated and delivered in accordance
herewith, shall be cancelled and destroyed upon the making of
proper records regarding such payment. The Registrar shall furnish
the City with appropriate certificates of destruction of such
Bonds.
=rIC
15. Optional Redemption. The City reserves the right, at its
option, to redeem prior to maturity the Bonds maturing on and after
February 1, 2002, in whole or from time to time in part, on
February 1, 2001, or any date thereafter, at par plus accrued
interest on the amounts called for redemption to the date fixed for
redemption. If less than all of the Bonds are to be redeemed, the
City shall determine the Bonds or portions thereof to be redeemed.
Principal amounts may be redeemed only in integral multiples
of $5,000. If a Bond subject to redemption is in a denomination
larger than $5,000, a portion of such Bond may be redeemed, but
only in integral multiples of $5,000. Upon surrender of any Bond
for redemption in part, the Registrar, in accordance with
Section 12 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 surrendered.
Notice of any redemption identifying the Bonds to be redeemed
in whole or in part shall be given by the Registrar at least thirty
days prior to the date fixed for redemption by sending written
notice by first class mail, postage prepaid, to the Owner of each
Bond to be redeemed in whole or in part at the address shown on the
Register. Such notices shall state the redemption date, the
redemption• price, the place at which Bonds are to be surrendered
for payment and, if less than all Bonds outstanding of a particular
maturity are to be redeemed, the numbers of the Bonds or portions
thereof of such maturity to be redeemed. Any notice given as
provided in this Section 15 shall be conclusively presumed to have
been duly given, whether or not the Owner receives such notice.
By the date fixed for redemption, due provision shall be made with
the Registrar for payment of the 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.
16. Forms. The form of the Bonds, including the form of the
Registrar's Authentication Certificate, the form of Assignment, and
the form of Registration Certificate of the Comptroller of Public
Accounts of the State of Texas which shall be attached or affixed
to the Bonds initially issued shall be, respectively, substantially
as follows, with such additions, deletions and variations as may
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be necessary or desirable and not prohibited by this Ordinance,
including any legend regarding bond insurance if such insurance is
obtained by the purchaser:
NUMBER
R-
REGISTERED
INTEREST RATE:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
(Face of Bond)
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF HARRIS AND CHAMBERS
DENOMINATION
REGISTERED
CITY OF BAYTOWN, TEXAS
GENERAL OBLIGATION BOND
SERIES 1991
MATURITY DATE: ISSUE DATE: CUSIP
September 1, 1991
Fe,* _ : t
The City of Baytown, Texas .(the "City") promises to pay to
the registered owner identified above, or registered assigns, on
the maturity date specified above, upon presentation and surrender
of this Bond at the principal corporate trust office of First
Interstate Bank of Texas, 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 September 1, 1991, or the
most recent interest payment date to which interest has been paid
or duly provided for. Interest on this Bond is payable by check
on February 1 and August 1, beginning on February 1, 1992, mailed
to the registered owner as shown on the books of registration kept
by the Registrar as of the fifteenth (15th) calendar day of the
month next preceding each interest payment date, or by such other
method acceptable to the Registrar, requested by and at the risk
and expense of the registered owner.
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.
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IN WITNESS WHEREOF, this Bond has been signed with the manual
or facsimile signature of the Mayor of the City and countersigned
with the manual or facsimile signature of the City Clerk of the
City, and the official seal of the City has been duly impressed,
or placed in facsimile, on this Bond.
(AUTHENTICATION
CERTIFICATE)
(SEAL) CITY OF BAYTOWN, TEXAS
Mayor
City Clerk
(Back Panel of Bond)
THIS BOND is one of a duly authorized issue of Bonds,
aggregating $2,650,000 (the "Bonds "), issued for the purpose of
constructing marina, park, and street improvements in the City,
authorized at an election held in the City on May 4, 1991, and
pursuant to an ordinance adopted by the City on September 18, 1991
(the "Ordinance").
THE CITY RESERVES THE RIGHT to redeem Bonds maturing on and
after February 1, 2002, in whole or from time to time in part, in
integral multiples of $5,000, on February 1, 2001, or any date
thereafter at par plus accrued interest on the principal amounts
called for redemption to the date fixed for redemption. Reference
is made to the Ordinance for complete details concerning the manner
of redeeming the Bonds.
NOTICE OF ANY REDEMPTION shall be given at least thirty (30)
days prior to the date fixed for redemption by first class mail,
addressed to the registered owner of each Bond to be redeemed in
whole or in part at the address shown on the books of registration
kept by the Registrar. When Bonds or portions thereof have been
called for redemption, and due provision has been made to redeem
the same, the principal amounts so redeemed shall be payable solely
from the funds provided for redemption, and interest which would
otherwise accrue on the amounts called for redemption shall
terminate on the date fixed for redemption.
THIS BOND IS TRANSFERABLE only upon presentation and surrender
at the principal corporate trust office of the Registrar, duly
endorsed for transfer or accompanied by an assignment duly executed
by the registered owner or his authorized representative, subject
to the terms and conditions of the Ordinance.
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THIS BOND IS EXCHANGEABLE at the principal corporate trust
office of the Registrar for bonds in the principal amount of $5,000
or any integral multiple thereof, subject to the terms and
conditions of the ordinance.
THE REGISTRAR shall not be required to transfer or exchange
any Bond called for redemption during the period beginning 45 days
prior to the date fixed for redemption and ending on the date fixed
for redemption; provided, however, that this limitation shall not
apply to the exchange by the Owner of the unredeemed portion of a
Bond called for redemption in part.
THIS BOND shall not be valid or obligatory for any purpose or
be entitled to any benefit under the Ordinance unless this Bond is
either (i) registered by the Comptroller of Public Accounts of the
State of Texas by registration certificate attached or affixed
hereto or (ii) authenticated by the Registrar by due execution of
the authentication certificate endorsed hereon.
THE REGISTERED OWNER of this Bond, by acceptance hereof,
acknowledges and agrees to be bound by all the terms and conditions
of the Ordinance.
THE CITY has covenanted in the Ordinance that it will at all
times provide a legally qualified registrar for the Bonds and will
cause notice of any change of registrar to be mailed to each
registered owner.
IT IS HEREBY certified, recited and covenanted that this Bond
has been duly and validly issued and delivered; that all acts,
conditions and things required or proper to be performed, to exist
and to be done precedent to or in the issuance and delivery of this
Bond have been performed, exist and have been done in accordance
with law; and that annual ad valorem taxes, within the limits
prescribed by law, sufficient to provide for the payment of the
interest on and principal of this Bond, as such interest comes due
and such principal matures, have been levied and ordered to. be
levied against all taxable property in the City and have been
pledged irrevocably for such payment.
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 General of the State
of Texas, and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas.
-11-
WITNESS MY SIGNATURE AND SEAL this
xxxxxxxxxx
Comptroller of Public Accounts
(SEAL) of the State of Texas
Form of Registrar's Authentication Certificate
AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been delivered
pursuant to the Ordinance described in the text of this
Bond.
First Interstate Bank of Texas, N.A.
BY
Authorized Signature
Date of Authentication
. i!! -- t.!! =�
ASSIGNMENT
For value received, the undersigned hereby sells, assigns, and
transfers unto
(Please print or type name, address, and zip code of Transferee)
(Please insert Social Security or Taxpayer Identification Number
of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints
attorney to transfer said Bond on the books kept for registration
thereof, with full power of substitution in the premises.
DATED:
Signature Guaranteed:
NOTICE: Signature must be
guaranteed by a member firm
of the New York Stock
Exchange or a commercial
bank or trust company.
-12-
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.
17. Legal Opinion: CusiR., Bond Insurance. The approving
opinion of Vinson & Elkins, Houston, Texas, and CUSIP Numbers may
be printed on the Bonds, but errors or omissions in the printing
of such opinion or such numbers shall have no effect on the
validity of the Bonds. If bond insurance is obtained by the
purchaser, the Bonds may bear an appropriate legend as provided by
the insurer.
18. Interest and Sinking Fund: Tax Lew. The proceeds from
all taxes levied, assessed and collected for and on account of the
Bonds authorized by this Ordinance shall be deposited, as
collected, in a special fund to be designated "City of Baytown,
Texas, General Obligation Bonds, Series 1991, Interest and Sinking
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 levied, assessed and collected
in due time, form and manner and at the same time other City taxes
are levied, assessed and collected, in each year, beginning with
the current year, a continuing direct annual ad valorem tax, within
the limits prescribed by law, upon all taxable property in the City
sufficient to pay the current interest on said Bonds as the same
becomes due, and to provide and maintain a sinking fund adequate
to pay the principal of the Bonds as such principal matures but
never less than two percent (2 %) of the original principal amount
of the Bonds each year, full allowance being made for delinquencies
and costs of collection, and said taxes when collected shall be
applied to the payment of the interest on and principal of the
Bonds and to no other purpose.
19. Further Proceedings. After the Bonds to be initially
issued shall have been executed, it shall be the duty of the Mayor
of the City 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 the State of
Texas, for examination and approval. After the Bonds to be
initially issued shall have been approved by the Attorney General,
they shall be delivered to the Comptroller for registration. Upon
registration of the Bonds to be initially issued, the Comptroller
(or the Comptroller's bond clerk or an assistant bond clerk
lawfully designated in writing to act for the Comptroller) shall
manually sign the Comptroller's Registration Certificate prescribed
herein and the seal of said Comptroller shall be impressed, or
placed in facsimile, thereon.
20. Sale. The sale and delivery of the Bonds to Prudential -
Securities Incorporated & Associates (herein referred to as the
"Purchaser ") at a price of $2,650,000, plus accrued interest
thereon to date of delivery, is hereby authorized, approved,
ratified and confirmed, subject to the approving opinion as to the
legality of the Bonds of the Attorney General of the State of
-13-
Texas, and of Vinson & Elkins, Houston, Texas, bond counsel. It
is hereby found and declared that such price is the best obtainable
by the City for the Bonds.
Accrued interest and any premium received from the Purchaser
shall be deposited into the Interest and Sinking Fund. The
remaining proceeds of sale of the Bonds, and any interest earnings
on investment of such proceeds are hereby appropriated for and
shall be used, to the extent needed, for the purposes set out in
Section 2 of this Ordinance and to pay the costs of issuing the
Bonds. Any money remaining thereafter shall be deposited into the
Interest and Sinking Fund.
21. Tax Exemption. (a) GENERAL TAX COVENANT. The City
intends that the interest on the Bonds shall be excludable from
gross income for purposes of federal income taxation pursuant to
sections 103 and 141 through 150 of the Code, and applicable
regulations. The City covenants and agrees not to take any action,
or knowingly omit to take any action within its control, that if
taken or omitted, respectively, would cause the interest on the
Bonds to be includable in gross income, as defined in section 61
of the Code, of the Owners thereof for purposes of federal income
taxation. In particular, the City covenants and agrees to comply
with each requirement of this Section 21; provided, however, that
the City shall not be required to comply with any particular
requirement of this Section 21 if the City has received an opinion
of nationally recognized bond counsel ( "Counsel's Opinion ") that
such noncompliance will not adversely affect the exclusion from
gross income for federal income tax purposes of interest on the
Bonds or if the City has received a Counsel's Opinion to the effect
that compliance with some other requirement set forth in this
Section 21 will satisfy the applicable requirements of the Code,
in which case compliance with such other requirement specified in
such Counsel's Opinion shall constitute compliance with the
corresponding requirement specified in this Section 21.
(b) USE OF PROCEEDS. The City covenants and agrees that its
use of the Net Proceeds of the Bonds will at all times satisfy the
following requirements:
(i) The City will limit the amount of original or
investment proceeds of the Bonds to be used (other than
use as a member of the general public) in the trade or
business of any person other than a governmental unit to
an amount aggregating no more than ten percent of the Net
Proceeds of the Bonds ( "private -use proceeds "). For
purposes of this Section, the term "person" includes any
individual, corporation, partnership, unincorporated
association, or any other entity capable of carrying on
a trade or business; and the term "trade or business"
-14-
means, with respect to any natural person, any activity
regularly carried on for profit and, with respect to
persons other than natural persons, any activity other
than an activity carried on by a governmental unit. Any
use of proceeds of the Bonds in any manner contrary to
the guidelines set forth in Revenue Procedures 82 -14,
1982 -1 C.H. 459, and 82 -15, 1982 -1 C.B. 460, including
any revisions or amendments thereto, shall constitute the
use of such proceeds in the trade or business of one who
is not a governmental unit;
(ii) The City will not permit more than five percent
of the Net Proceeds of the Bonds to be used in the trade
or business of any person other than a governmental unit
if such use is unrelated to the governmental purpose of
the Bonds. Further, the amount of private -use proceeds
of the Bonds in excess of five percent of the Net
Proceeds of the Bonds ( "excess private -use proceeds ")
will not exceed the proceeds of the Bonds expended for
the governmental purpose of the Bonds to which such
excess private -use proceeds relate;
(iii) The City will not permit an amount of proceeds
of the Bonds exceeding the lesser of (a) $5,000,000 or
(b) five percent of the Net Proceeds of the Bonds to be
used, directly or indirectly, to finance loans to persons
other than governmental units.
When used in this Section 21, the term Net Proceeds of the Bonds
shall mean the proceeds from the sale of the Bonds, including
investment earnings on such proceeds, less accrued interest.
(c) NO FEDERAL GUARANTY. The City covenants and agrees not
to take any action, or knowingly omit to take any action within its
control, that, if taken or omitted, respectively, would cause the
Bonds to be "federally guaranteed" within the meaning of section
149(b) of. the Code and applicable regulations thereunder, except
as permitted by section 149(b) (3) of the Code and such regulations.
(d) BONDS ARE NOT HEDGE BONDS. The City covenants and agrees
that not more than 50 percent of the proceeds of the Bonds will be
invested in nonpurpose investments (as defined in section
148(f)(6)(A) of the Code) having a substantially guaranteed yield
for four years or more within the meaning of section
149(g)(3)(A)(ii) of the Code, and the City reasonably expects that
at least 85 percent of the spendable proceeds of the Bonds will be
used to carry out the governmental purposes of the Bonds within the
three -year period beginning on the date the Bonds are issued.
-15-
(e) NO- ARBITRAGE COVENANT. The City shall certify, through
an authorized officer, employee or agent, that based upon all facts
and estimates known or reasonably expected to be in existence on
the date the Bonds are delivered, the City will reasonably expect
that the proceeds of the Bonds will not be used in a manner that
would cause the Bonds to be "arbitrage bonds" within the meaning
of section 148(a) of the Code and applicable regulations
thereunder. Moreover, the City covenants and agrees that it will
make such use of the proceeds of the Bonds including interest or
other investment income derived from Bond proceeds, regulate
investments of proceeds of the Bonds, and take such other and
further action as may be required so that the Bonds will not be
"arbitrage bonds" within the meaning of section 148(a) of the Code
and applicable regulations thereunder.
(f) ARBITRAGE REBATE. The City will take all necessary steps
to comply with the requirement that certain amounts earned by the
City on the investment of the "gross proceeds" of the Bonds (within
the meaning of section 148(f) (6) (B) of the Code),, be rebated to the
federal government. Specifically, the City will (i) maintain
records regarding the investment of the gross proceeds of the Bonds
as may be required to calculate the amount earned on the investment
of the gross proceeds of the Bonds separately from records of
amounts on deposit in the funds and accounts of the City allocable
to other bond issues of the City or moneys.which do not represent
gross proceeds of any bonds of the City, (ii) calculate at such
times as are required by applicable regulations, the amount earned
from the investment of the gross proceeds of the Bonds which is
required to be rebated to the federal government, and (iii) pay,
not less often than every fifth anniversary date of the delivery
of the Bonds or on such other dates as may be permitted by
applicable regulations, all amounts required to be rebated to the
federal government. Further, the City will not indirectly pay any
amount otherwise payable to the federal government pursuant to the
foregoing requirements to any person other than the federal
government by entering into any investment arrangement with respect
to the gross proceeds of the Bonds that might result in a reduction
in the amount required to be paid to the federal government because
such arrangement results in a smaller profit or larger loss than
would have resulted if the arrangement had been at arm's length and
had the yield on the issue not been relevant to either party.
(g) INFORMATION REPORTING. The City covenants and agrees to
file or cause to be filed with the Secretary of the Treasury, not
later than the 15th day of the second calendar month after the
close of the calendar quarter in which the Bonds are issued, an
information statement concerning the •Bonds, all under and in
accordance with section 149(e) of the Code and applicable
regulations thereunder.
-16-
22. Oualified Tax - Exempt Obligations. The City hereby
designates the Bonds as "qualified tax - exempt obligations" for
purposes of section 265(b) of the Code. In connection therewith,
the City represents (a) that the aggregate amount of tax - exempt
obligations issued by the City during calendar year 1991, including
the Bonds, which have been designated as "qualified tax - exempt
obligations" under section 265(b)(3) of the Code does not exceed
$10,000,000, and (b) that the reasonably anticipated amount of
tax - exempt obligations which will be issued by the City during
calendar year 1991, including the Bonds, will not exceed
$10,000,000. For purposes of this Section 22, the term "tax- exempt
obligation" does not include "private activity bonds" within the
meaning of section 141 of the Code, other than "qualified 501(c) (3 )
bonds" within the meaning of section 145 of the Code. In addition,
for purposes of this Section 22, the City includes all governmental
units which are aggregated with the City under the Code.
23. Official Statement. The City ratifies and confirms its
prior approval of the form and content of the Preliminary Official
Statement prepared in the initial offering and sale of the Bonds
and hereby authorizes the preparation of a final Official Statement
reflecting the terms of the Purchaser's bid and other relevant
information. The use of such Official Statement in the reoffering
of the Bonds by the Purchaser is hereby approved and authorized.
The proper officials of the City are hereby authorized to execute
and deliver a certificate pertaining to such Official Statement as
prescribed therein, dated as of the date of payment for and
delivery of the Bonds.
23. Related Matters. To satisfy in a timely manner all of
the City's obligations under this Ordinance, the Mayor, City
Manager, City Clerk, and all other appropriate officers and agents
of the City are hereby authorized and directed to do any and all
things necessary and /or convenient to carry out the terms and
purposes of this Ordinance.
24. Severability. If any Section,, paragraph, clause or
provision of this Ordinance shall for any reason be held to *be
invalid or unenforceable, the invalidity or unenforceability of
such Section, paragraph, clause or provision shall not affect any
of the remaining provisions of this Ordinance.
25. Registrar. The form of agreement setting forth the
duties of the Registrar is hereby approved, and the appropriate
officials of the City are hereby authorized to execute such
agreement for and on behalf of the City.
26. No Personal Liability.. No recourse shall be had for
payment of the principal of or interest on any Bonds or for any
-17-
claim based thereon, or on this Ordinance, against any official or
employee of the City or any person executing any Bonds.
27. goen 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 time, place and
purpose of said meeting was given, all as required by Article
6252 -17, Vernon's Texas Civil Statutes, as amended.
28. Regealer. All orders, resolutions and ordinances, or
parts thereof, inconsistent herewith are hereby repealed to the
extent of such inconsistency.
29. Effective Date. This Ordinance shall become effective
immediately upon passage by this City Council and signature of the
Mayor.
PASSED AND APPROVED this 18th day of September, 1991.
ATTEST:
City Clerk
CITY OF BAYTOWN, TEXAS
( SEAL)
-18-
ayor
CITY OF BAYTOWN, TEXAS
0
ATTACHMENT "B
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 18th day of September, 1991, 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
Secretary, to wit:
Emmett O. Hutto
Mario Delgado
Pete C. Alfaro
Rolland Pruett
Ray Swofford
Bobby J. Credille
Jimmy Johnson
Eileen P. Hall
Mayor
Mayor Pro Ten
councilman
Councilman
Councilman
Councilman
Councilman
City Clerk
and all of said persons were present, except the following
absentee: Mario Delgado , constituting a quorum.
Whereupon, among other business, the following was transacted at
said meeting: a written
ORDINANCE AUTHORIZING THE ISSUANCE OF $7,205,000 CITY OF
BAYTOWN, TEXAS, WATERWORKS AND SEWER SYSTEM REVENUE
BONDS, SERIES 1991; APPROPRIATING $1,805,000 OF THE
PROCEEDS OF SALE THEREOF FOR WATERWORKS SYSTEM
IMPROVEMENTS AND $5,400,000 OF THE PROCEEDS OF SALE
THEREOF FOR SEWER SYSTEM IMPROVEMENTS; AND CONTAINING
OTHER PROVISIONS RELATED THERETO
(the "Ordinance ") was duly introduced for the consideration of the
City Council and read in full. It was then duly moved and seconded
that the Ordinance be adopted; and, after due discussion, said
motion, carrying with it the adoption of the Ordinance, prevailed
and carried by the following vote:
AYES: All members of the City Council shown present
above voted "Aye."
NAYS: None.
2. That a true, full and correct copy of the Ordinance
adopted at the meeting described in the above and foregoing
paragraph is attached to and follows this certificate; that the
Ordinance has been duly recorded in the City Council's minutes of
said meeting; that the above and foregoing paragraph is a true,
full and correct excerpt from the City Council's minutes of said
meeting pertaining to the adoption of the Ordinance; that the
persons named in the above and foregoing paragraph are the duly
chosen, qualified and acting officers and members of the City
Council as indicated therein; that each of the officers and members
of the City Council was duly and sufficiently notified officially
and personally, in advance, of the date, hour, place and subject
of the aforesaid meeting, and that the Ordinance would be
introduced and considered for adoption at said meeting, and each
of said officers and members consented, in advance, to the holding
of such meeting for such purpose; that said meeting was open to the
public as required by law; and that public notice of the date,
hour, place and subject of said meeting was given as required by
Vernon's Article 6252 -17, as amended.
SIGNED AND SEALED this 18th day of September, 1991.
(SEAL)
LlqLiayor
910918 -2
ATTACHMENT "B"
ORDINANCE NO. 6001
ORDINANCE AUTHORIZING THE ISSUANCE OF $7,205,000 CITY OF
BAYTOWN, TEXAS, WATERWORKS AND SEWER SYSTEM REVENUE
BONDS, SERIES 1991; APPROPRIATING $1,805,000 OF THE
PROCEEDS OF SALE THEREOF FOR WATERWORKS SYSTEM
IMPROVEMENTS AND $514001000 OF THE PROCEEDS OF SALE
THEREOF FOR SEWER SYSTEM IMPROVEMENTS; AND CONTAINING
OTHER PROVISIONS RELATED THERETO
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN:
ARTICLE I
.. 1 • .i._.z a _ aY..c 1;'V 0 cork _
Section 1: Findings and Determinations. It is hereby
officially found and determined that the City held an election on
May 4, 1991, at which the duly qualified voters of the City
authorized the issuance of $6,450,000 waterworks system revenue
bonds for the purpose of improving and extending the City's
waterworks system and $19,150,000 sanitary sewer system revenue
bonds for the purpose of improving and extending the City's
sanitary sewer system.
Section 2.1: Definitions. In this Ordinance, the following
terms shall have the following meanings, unless the context clearly
indicates otherwise:
The term "Act" shall mean Articles 1111 through 1118, Vernon's
Texas Civil Statutes, as amended.
The term "Additional Parity Bonds" shall mean the additional
parity revenue bonds permitted to be issued by the City pursuant
to Section 6.1 of this Ordinance.
The term "Bonds" or "Series 1991 Bonds" shall mean the City
of Baytown, Texas, Waterworks and Sewer System Revenue Bonds,
Series 1991, authorized by this Ordinance.
The term "Business Day" shall mean any day which is not a
Saturday, Sunday, a day on which banking institutions in the city
where the principal corporate trust office of the Registrar is
located are authorized by law or executive order to close, or a
legal holiday.
The term "City" shall mean the City of Baytown, Texas, and
where appropriate, the City Council thereof and any successor to
the City as owner of the System.
The term "Code" shall mean the Internal Revenue Code of 1986,
as amended.
The term "Comptroller" shall mean the Comptroller of Public
Accounts of the State of Texas.
The term "Gross Revenues" shall mean all revenues, income and
receipts of every nature derived or received by the City from the
operation and ownership of the System; the interest income from the
investment or deposit of money in the Revenue Fund, the Interest
and Sinking Fund, and the Reserve Fund; and any other revenues
hereafter pledged to the payment of all Parity Bonds.
The term "Interest Payment Date ", when used in connection with
any Bond, shall mean February 1, 1992, and each August 1 and
February 1 thereafter until maturity or earlier redemption.
The term "Maintenance and Operation Expenses" shall mean the
reasonable and necessary expenses of operation and maintenance of
the System, including all salaries, labor, materials, repairs and
extensions necessary to render efficient service (but only such
repairs and extensions as, in the judgment of the governing body
of the City, are necessary to keep the System in operation and
render adequate service to the City and the inhabitants thereof,
or such as might be necessary to meet some physical accident or
condition which would otherwise impair the Parity Bonds), and all
payments under contracts now or hereafter defined as operating
expenses by the Legislature of Texas. Depreciation shall never be
considered as a Maintenance and Operation Expense.
The term "Net Revenues" shall mean all Gross Revenues
remaining after deducting the Maintenance and Operation Expenses.
The term "Ordinance" shall mean this bond ordinance and all
amendments hereof and supplements hereto.
The term "Owner" or "Registered Owner", when used with respect
to any Bond shall mean the person or entity in whose name such Bond
is registered in the Register. Any reference to a particular
percentage or proportion of the Owners shall mean the Owners at a
particular time of the specified percentage or proportion in
aggregate principal amount of all Bonds when outstanding under this
Ordinance, exclusive of Bonds held by the City.
The term "Parity Bonds" shall mean the Bonds and each series
of Additional Parity Bonds from time to time hereafter issued, but
-2-
only to the extent such Parity Bonds remain outstanding within the
meaning of this Ordinance.
The term "Paying Agent" shall mean the Registrar.
The term "Record Date" shall mean, for any Interest Payment
Date, the fifteenth (15th) calendar day of the month next preceding
each 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 of the Bonds registered to, each
Owner.
The term "Registrar" shall mean First Interstate Bank of
Texas, N.A., Houston, Texas, and its successors in that capacity.
The term "Special Project" shall mean, to the extent permitted
by law, any waterworks or sanitary sewer system property,
improvement or facility declared by the City not to be part of the
System and substantially all of the costs of acquisition,
construction, and installation of which is paid from proceeds of
a financing transaction other than the issuance of bonds payable
from ad valorem taxes or Net Revenues of the System, and for which
all maintenance and operation expenses are payable from sources
other than revenues of the System, but only to the extent that and
for so long as all or any part of the revenues or proceeds of which
are or will be pledged to secure the payment or repayment of such
costs of acquisition, construction and installation under such
financing transaction.
The term "System" shall mean all properties, facilities,
improvements, equipment, interests, and rights constituting the
waterworks and sanitary sewer system of the City, including all
future extensions, replacements, betterments, additions, and
improvements to the System. The System shall not include any
Special Project.
Section 2.2: Interpretations. All terms defined herein and
all pronouns used in this Ordinance shall be deemed to apply
equally to singular and plural and to all genders. The titles and
headings of the articles and sections of this Ordinance have been
inserted for convenience of reference only and are not to be
considered a part hereof and shall not in any way modify or
restrict any of the terms or provisions hereof. This Ordinance and
all the terms and provisions hereof shall be liberally construed
to effectuate the purposes set forth herein and to sustain the
validity of the Parity Bonds and the validity of the lien on and
pledge of the Net Revenues to secure the payment of the Parity
Bonds.
-3-
ARTICLE III
Section 3.1: Authorization and Authorized Amount. The Bonds
shall be issued pursuant to the Act in fully registered form,
without coupons, in the amount of $7,205,000. The estimated
maximum amount, the amount appropriated, and the purposes for which
the Bonds are issued are $1,805,000 for improving and extending the
City's waterworks system and $5,400,000 for improving and extending
the City's sanitary sewer system.
Section 3.2: Designation. Date. and Interest Payment Dates.
The Bonds shall be designated as "City of Baytown, Texas,
Waterworks and Sewer System Revenue Bonds, Series 1991," and shall
be dated September 1, 1991. The Bonds shall bear interest at the
rates set out in Section 3.3 of this Ordinance from the later of
September 1, 1991, or the most recent Interest Payment Date to
which interest has been paid or duly provided for, calculated on
the basis of a 360 day year of twelve 30 day months, payable on
February 1, 1992, and semiannually thereafter on August 1 and
February 1 of each year until maturity or earlier redemption.
Section 3.3: Initial Bonds: Numbers and Denomination. The
Bonds shall be initially issued bearing the numbers, in the
principal amounts, and bearing interest at the rates set forth in
the following schedule, and may be transferred and exchanged as
set out in this Ordinance. The Bonds shall mature, subject to
prior redemption in accordance with this 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
Year of
Interest
Number
Amount
Maturity
Rate
R- 1
$ 170,000
1992
7.50%
R- 2
185,000
1993
7.50%
R- 3
195,000
1994
7.50%
R- 4
210,000
1995
7.50%
R- 5
225,000
1996
7.50%
R- 6
245,000
1997
7.50%
R- 7
260,000
1998
7.50%
R- 8
280,000
1999
7.50%
R- 9
300,000
2000
7.50%
R -10
320,000
2001
7.50%
-4-
R -11
345,000
2002
6.15%
R -12
370,000
2003
6.10%
R -13
395,000
2004
6.20%
R -14
425,000
2005
6.30%
R -15
455,000
2006
6.40%
R -16
490,000
2007
6.50%
R -17
525,000
2008
6.55%
R -18
560,000
2009
6.60%
R -19
605,000
2010
6.50%
R -20
645,000
2011
6.50%
Section 3.4: Execution of Bonds; Seal. The Bonds shall be
signed on behalf of the City by the Mayor and countersigned by the
City Clerk, by their manual, lithographed, or facsimile signatures,
and the official seal of the City shall be impressed or placed in
facsimile thereon. Such facsimile signatures on the Bonds shall
have the same effect as if each of the Bonds had been signed
manually and in person by each of said officers, and such facsimile
seal on the Bonds shall have the same effect as if the official
seal of the City had been manually impressed upon each of the
Bonds. If any officer of the City whose manual or facsimile
signature shall appear on the Bonds shall cease to be such officer
before the authentication of such Bonds or before the delivery of
such Bonds, such manual or facsimile signature shall nevertheless
be valid and sufficient for all purposes as if such officer had
remained in such office.
Section 3.5.: ,approval By Attorney General; Registration by
Comptroller. The Bonds to be initially issued shall be delivered
to the Attorney General of Texas for examination and approval and
shall be registered by the Comptroller. The manually executed
registration certificate of the Comptroller substantially in the
form provided in Article 4 of this Ordinance shall be affixed or
attached to the Bonds to be initially issued.
Section 3.6: Authentication. Except for the Bonds to be
initially issued, which need not be authenticated, only such Bonds
as shall bear thereon a certificate of authentication substantially
in the form provided in Article 4 of this Ordinance, manually
executed by an authorized representative of the Registrar, shall
be entitled to the benefits of this Ordinance or shall be valid or
obligatory for any purpose. Such duly executed certificate of
authentication shall be conclusive evidence that the Bond so
authenticated was delivered by the Registrar hereunder.
Section 3.7. Payment of Principal and Interest. The
Registrar is hereby appointed as the registrar and paying agent for
the Bonds. The principal of the Bonds shall be payable, without
exchange or collection changes, in any coin or currency of the
United States of America which, on the date of payment, is legal
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upon their presentation and surrender as they respectively become
due and payable at the principal corporate trust office of the
Registrar. The interest on each Bond shall be payable by check
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, or by such other method acceptable to the Registrar,
requested by and at the risk and expense of the Owner.
If the date for the payment of principal or interest on any
Bond is not a Business Day, then the date for such payment shall
be the next succeeding Business Day, and payment on such date shall
have the same force and effect as if made on the original date such
payment was due.
Section 3.8. Successor Registrars. The City covenants that
at all times while any Bonds are outstanding it will provide a
commercial bank or trust company organized under the laws of the
State of Texas or other entity duly qualified and legally
authorized to act as Registrar for the Bonds. The City reserves
the right to change the Registrar for the Bonds on not less than
60 days written notice to the Registrar, so long as any such notice
is effective not less than 60 days prior to the next succeeding
principal or interest payment date on the Bonds. Promptly upon the
appointment of any successor Registrar, the previous Registrar
shall deliver the Register or a copy thereof to the new Registrar,
and the new Registrar shall notify each Owner, by United States
mail, first class postage prepaid, of such change and of the
address of the new Registrar. Each Registrar hereunder, by acting
in that capacity, shall be deemed to have agreed to the provisions
of this Section.
Section 3.9. Special Record Date. If interest on any Bond
is not paid on any Interest Payment Date and continues unpaid for
thirty (30) days thereafter, the Registrar shall establish a new
record date for the payment of such interest, to be known as a
Special Record Date. The Registrar shall establish a Special
Record Date when funds to make such interest payment are received
from or on behalf of the City. Such Special Record Date shall be
fifteen (15) days prior to the date fixed for payment of such past
due interest, and notice of the date of payment and the Special
Record Date shall be sent by United States mail, first class,
postage prepaid, not later than five (5) days prior to the Special
Record Date, to each Owner or record of an affected Bond as of the
close of business on the day prior to the mailing of such notice.
Section 3.10. Ownership: Unclaimed Principal and Interest.
Subject to the further provisions of this Section, the City, the
Registrar and any other person may treat the person in whose name
any Bond is registered as the absolute Owner of such Bond for the
QM
any Bond is registered as the absolute Owner of such Bond for the
purpose of making and receiving payment of the principal of or
interest on such Bond, and for all other purposes, whether or not
such Bond is overdue, and neither the City nor the Registrar shall
be bound by any notice or knowledge to the contrary. All payments
made to the person deemed to be the Owner of any Bond in accordance
with this Section 3.10 shall be valid and effectual and shall
discharge the liability of the City and the Registrar upon such
Bond to the extent of the sums paid.
Amounts held by the Registrar which represent principal of
and interest on the Bonds remaining unclaimed by the Owner after
the expiration of three years from the date such amounts have
become due and payable shall be reported and disposed of by the
Registrar in accordance with the applicable provisions of Texas
law including, to the extent applicable, Title 6 of the Texas
Property Code, as amended.
Section 3.11. Registration. Transfer. and Exchange. So long
as any Bonds remain outstanding, the Registrar shall keep the
Register at its principal corporate trust office and, subject to
such reasonable regulations as it may prescribe, the Registrar
shall provide for the registration and transfer of Bonds in
accordance with the terms of this Ordinance.
Each Bond shall be transferable only upon the presentation
and surrender thereof at the principal 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 Bond in proper form for transfer, the Registrar
shall authenticate and deliver in exchange therefor, within three
(3) Business Days after such presentation, a new Bond or Bonds,
registered in the name of the transferee or transferees, in
authorized denominations and of the same maturity and aggregate
principal amount and bearing interest at the same rate as the Bond
or Bonds so presented.
All Bonds shall be exchangeable upon presentation and
surrender thereof at the principal corporate trust office of the
Registrar for a Bond or Bonds of the same maturity and interest
rate and in any authorized denomination, in an aggregate amount
equal to the unpaid principal amount of the Bond or Bonds presented
for exchange. The Registrar shall be and is hereby authorized to
authenticate and deliver exchange Bonds in accordance with the
provisions of this Section 3.11. Each Bond delivered in accordance
with this Section 3.11 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.
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The City or the Registrar may require the Owner of any Bond
to pay a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with the transfer or
exchange of such Bond. Any fee or charge of the Registrar for such
transfer or exchange shall be paid by the City.
The Registrar shall not be required to transfer or exchange
any Bond called for redemption during the period beginning 45 days
prior to the date fixed for redemption and ending on the date fixed
for redemption; provided, however, that this limitation shall not
apply to the exchange by the Owner of the unredeemed portion of a
Bond called for redemption in part.
Section 3.12. 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 Registrar shall furnish the City with appropriate
certificates of destruction of such Bonds.
Section 3.13. Mutilated. Lost. or Stolen Bonds. Upon the
presentation and surrender to the.Registrar of a mutilated Bond,
the Registrar shall authenticate and deliver in exchange therefor
a replacement 'Bond of like maturity, interest rate and principal
amount, bearing a number not contemporaneously outstanding. The
City or the Registrar may require the Owner of such Bond to pay a
sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith and any other expenses
connected therewith, including the fees and expenses of the
Registrar.
If any Bond is lost, apparently destroyed, or wrongfully
taken, the City, pursuant to the applicable laws of the State of
Texas and in the absence of notice or knowledge that such Bond has
been acquired by a bona fide purchaser, shall execute and the
Registrar shall authenticate and deliver a replacement Bond of like
maturity, interest rate and principal amount, bearing a number not
contemporaneously 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 Bond;
(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
M1=
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 Bond, a bona fide
purchaser of the original Bond in lieu of which such replacement
Bond was issued presents for payment such original Bond, the City
and the Registrar shall be entitled to recover such replacement
Bond from the person to whom it was delivered or any person taking
therefrom, except a bona fide purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the City
or the Registrar in connection therewith.
If any such mutilated, lost, apparently destroyed or
wrongfully taken Bond has become or is about to become due and
payable, the City in its discretion may, instead of issuing a
replacement Bond, authorize the Registrar to pay such Bond.
Each replacement Bond delivered in accordance with this
Section 3.13 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 replacement Bond is delivered.
Section 3.14: Redemption. 'The City reserves the right, at
its option, to redeem prior to maturity the Bonds maturing on and
after February 1, 2002, in whole or from time to time in part, on
February 1, 2001, or any date thereafter, at par plus accrued
interest on the amounts called for redemption to the date fixed for
redemption. If less than all of the Bonds are to be redeemed, the
City shall determine the Bonds or portions thereof to be redeemed.
Principal amounts may be redeemed only in integral multiples
of $5,000. If a Bond subject to redemption is in a denomination
larger than $5,000, a portion of such Bond may be redeemed, but
only in integral multiples of $5,000. Upon surrender of any Bond
for redemption in part, the Registrar, in accordance with
Section 3.11 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 surrendered.
Notice of any redemption identifying the Bonds to be redeemed
in whole or in part shall be given by the Registrar at least thirty
days prior to the date fixed for redemption by sending written
notice by first class mail, postage prepaid, to the Owner of each
Bond to be redeemed in whole or in part at the address shown on the
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Register. Such notices shall state the redemption date, the
redemption price, the place at which Bonds are to be surrendered
for payment and, if less than all Bonds outstanding of a particular
maturity are to be redeemed, the numbers of the Bonds or portions
thereof of such maturity to be redeemed. Any notice given as
provided in this Section 3.14 shall be conclusively presumed to
have been duly given, whether or not the Owner receives such
notice. By the date fixed for redemption, due provision shall be
made with the Registrar for payment of the 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.
ARTICLE IV
Section 4.1: Forms. The form of the Bonds, including the
form of the Registrar's authentication certificate, the form of
assignment, and the form of the Comptroller's Registration
Certificate for the bonds to be initially issued, shall be
substantially as follows, with such additions, deletions and
variations, including any legend or statement regarding bond
insurance, as provided by the insurer, as may be necessary or
desirable and not prohibited by this Ordinance:
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF HARRIS AND CHAMBERS
NUMBER AMOUNT
R- $
REGISTERED REGISTERED
CITY OF BAYTOWN, TEXAS
WATERWORKS AND SEWER SYSTEM REVENUE BOND
SERIES 1991
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INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP:
September 1, 1991
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Baytown, Texas, a municipal corporation duly
incorporated under the laws of the State of Texas (herein the
"City ") for value received, promises to pay, but solely from
certain Net Revenues as hereinafter provided, to the Registered
Owner identified above or registered assigns, on the Maturity Date
specified above, upon presentation and surrender of this Bond at
the principal corporate trust office of First Interstate Bank of
Texas, N.A., Houston, Texas (the "Registrar "), the principal amount
identified above, 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, solely from such Net Revenues, 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 September 1, 1991, 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, beginning on February 1, 1992,
mailed to the registered owner as shown on the books of
registration kept by the Registrar as of the fifteenth (15th)
calendar day of the month next preceding each interest payment
date, or by such other method acceptable to the Registrar,
requested by and at the risk and expense of the registered owner.
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, the City has caused its corporate seal to
be impressed, printed, or lithographed hereon and has caused this
Bond to be executed by the manual or facsimile signatures of the
Mayor and City Clerk.
(AUTHENTICATION (SEAL) CITY OF BAYTOWN, TEXAS
CERTIFICATE)
xxxxxxxxx _
Mayor
COUNTERSIGNED:
xxxxxxxxx
City Clerk
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Im
(Back Panel of Bond)
THIS BOND IS ONE OF A DULY AUTHORIZED SERIES OF BONDS
aggregating $7,205,000, issued for the purposes of improving and
extending the City's waterworks and sanitary sewer system, as
authorized at an election held in the City on May 4, 1991, and an
ordinance adopted by the City Council of the City on September 18,
1991 (the "Ordinance ").
THIS BOND AND THE SERIES OF WHICH IT IS A PART are special
obligations of the City that are payable from and are equally and
ratably secured by a first lien on the revenues of the City's
waterworks and sewer system remaining after deduction of the
operation and maintenance expenses of that system (the "Net
Revenues "), as defined and provided in the Ordinance, which Net
Revenues are required to be set aside and pledged to the payment
of the Bonds and all additional bonds issued on a parity therewith,
in the Interest and Sinking Fund and the Reserve Fund maintained
for the payment of all such Bonds, all as more fully described and
provided for in the ordinance. This Bond and the series of which
it is a part, together with the interest thereon, are payable
solely from such Net Revenues and do not constitute an indebtedness
or general obligation of the City. The owner hereof shall never
have the right to demand payment of this obligation out of any
funds raised or to be raised by taxation.
THE CITY RESERVES THE RIGHT to redeem Bonds maturing on and
after February 1, 2002, in whole or from time to time in part, in
integral multiples of $5,000, on February 1, 2001, or any date
thereafter at par plus accrued interest on the principal amounts
called for redemption to the date fixed for redemption. Reference
is made to the Ordinance for complete details concerning the manner
of redeeming the Bonds.
NOTICE OF ANY REDEMPTION shall be given at least thirty (30)
days prior to the date fixed for redemption by first class mail,
addressed to the registered owners of each Bond to be redeemed -in
whole or in part at the address shown on the books of registration
kept by the Registrar. When Bonds or portions thereof have been
called for redemption, and due provision has been made to redeem
the same, the principal amounts so redeemed shall be payable solely
from the funds provided for redemption, and interest which would
otherwise accrue on the amounts called for redemption shall
terminate on the date fixed for redemption.
THIS BOND IS TRANSFERABLE only upon presentation and surrender
at the principal corporate trust office of the Registrar, duly
endorsed for transfer or accompanied by an assignment duly executed
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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 Registrar for bonds in the principal amount of $5, 000
or any integral multiple thereof, subject to the terms and
conditions of the Ordinance.
THE REGISTRAR shall not be required to transfer or exchange
any Bond called for redemption during the period beginning 45 days
prior to the date fixed for redemption and ending on the date fixed
for redemption; provided, however, that this limitation shall not
apply to the exchange by the owner of the unredeemed portion of a
Bond called for redemption in part.
THE CITY HAS RESERVED THE RIGHT to issue additional parity
revenue bonds, subject to the restrictions contained in the
Ordinance, which may be equally and ratably payable from, and
secured by a first lien on and pledge of, the Net Revenues in the
same manner and to the same extent as this Bond and the series of
which it is a part.
IT IS HEREBY DECLARED AND REPRESENTED that this Bond has been
duly and validly issued and delivered; that all acts, conditions,
and things required or proper to be performed, exist, and be done
precedent to or in the issuance and delivery of this Bond have been
performed, existed, and been done in accordance with law; that the
Bonds do not exceed any statutory limitation; and that provision
has been made for the payment of the principal of and interest on
this Bond and all of the Bonds by the creation of the aforesaid
lien on and pledge of the Net Revenues.
FORM OF REGISTRATION CERTIFICATE
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified
as to validity, and approved by the Attorney General of the State
of Texas, and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS MY SIGNATURE AND SEAL this
(SEAL)
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xxxxxxxxxx
Comptroller of Public Accounts
of the State of Texas
so
AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond
has been delivered pursuant to the Bond
Ordinance described in the text of this
Bond.
First Interstate Bank of Texas, N.A.
By
Authorized Signature
Date of Authentication
' O_V ' H �
ASSIGNMENT
For value received, the undersigned hereby sells, assigns, and
transfers unto
(Please print or type name, address, and zip code of Transferee)
(Please insert Social Security or Taxpayer Identification Number
of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints
attorney to transfer said Bond on the books kept for registration
thereof, with full power of substitution in the premises.
DATED:
Signature Guaranteed:
NOTICE: Signature must be
guaranteed by a member firm
of the New York Stock
Exchange or a commercial
bank or trust company.
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.
Section 4.2: Legal Opinion and Cusip Numbers: Insurance. The
approving opinion of Vinson & Elkins, Houston, Texas, and CUSIP
Numbers may be printed on the Bonds, but errors or omissions in the
printing of such opinion or such numbers shall have no effect on
the validity of the Bonds. If bond insurance is obtained by the
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purchaser, the Bonds may bear an appropriate legend as provided by
the insurer.
ARTICLE V
Section 5.1: Pledge and Source of Payment. The City hereby
covenants and agrees that all Gross Revenues of the System shall
be deposited and paid into the special funds established for Parity
Bonds in this Ordinance, and shall be applied in the manner
set out herein, to provide for the payment of all Maintenance and
Operation Expenses and to provide for the payment of principal,
interest and any redemption premium of the Parity Bonds and all
expenses of paying same. The Parity Bonds shall constitute special
obligations of the City that shall be payable solely from, and
shall be equally and ratably secured by a first lien on, the Net
Revenues, as collected and received by the City, from the operation
and ownership of the System, which Net Revenues shall, in the
manner herein provided, be set aside for and pledged to the payment
of the Parity Bonds in the Interest and Sinking Fund and Reserve
Fund as hereinafter provided, and the Parity Bonds shall be in all
respects on a parity with and of equal dignity with one another.
The owners of the Parity Bonds shall never have the right to demand
payment out of any funds raised or to be raised by taxation.
Section 5.2: Rates and Charges. So long as any Parity Bonds
remain outstanding, the City shall fix, charge and collect rates
and charges for the use and services of the System which are
calculated to be fully sufficient to produce Net Earnings of the
System (as herein defined) in each fiscal year at least equal to
125% of the principal and interest requirements scheduled to occur
in such fiscal year on all Parity Bonds then outstanding; but in
no event shall Net Revenues ever be less than the amount required
to maintain the Interest and Sinking Fund and the Reserve Fund as
hereinafter provided, and, to the extent that funds for such
purpose are not otherwise available, to pay all other outstanding
obligations payable from the Net Revenues of the System as and when
the same become due.
For purposes of this Section, the term "Net Earnings" shall
mean all Net Revenues of the System, except that in calculating Net
Earnings there shall not be deducted as Maintenance and Operation
Expenses any charge, disbursement or expenditure for extensions,
repairs or otherwise which, under standard accounting practice,
constitutes a capital expenditure.
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N
The City will not grant or permit any free service from the
System except for public buildings and institutions operated by the
City.
Section 5.3: special Funds. The following special Funds are
hereby created and established, and such Funds shall be maintained
and accounted for as hereinafter provided, so long as any Parity
Bonds remain outstanding:
(a) Waterworks and Sewer System Revenue Fund (the
"Revenue Fund $');
(b) Waterworks and Sewer System Revenue Bonds Interest
and Sinking Fund (the "Interest and Sinking Fund ");
and
(c) Waterworks and Sewer System Revenue Bonds Reserve
Fund (the "Reserve Fund ").
The Revenue Fund shall be maintained as a separate account on the
books of the City. The Interest and Sinking Fund and the Reserve
Fund shall be maintained at an official depository bank of the City
separate and apart from all other funds and accounts of the City
and shall constitute trust funds which shall be held in trust for
the benefit of the Owners of the Parity Bonds and the proceeds of
which (except for interest income, which shall be transferred to
the Revenue Fund) shall be and are hereby
pleded
of the Parity Bonds. All of the Funds named abovetshall beyused
solely as provided in this Ordinance so long as any Parity Bonds
remain outstanding.
section 4: Flow of Funds. All Gross Revenues of the System
shall be deposited as collected into the Revenue Fund. Money from
time to time on deposit to the credit of the Revenue Fund shall be
applied as follows in the following order of priority:
(a) First, to pay Maintenance and Operation Expenses.
(b) 9299DA, to make all deposits into the Interest and
Sinking Fund required by this Ordinance, and any
ordinance authorizing the issuance of Additional
Parity Bonds.
(c) Third, to make all deposits into the Reserve Fund
required by this Ordinance, and any ordinance
authorizing the issuance of Additional Parity Bonds.
(d) F�curth, for any lawful purpose.
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Whenever the total amounts on deposit to the credit of the Interest
and Sinking Fund and the Reserve Fund shall be equivalent to the
sum of the aggregate principal amount of all outstanding Parity
Bonds plus the aggregate amount of all interest accrued and to
accrue thereon, no further payments need be made into the Interest
and Sinking Fund or the Reserve Fund, and such Parity Bonds shall
not be regarded as being outstanding except for the purpose of
being paid with the money on deposit in such Funds.
Section 5.5: Interest and Sinking Fund. On or before the
last Business Day of each month so long as any Parity Bonds remain
outstanding, after making all required payments and provision for
payment of Maintenance and Operation Expenses, there shall be
transferred into the Interest and Sinking Fund from the Revenue
Fund
(i) such amounts, in approximately equal monthly
installments, as will be sufficient to
accumulate the amount required to pay the
interest scheduled to become due on the Parity
Bonds on the next interest payment date; and
(ii) such amounts, in approximately equal monthly
installments, as will be sufficient to
accumulate_ the amount required to pay the next
maturing principal of the Parity Bonds,
including the principal amounts of, and any
redemption premium on, any Parity Bonds
payable as a result of the exercise or
operation of any optional or mandatory
redemption provision contained in this
Ordinance or in any ordinance authorizing the
issuance of Additional Parity Bonds.
Money deposited to the credit of the Interest and Sinking Fund
shall be used solely for the purpose of paying principal (at
maturity or prior redemption or to purchase Parity Bonds issued as
term bonds in the open market to be credited against mandatory
redemption requirements), interest and any redemption premium on
the Parity Bonds, plus all bank charges and other costs and
expenses relating to such payment. On or before each principal
and /or interest payment date on the Parity Bonds, the City shall
transfer from the Interest and Sinking Fund to the paying agents
an amount equal to the principal, interest and any redemption
premium payable on the Parity Bonds on such date, together with an
amount equal to all bank charges and other costs and expenses
relating to such payment. The paying agents shall totally destroy
all paid Parity Bonds and shall provide the City with an
appropriate certificate of destruction.
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Section 5.6: Reserve Fund. Unless the Reserve Fund is fully
funded, on or before the last Business Day of each month so long
as any Parity Bonds remain outstanding, after making all required
payments and provision for payment of Maintenance and Operation
Expenses, and after making the transfers into the Interest and
Sinking Fund required in the preceding Section, there shall be
transferred into the Reserve Fund from the Revenue Fund such
amounts as shall be required in each ordinance authorizing the
issuance of Parity Bonds so that the Reserve Fund shall contain,
in no more than 60 months after the issuance of each such issue of
Parity Bonds, money and investments in an aggregate amount at
least equal to the average annual principal and interest require-
ments on all Parity Bonds then outstanding. After such amount has
accumulated in the Reserve Fund and so long thereafter as such
Fund contains such amount, no further deposits shall be required
to be made into the Reserve Fund, and any excess amounts may be
transferred to the Revenue Fund. But if and whenever the balance
in the Reserve Fund is reduced below such amount, monthly deposits
into such Fund shall be resumed and continued in amounts at least
equal to one- sixtieth (1 /60th) of the average annual principal and
interest requirements on the Parity Bonds until the Reserve Fund
has been restored to such amount. The Reserve Fund shall be used
to pay the principal of and interest on the Parity Bonds at any
time when there is not sufficient money available in the Interest
and Sinking Fund for such purpose and it may be used finally to
pay and retire the last Parity Bonds to mature or be redeemed.
Section 5.7: Deficiencies in Funds. If in any month there
shall not be deposited into any Fund maintained pursuant to this
Article the full amounts required herein, amounts equivalent to
such deficiency shall be set apart and paid into such Fund or
Funds from the first available and unallocated money in the
Revenue Fund, and such payment shall be in addition to the amounts
otherwise required to be paid into such Funds during the
succeeding month or months. To the extent necessary, the rates
and charges for the System shall be increased to make up for any
such deficiencies.
Section 5.8: Investment of Funds; Transfer of Investment
Income. (a) Money in the Revenue Fund, the Interest and Sinking
Fund and the Reserve Fund may, at the option of the City, be
invested in time deposits or certificates of deposit of commercial
banks secured in the manner required by law for public funds and
insured by the Federal Deposit Insurance Corporation to the
maximum extent permitted by law, or be invested in direct
obligations of, or obligations fully guaranteed by, the United
States of America; provided that all such deposits and investments
shall be made in such manner that the money required to be
expended from any Fund will be available at the proper time or
times, and provided further that in no event shall such deposits
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or investments of money in the Reserve Fund mature later than the
final maturity date of the Parity Bonds. Any obligation in which
money is so invested shall be kept and held in the official
depository bank of the City at which the Fund is maintained from
which the investment was made. All such investments shall be
promptly sold when necessary to prevent any default in connection
with the Parity Bonds.
(b) All interest and income derived from such deposits and
investments shall be transferred or credited as received to the
Revenue Fund, and shall constitute Gross Revenues of the System.
Section 5.9: Security for Uninvested Funds. So long as any
Parity Bonds remain outstanding, all uninvested money on deposit
in, or credited to, the Revenue Fund, the Interest and Sinking Fund
and the Reserve Fund shall be secured by the pledge of security,
as provided by Texas law.
ARTICLE VI
ADDITIONAL BONDS
Section 6.1: Additional Parity Bonds. The City reserves the
right to issue; for any lawful purpose (including the refunding of
any previously issued Parity Bonds or any other bonds or
obligations of the City issued in connection with or payable from
the revenues of the System) , one or more series of Additional
Parity Bonds payable from and secured by a first lien on the Net
Revenues of the System, on a parity with the Bonds and any
previously issued Additional Parity Bonds; provided, however, that
no Additional Parity Bonds may be issued unless:
(a) The Additional Parity Bonds mature on, and interest
is payable on, the same days of the year as the
Bonds;
(b) The Interest and Sinking Fund and the Reserve Fund
each contains the amount of money then required to
be on deposit therein;
(c) For either the preceding fiscal year or any
consecutive 12 -month period out of the 18 month
period immediately preceding the month in which the
ordinance authorizing such Additional Parity Bonds
is adopted (the "Base Period "), either:
(1) Net Earnings of the System (as hereinbelow
defined) were equal to at least 125% of the
average annual principal and interest
requirements on all Parity Bonds that will be
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outstanding after the issuance of the series
of Additional Parity Bonds then proposed to be
issued, as certified by the City Is Director of
Finance or by an independent certified public
accountant or firm of independent certified
public accountants; or
(2) Net Earnings of the System, as adjusted to
give effect to any rate increase for the
System that has been in effect for at least 60
days prior to the adoption of the ordinance
authorizing the issuance of the series of
Additional Parity Bonds then proposed to be
issued, to the same extent as if such rate
increase had been in effect for the entire
Base Period, would have been at least equal to
the amount required in paragraph (1) above, as
certified by an independent consulting
engineer or independent firm of consulting
engineers;
provided, however, that this requirement shall not
apply to the issuance of any series of Additional
Parity Bonds for refunding purposes that will have
the result of reducing the average annual principal
and interest requirements on Parity Bonds; and
(d) Provision is made in the ordinance authorizing the
Additional Parity Bonds then proposed to be issued
for (1) additional payments into the Interest and
Sinking Fund sufficient to provide for any increased
principal and interest requirements on the Parity
Bonds resulting from the issuance of the Additional
Parity Bonds and (2) payments into the Reserve Fund
so that such Fund will, in not later than 60 months
from the date of issuance of such Additional Parity
Bonds, contain a balance not less than the average
annual principal and interest requirements on all
Parity Bonds that will be outstanding after the
issuance of such series of Additional Parity Bonds.
For purposes of Section 6.1(c), the term "Net Earnings of the
System" shall mean all of the Net Revenues of the System, except
that in calculating Net Earnings there shall not be deducted as
Maintenance and Operation Expenses any charge, disbursement or
expenditure for extensions, repairs or otherwise which, under
standard accounting practice, constitutes a capital expenditure.
Section 6.2: Subordinate Lien Bonds. The City reserves the
right to issue, for any lawful purpose, bonds, notes or other
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obligations secured in whole or in part by liens on the Net
Revenues that are junior and subordinate to the lien on Net
Revenues securing payment of the Parity Bonds. Such subordinate
lien obligations may be further secured by any other source of
payment lawfully available for such purposes.
Section 6.3: Special Project Bonds. The City reserves the
right to issue revenue bonds secured by liens on and pledges of
revenues and proceeds derived from Special Projects.
ARTICLE VII
Section 7.1: Punctual Payment of Parity Bonds. The City will
punctually pay or cause to be paid the interest on and principal
of all Parity Bonds according to the terms thereof and will
faithfully do and perform, and at all times fully observe, any and
all covenants, undertakings, stipulations and provisions contained
in this Ordinance and in any ordinance authorizing the issuance of
Additional Parity Bonds.
Section 7.2: Maintenance of System. So long as any Parity
Bonds remain outstanding, the City covenants that it will at all
times maintain the System, or within the limits of its authority
cause the same to be maintained, in good condition and working
order and will operate the same, or cause the same to be operated,
in an efficient and economical manner at a reasonable cost and in
accordance with sound business principles. In operating and
maintaining the System, the City will comply with all contractual
provisions and agreements entered into by it and with all valid
rules, regulations, directions or orders of any governmental,
administrative, or judicial body promulgating same, noncompliance
with which would materially and adversely affect the operation of
the System.
Section 7.3: Sale or Encumbrance of System. So long as any
Parity Bonds remain outstanding, the City will not sell, dispose
of or, except as permitted in Article VI, further encumber the
System; provided, however, that this provision shall not prevent
the City from disposing of any portion of the System which is being
replaced or is deemed by the City to be obsolete, worn out, surplus
or no longer needed for the proper operation of the System. Any
agreement pursuant to which the City contracts with a person,
corporation, municipal corporation or political subdivision to
operate the System or to lease and /or operate all or part of the
System shall not be considered as an encumbrance of the System.
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Section 7.4: Insurance. The City further covenants and
agrees that it will keep the System insured with insurers of good
standing against risks, accidents or casualties against which and
to the extent customarily insured against by political subdivisions
of the State of Texas operating similar properties, to the extent
that such insurance is available. The cost of all such insurance
together with any additional insurance, shall be a part of the
Maintenance and Operation Expenses. All net proceeds of such
insurance shall be applied to repair or replace the insured
property that is damaged or destroyed, or to make other capital
improvements to the System, or to redeem Parity Bonds.
Section 7.5: Accounts. Records. and Audits. So long as any
Parity Bonds remain outstanding, the City covenants and agrees that
it will maintain a proper and complete system of records and
accounts pertaining to the operation of the System in which full,
true and proper entries will be made of all dealings, transactions,
business and affairs which in any way affect or pertain to the
System or the Gross Revenues or the Net Revenues thereof. The City
shall after the close of each of its fiscal years cause an audit
report of such records and accounts to be prepared by an
independent certified public accountant or independent firm of
certified public accountants. Each year promptly after such audit
report,is prepared, the City shall furnish a copy thereof without
cost to the Municipal .Advisory Council of Texas, the major
municipal rating agencies and any owners of Parity Bonds who shall
request same. All expenses incurred in preparing such audits shall
be Maintenance and Operation Expenses.
Section 7.6: ComDeti.tion. To the extent it legally may, the
City will not grant any franchise or permit for the acquisition,
construction, or operation of any competing facilities which might
be used as a substitute for the System and will prohibit the
operation of any such competing facilities.
Section 7.7: Pledge and Encumbrance of Net Revenues. The
City covenants and represents that it has the lawful power.to
create a lien on and to pledge the Net Revenues to secure the
payment of the Parity Bonds and has lawfully exercised such power
under the Constitution and laws of the State of Texas. The City
further covenants and represents that, other than to the payment
of the Parity Bonds, the Net Revenues are not and will not be made
subject to any other lien, pledge or encumbrance to secure the
payment of any debt or obligation of the City, unless such lien,
pledge or encumbrance is junior and subordinate to the lien and
pledge securing payment of the Parity Bonds.
Section 7.8: BondownersI Remedies. This Ordinance shall
constitute a contract between the City and the Owners of the Parity
Bonds from time to time outstanding and this Ordinance shall be and
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remain irrepealable until the Parity Bonds and the interest thereon
shall be fully paid or discharged or provision therefor shall have
been made as provided herein. In the event of a default in the
payment of the principal of or interest on any of the Parity Bonds
or a default in the performance of any duty or covenant provided
by law or in this Ordinance, the Owner or Owners of any of the
Parity Bonds may pursue all legal remedies afforded by the
Constitution and laws of the State of Texas to compel the City to
remedy such default and to prevent further default or defaults.
Without in any way limiting the generality of the foregoing, it is
expressly provided that any Owner of any of the Parity Bonds may
at law or in equity, by suit, action, mandamus, or other
proceedings, enforce and compel performance of all duties required
to be performed by the City under this Ordinance, including the
making and collection of reasonable and sufficient rates and
charges for the use and services of the System, the deposit of the
Gross Revenues into the special funds herein provided, and the
application of such Gross Revenues and Net Revenues in the manner
required in this Ordinance.
Section 7.9: Discharge by Deposit. The City may discharge
its obligation to the Owners of any or all of the Parity Bonds to
pay principal, interest and redemption premium (if any) thereon in
any manner then permitted by law, including by depositing with any
paying agent for such Parity Bonds or with the State Treasurer of
the State,of Texas 'either: (i) cash in an amount equal to the
principal amount and redemption premium, if any, of such Parity
Bonds plus interest thereon to the date of maturity or redemption,
or (ii) pursuant to an escrow or trust agreement, cash and /or
direct obligations of the United States of America, in principal
amounts and maturities and bearing interest at rates sufficient to
provide for the timely payment of the principal amount and
redemption premium, if any, of such Parity Bonds plus interest
thereon to the date of maturity or redemption; provided, however,
that if any of such Parity Bonds are to be redeemed prior to their
respective dates of maturity, provision shall have been made for
giving notice of redemption as provided in the ordinance
authorizing such Parity Bonds. Upon such deposit, such Parity
Bonds shall no longer be regarded to be outstanding or unpaid.
Section 7.10: Paving Agents May Own Parity Bonds. The paying
agents for the Parity Bonds, in their individual or any other
capacity, may become holders or pledges of the Parity Bonds with
the same rights they would have if they were not paying agents.
Section 7.11: No Recourse Against City Officials. No
recourse shall be had for the payment of principal of or interest
on any Parity Bonds or for any claim based thereon or on this
Ordinance against any official of the City or any person executing
any Parity Bonds.
01*z
ARTICLE VIII
PROVISIONS CONCERNING SALE AND
APPLICATION OF PROCEEDS OF BONDS
Section 8.1: Sale. The Bonds are hereby sold and shall be
delivered to Prudential- Securities Incorporated & Associates at a
price of $7,205,000 plus accrued interest to the date of delivery,
subject to the approval of the Attorney General of Texas and Vinson
& Elkins, bond counsel, and such price is hereby found and
determined to be the most advantageous reasonably obtainable by the
City pursuant to public competitive bids. The Mayor and other
appropriate officers, agents and representatives of the City are
hereby authorized to do any and all things necessary or desirable
to provide for the issuance and delivery of the Bonds.
Section 8.2: Tax Exemption. (a) General Tax Covenant. The
City intends that the interest on the Bonds shall be excludable
from gross income for purposes of federal income taxation pursuant
to sections 103 and 141 through 150 of the Code, and applicable
regulations. The City covenants and agrees not to take any action,
or knowingly omit to take any action within its control, that if
taken or omitted, respectively, would cause the interest on the
Bonds to be includable in gross income, as defined in section 61
of the Code, of the owners thereof for purposes of federal income
taxation. In particular, the City covenants and agrees to comply
with each requirement of this Section 8.2; provided, however, that
the City shall not be required to comply with any particular
requirement of this Section 8.2 if the City has received an opinion
of nationally recognized bond counsel ( "Counsel's Opinion ") that
such noncompliance will not adversely affect the exclusion from
gross income for federal income tax purposes of interest on the
Bonds or if the City has received a Counsel's Opinion to the effect
that compliance with some other requirement set forth in this
Section 8.2 will satisfy the applicable requirements of the Code,
in which case compliance with such other requirement specified in
such Counsel's Opinion shall constitute compliance with the
corresponding requirement specified in this Section 8.2.
(b) Use of Proceeds. The City covenants and agrees that its
use of the Net Proceeds of the Bonds will at all times satisfy the
following requirements:
The City will limit the amount of original or investment
proceeds of the Bonds to be used (other than use as a
member of the general public) in the trade or business
of any person other than a governmental unit to an amount
aggregating no more than ten percent of the Net Proceeds
of the Bonds ( "private -use proceeds "). For purposes of
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this Section, the term "person" includes any individual,
corporation, partnership, unincorporated association, or
any other entity capable of carrying on a trade or
business; and the term "trade or business" means, with
respect to any natural person, any activity regularly
carried on for profit and, with respect to persons other
than natural persons, any activity other than an activity
carried on by a governmental unit. Any use of proceeds
of the Bonds in any manner contrary to the guidelines set
forth in Revenue Procedures 82 -14, 1982 -1 C.B. 459, and
82 -15, 1982 -1 C.B. 460, including any revisions or
amendments thereto, shall constitute the use of such
proceeds in the trade or business of one who is not a
governmental unit;
(ii) The City will not permit more than five percent
of the Net Proceeds of the Bonds and to be used in the
trade or business of any person other than a governmental
unit if such use is unrelated to the governmental purpose
of the Bonds. Further, the amount of private -use
proceeds of the Bonds in excess of five percent of the
Net Proceeds of the Bonds ( "excess private -use proceeds ")
did not and will not exceed the proceeds of the Bonds
expended for the governmental purpose of the Bonds to
which such excess private -use proceeds relate;
(iii) The City will not permit an amount of proceeds
of the Bonds exceeding the lesser of (a) $5,000,000 or
(b) five percent of the Net Proceeds of the Bonds to be
used, directly or indirectly, to finance loans to persons
other than governmental units.
When used in this Section 8.2, the term Net Proceeds of the Bonds
shall mean the proceeds from the sale of the Bonds, including
investment earnings on such proceeds, less accrued interest.
(c) No Federal Guaranty. The City covenants and agrees not
to take any action, or knowingly omit to take any action within its
control, that, if taken or omitted, respectively, would cause the
Bonds to be "federally guaranteed" within the meaning of section
149(b) of the Code and applicable regulations thereunder, except
as permitted by section 149(b)(3) of the Code and such regulations.
(d) Bonds Are Not Hedge Bonds. The City covenants and agrees
that not more than 50 percent of the proceeds of the Bonds will be
invested in nonpurpose investments (as defined in section
148(f)(6)(A) of the Code) having a substantially guaranteed yield
for four years or more within the meaning of section
149 (g) (3) (A) (ii) of the Code, and the City reasonably expects that
at least 85 percent of the spendable proceeds of the Bonds will be
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used to carry out the governmental purposes of the Bonds within the
three -year period beginning on the date the Bonds are issued.
(e) No- Arbitrage Covenant. The City shall certify, through
an authorized officer, employee or agent, that based upon all facts
and estimates known or reasonably expected to be in existence on
the date the Bonds are delivered, the City will reasonably expect
that the proceeds of the Bonds will not be used in a manner that
would cause the Bonds to be "arbitrage bonds" within the meaning
of section 148(a) of the Code and applicable regulations
thereunder. Moreover, the City covenants and agrees that it will
make such use of the proceeds of the Bonds including interest or
other investment income derived from Bond proceeds, regulate
investments of proceeds of the Bonds, and take such other and
further action as may be required so that the Bonds will not be
"arbitrage bonds" within the meaning of section 148(a) of the Code
and applicable regulations thereunder.
(f) Arbitrage Rebate. The City will take all necessary steps
to comply with the requirement that certain amounts earned by the
City on the investment of the "gross proceeds" of the Bonds (within
the meaning of section 148(f)(6)(B) of the Code), be rebated to the
federal government. Specifically, the _City will (i) maintain
records regarding the investment of the gross proceeds of the Bonds
as may be required to calculate the amount earned on the investment
of the gross proceeds of the Bonds separately from records of
amounts on deposit in the funds and accounts of the City allocable
to other bond issues of the City or moneys which do not represent
gross proceeds of any bonds of the City, (ii) calculate at such
times as are required by applicable regulations, the amount earned
from the investment of the gross proceeds of the Bonds which is
required to be rebated to the federal government, and (iii) pay,
not less often than every fifth anniversary date of the delivery
of the Bonds or on such other dates as may be permitted by
applicable regulations, all amounts required to be rebated to the
federal government. Further, the City will not indirectly pay any
amount otherwise payable to the federal government pursuant to the
foregoing requirements to any person other than the federal
government by entering into any investment arrangement with respect
to the gross proceeds of the Bonds that might result in a reduction
in the amount required to be paid to the federal government because
such arrangement results in a smaller profit or larger loss than
would have resulted if the arrangement had been at arm's length and
had the yield on the issue not been relevant to either party.
(g) Information Reporting. The City covenants and agrees to
file or cause to be filed with the Secretary of the Treasury, not
later than the 15th day of the second calendar month after the
close of the calendar quarter in which the Bonds are issued, an
information statement concerning the Bonds, all under and in
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accordance with section 149(e) of the Code and applicable
regulations thereunder.
Section 8.3: Oualified Tax - Exempt OblicfatiOns. The City
hereby designates the Bonds as "qualified tax - exempt obligations"
for purposes of section 265(b) of the Code. In connection
therewith, the City represents (a) that the aggregate amount of
tax - exempt obligations issued by the City during calendar year
1991, including the Bonds, which have been designated as "qualified
tax - exempt obligations" under section 265(b) (3) of the Code does
not exceed $10,000,000, and (b) that the reasonably anticipated
amount of tax - exempt obligations which will be issued by the City
during calendar year 1991, including the Bonds, will not exceed
$10,000,000. For purposes of this Section 8.3, the term
tax - exempt obligation" does not include "private activity bonds"
within the meaning of section 141 of the Code, other than
"qualified 501(c)(3) bonds" within the meaning of section 145 of
the Code. In addition, for purposes of this Section 8.3, the City
includes all governmental units which are aggregated with the City
under the Code.
Section 8.4: 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) An amount equal to the lesser of (1) 10% of the proceeds
of sale of the Bonds or (2) the average annual principal and
interest requirements on the Bonds shall be deposited into the
Reserve Fund.
(c) The remaining proceeds from the sale of the Bonds shall
be used for the purposes set out in Section 3.1 and to pay
costs of issuance, with any remainder being transferred to the
Interest and Sinking Fund.
Section 8.5: Official Statement. The City ratifies and
confirms its prior approval of the form and content of the
Preliminary Official Statement prepared in the initial offering
and sale of the Bonds and hereby authorizes the preparation of a
final Official Statement reflecting the terms of the Purchaser's
bid and other relevant information. The use of such Official
Statement in the reoffering of the Bonds by the Purchaser is hereby
approved and authorized. The proper officials of the City are
hereby authorized to execute and deliver a certificate pertaining
to such Official Statement as prescribed therein, dated as of the
date of payment for and delivery of the Bonds.
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ARTICLE IX
MISCELLANEOUS
Section 9.1: Further Proceedings. The Mayor, the City
Manager, the City Clerk, and other appropriate officials of the
City are hereby authorized and directed to do any and all things
necessary and /or convenient to carry out the terms of this Ordi-
nance.
Section 9.2: Severability. If any Section, paragraph, clause
or provision of this Ordinance shall for any reason be held to be
invalid or unenforceable, the invalidity or unenforceability of
such Section, paragraph, clause or provision shall not affect any
of the remaining provisions of this Ordinance.
Section 9.3: 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 time, place and
purpose of said meeting was given, all as required by Article
6252 -17, Vernon's Texas Civil Statutes, as amended.
Section 9.4: Paying Agent /Registrar Agreement. The form of
agreement setting forth the duties of the Registrar is hereby
approved, and an appropriate official of the City is hereby
authorized to execute such agreement for and on behalf of the City.
Section 9.5: No Personal Liability. No recourse shall be
had for payment of the principal of or interest on any Bonds or for
any claim based thereon, or on this Ordinance, against any official
or employee of the City or any person executing any Bonds.
Section 9.6: Parties Interested. Nothing in this Ordinance
expressed or implied is intended or shall be construed to confer
upon, or to give to, any person or entity, other than the City,
the Registrar, and the Owners of the Bonds, any right, remedy or
claim under or by reason of this Ordinance or any covenant,
condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in this Ordinance shall be for the sole and
exclusive benefit of the City, the Registrar, and the Owners of the
Bonds.
Section 9.7: Repealer. All orders, resolutions and
ordinances, or parts thereof, inconsistent herewith are hereby
repealed to the extent of such inconsistency.
Section 9.8: Effective Date. This Ordinance shall become
effective immediately upon passage by this City Council and
signature of the Mayor.
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PASSED AND APPROVED this 18th day of September, 1991.
ATTEST:
-Z &"617,0_40e) '�o
City Clerk
CITY OF BAYTOWN, TEXAS
SEA,)
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Z - 20-
Mayor
CITY OF BAYTOWN, TEXAS