Loading...
1992 10 22 CC Minutes, SpecialMINUTES OF THE SPECIAL SESSION OF THE CITY COUNCIL OF THE CITY OF BAYTOWN October 22, 1992 The City Council of the City of Baytown, Texas, met in special session on Thursday, October 22, 1992, at 6:15 p.m. in the Conference Room of the Baytown City Hall, 2401 Market Street, with the following in attendance: Eva Benavides Pete C. Alfaro Stephen DonCarlos Rolland J. Pruett Bobby J. Credille Bobby Rountree Norman Dykes Ignacio Ramirez Eileen P. Hall Absent: Ray Swofford Council Member Council Member Council Member Council Member Mayor City Manager Assistant City Manager City Attorney City Clerk Council Member The meeting was opened with a quorum present, after which the following business was conducted: Recess Into Executive Session to Discuss Land Acquisition Mayor Credille recessed the open session into executive session to discuss land acquisition. When the open meeting reconvened, Mayor Credille announced that no action was necessary as a result of the executive session. Adjourn There being no further business to be transacted, the meeting was adjourned. Eileen P. Hall City Clerk MINUTES OF THE REGULAR SESSION OF THE CITY COUNCIL OF THE CITY OF BAYTOWN October 22, 1992 The City Council of the City of Baytown, Texas, met in regular session on Thursday, October 22, 1992, at 6:30 p.m. in the Council Chamber of the Baytown City Hall with the following in attendance: Eva Benavides *David Byford Pete C. Alfaro Stephen DonCarlos Rolland J. Pruett Bobby J. Credille Bobby Rountree Norman Dykes Ignacio Ramirez Eileen P. Hall Absent: Ray Swofford Council Member Council Member Council Member Council Member Council Member Mayor City Manager Asst. City Manager City Attorney City Clerk Council Member The meeting was opened with a quorum present, and Council member Alfaro offered the invocation, after which the following business was conducted: Consider Approval of the Minutes for the Regular Session Held on October 8, 1992 Council member DonCarlos moved for approval of the minutes for the regular session held on October 8, 1992. Council member Alfaro seconded the motion. The vote follows: Ayes: Council members Benavides, Alfaro, DonCarlos and Pruett Mayor Credille Nays: None W 921022 -2 Minutes of the Regular Meeting - Oct. 22, 1992 Consider Approval of the Minutes for the Special Session Held on October 15, 1992 Council member Benavides moved for approval of the minutes for the special session held on October 15, 1992. Council member Pruett seconded the motion. The vote follows: Ayes: Council members Benavides, Alfaro, DonCarlos and Pruett Mayor Credille Nays: None Administer Oath of Office to Newly Appointed Council Member Mayor Credille administered the Oath of Office to David Byford, after which *Mr. Byford took his place at the council table. Consider Proposed ordinance, Authorizing the Issuance of City of Baytown General Obligation and Refunding Bonds, Series 1992; Appropriating the Proceeds of Sale Thereof for Refunding Outstanding Bonds, Waterworks System Improvements, a Public Works Maintenance Facility, Public Buildings, Parks, and Street Improvements; Authorizing the Issuance of City of Baytown Marina Improvement Bonds, Series 1992; Appropriating $4,190,000 of the Proceeds of Sale thereof for Marina Improvements and Setting a Hearing Date. Drew Masterson with the firm of Masterson Moreland Sauer Whisman, Inc. was present to discuss the proposed sale and restructuring of debt service. Mr. Masterson stated that the objectives are to market General Obligation Bonds and Refunding Bonds Series 1992 to appropriate the proceeds of sale thereof for refunding outstanding bonds, to complete certain capital improvement program projects, and to authorize the issuance of City of Baytown Marina Improvement Bonds, Series 1992 and keep taxes at 29.2 cents for debt service. 921022 -3 Minutes of the Regular Meeting - Oct. 22, 1992 According to the projection of debt service and income with Series 1992 restructuring of debt service utilizing zero growth and assessed evaluation, the tax rate for debt service will not exceed 29.2 cents. The general obligation and refunding bonds were sold at an average interest cost of 6.460 %, and the Marina Bonds at an average of 6.680 %. The City of Baytown maintained its Al rating with Moody's and its AA- rating with Standard and Poor's. However, with insurance the city's rating with Moody's is Aaa and with Standard and Poor's AAA. Moody's expressed concern with the level of unemployment in the area and the fact that restructuring payout is scheduled to take longer than originally scheduled. Mayor Credille pointed out that the City of Baytown had been willing to make adjustments in its tax base and new businesses have been attracted to the area. Mr. Masterson responded that if this had not been done, the city's rating would have been lowered. He also emphasized that it is unusual for the rating firms to review the bond rating in the second year of the bond program. Council member Alfaro pointed out that there is about $740,000 difference in the present figures than what was originally discussed and the $740,000 is in the refunding portion. The administration recommended approval of the ordinance. Council member Alfaro moved for adoption of the ordinance. Council member DonCarlos seconded the motion. The vote follows: Ayes: Council members Benavides, Byford, Alfaro, DonCarlos and Pruett Mayor Credille Nays: None For a copy of Ordinance No. 6393, see Attachment "A." Consider Proposed Resolution, Authorizing Publication of Notice of Sale of $4,410,000 City of Baytown Waterworks and sanitary sewer System Revenue Bonds, series 1992 The city manager explained that it was necessary to adopt the resolution in order to authorize publication of notice of sale of $4,410,000 City of Baytown Waterworks and Sanitary Sewer System Revenue Bonds, Series 1992. Council member Pruett moved for adoption of the resolution. Council member Alfaro seconded the motion. The vote follows; Ayes: Council members Benavides, Byford, Alfaro, DonCarlos and Pruett 921022 -4 Minutes of the Regular Meeting - Oct. 22, 1992 Mayor Credille Nays: None For a copy of the resolution, see Attachment "B." In order to sign all of the bond documents necessary for the bond sale and refunding, Mayor Credille declared a recess. When the open meeting reconvened, the following action was taken: Consider Proposed ordinance, Authorizing Contract with Carol Brown Associates for Professional Library Consulting services. The proposed ordinance authorizes a contract in the amount of $5,000 with Carol Brown Associates for professional library consulting services in conjunction with the expansion and renovation of Sterling Municipal Library. The city is required to employ a library consultant with a Masters Degree in Library Science in order to apply for a Federal Library Services and Construction Act grant. Council member Pruett moved for adoption of the ordinance. Council member Alfaro seconded the motion. The vote follows: Ayes: Council members Benavides, Byford, Alfaro, DonCarlos and Pruett Mayor Credille Nays: None Ordinance No. 6394 AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN AGREEMENT WITH CAROL BROWN ASSOCIATES FOR PROFESSIONAL LIBRARY CONSULTING SERVICES IN CONJUNCTION WITH THE EXPANSION AND RENOVATION OF STERLING MUNICIPAL LIBRARY; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF FIVE THOUSAND AND N01100 ($5,000,00) DOLLARS; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. 921022 -5 Minutes of the Regular Meeting - Oct. 22, 1992 Consider Proposed Ordinance, Authorizing Contract with Peggy Harrison Interiors for Professional Interior Design services The proposed ordinance authorizes a contract with Peggy Harrison Interiors for professional interior design service. Ms. Harrison was engaged to do the interior design and planning work on the 1976 -77 expansion. The citizens have been very pleased with the paintings on the library walls, the durability of the library carpet and upholstery, the quality of the furniture, etc. Ms. Harrison was responsible for these design strengths. Contract expenditures total $16,550 plus expenses which should not exceed $1,000. The administration recommended approval. Council member Benavides moved for adoption of the ordinance. Council member DonCarlos seconded the motion. The vote follows: Ayes: Council members Benavides, Byford, Alfaro, DonCarlos and Pruett Mayor Credille Nays: None Ordinance No. 6395 AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A CONTRACT WITH PEGGY HARRISON INTERIORS FOR PROFESSIONAL INTERIOR DESIGN SERVICES IN CONJUNCTION WITH THE EXPANSION AND RENOVATION OF STERLING MUNICIPAL LIBRARY; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF SIXTEEN THOUSAND FIVE HUNDRED FIFTY AND N01100 ($16,550.00) DOLLARS, PLUS EXPENSES; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. Consider Proposed Ordinance, Authorizing Promissory Note and Loan Agreement with Office of Governor of the State of Texas through the Loan STAR Energy Retrofit Program This will be discussed at a future meeting. Consider Proposed ordinance, Authorizing a Permit to Maintain the Kmart Garden shop The proposed ordinance permits the prospective buyer of the Kmart Store to maintain the Garden Shop within the 10' setback line wherein the original owner of the land made a covenant not to erect buildings. Setback is not necessary since there is no anticipated need to place utility lines, etc. on or under this tract and traffic visibility is not impaired. The administration recommended approval of the ordinance. 921022 -6 Minutes of the Regular Meeting - Oct. 22, 1992 Council member Alfaro moved for adoption of the ordinance. Council member Benavides seconded the motion. The vote follows: Ayes: Council members Benavides, Byford, Alfaro, DonCarlos and Pruett Mayor Credille Nays: None Ordinance No. 6396 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A PERMIT TO MAINTAIN ALLOWING GARTHBAY LIMITED PARTNERSHIP, A TEXAS LIMITED PARTNERSHIP ( "DEVELOPER ") TO MAINTAIN AN OUTDOOR GARDEN SHIP ON REAL PROPERTY BURDENED BY A COVENANT NOT TO ERECT BUILDINGS, WHICH COVENANT RUNS WITH THE LAND; REPEALING ORDINANCES INCONSISTENT HEREWITH; CONTAINING A SAVINGS CLAUSE; AND PROVIDING FOR THE EFFECTIVE DATE HEREOF. Consider Proposed Ordinance, Authorizing Acceptance of a $75,000 Planning Grant from Economic Development Administration; Designating an Authorized Representative and Authorizing Execution of the Planning Grant Contract Council authorized the administration to submit an application to the Economic Development Administration on March 26, 1992 for a new planing grant. On September 26 the EDA approved the grant application and issued the grant award and notice. This grant is to undertake a special planning process focused on the enterprise zones as described in the work program description. The 25% cash match required ($25,000) was budgeted in the 1992 -93 CDBG budget. Before the staff can sign acceptance of the grant, the city council will need to approve the proposed ordinance which will commit the city to providing the matching funds. The administration recommended approval. Council member Benavides moved for adoption of the ordinance, Council member DonCarlos seconded the motion. The vote follows: Ayes: Council members Benavides, Byford, Alfaro, DonCarlos and Pruett Mayor Credille Nays: None W 921022 -7 Minutes of the Regular Meeting - Oct. 22, 1992 Ordinance No. 6397 AN ORDINANCE AUTHORIZING THE CITY MANAGER OF THE CITY OF BAYTOWN, TEXAS, TO EXECUTE A PLANNING GRANT CONTRACT WITH THE ECONOMIC DEVELOPMENT ADMINISTRATION; DESIGNATING AN AUTHORIZED REPRESENTATIVE; AUTHORIZING $25,000 IN MATCHING FUNDS; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. consider Proposed Resolution, Designating saw Pipes USA, Inc. As a IlQualified Businesse, and Nominating the saw Pipes USA, Inc. Project for Designation as an Enterprise Project State of Texas tax incentives are provided to enterprise projects (i.e., those qualified businesses which have made substantial commitments to the zone and are designated as Enterprise Projects by the State of Texas). On October 10, 1992, Saw Pipes made a request that their project be designated as a qualified business and nominated for enterprise project designation. To do so, the city council will need to approve the proposed resolution. To be considered for enterprise project designation in December, the application will need to be complete and delivered by November 2, 1992. Saw Pipes and the Economic Development Foundation are assisting the Planning Department in preparing the application. This designation will not cause any reduction in tax revenues received by the city. The administration recommended approval. Council member Pruett moved for adoption of the resolution. Council member Alfaro seconded the motion. The vote follows: Ayes: Council members Benavides, Swofford, Alfaro, DonCarlos and Pruett Mayor Credille Nays: None Ordinance No. 1162 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, DESIGNATING SAW PIPES USA, INC. AS A QUALIFIED BUSINESS; NOMINATING THE SAW PIPES USA, INC. PROJECT FOR DESIGNATION AS AN ENTERPRISE PROJECT; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. 921022 -8 Minutes of the Regular Meeting - Oct. 22, 1992 Consider Approval of Plans and Specifications for Alamo School sidewalk and Sidewalk Reconstruction Project and Authorise Advertisement for Bids The sidewalk project involves installing storm sewers in open ditches, backfiling around these pipes, and then installing new sidewalks by Alamo School. The estimate for this project is $30,000. Approximately 500' of sidewalk will be installed on Homan Street and 700' on Austin Street. The sidewalk reconstruction project will replace damaged sidewalks as follows: SUBDIVISION Craigmont Place Allenbrook Whispering Pines Britton Cravens East Baytown Leger Kingsbend SIDEWALK LENGTH (FEET) 4,250 200 800 9,000 4,100 1,600 250 The sidewalks being replaced are adjacent to the following streets: Vae, Louise, Lillian, Hazel, Crestmont, Craigmont, Leland, Birdsong, Friars Lane, Sunnybrook, Meadowbrook, Edgebrook, Allenbrook, Savell, Autumn, Gulfway, Kentucky, Louisiana, New Mexico, Utah, Alabama, Florida, Oklahoma, Tompkins, Queenswood and Knight. The estimated cost for replacing these sidewalks is $175,000. The total project cost estimate is $205,000 and will be funded by 1991 -92 bonds. Another $450,000 will be expended later on. The administration recommended approval. Council member Pruett moved for approval of the plans and specifications for Alamo School sidewalk and sidewalk reconstruction project and to authorize advertisement for bids. Council member DonCarlos seconded the motion. The vote follows: Ayes: Council members Benavides, Byford, Alfaro, DonCarlos and Pruett Mayor Credille Nays: None 921022 -9 Minutes of the Regular Meeting - Oct. 22, 1992 Consent Agenda: The administration presented information on Items "p" and "sof as follows: p. Proposed Ordinance No. 921022 -22 awards the bid on a backhoe loader to Equipment Headquarters, Inc. in the amount of $30,740. Invitations to bid were mailed to three suppliers and we received two bids and one no -bid. We recommend purchase of 1992 model because of the delivery time of 3 -5 days. We recommend approval. S. Proposed Ordinance No. 921022 -25 awards the bid for the Goose Creek Stream playground equipment as follows: Hunter Knepshield Co. Items 1- 3,5,6,8 $34,514.97 Persenaire Park & Items 4 & 7 6,585.00 Playground Products TOTAL $41,099.97 After which council considered the remaining Consent Agenda as follows: a. Proposed Ordinance No. 921022 -7 authorizes an Interlocal Purchase Agreement with Goose Creek Consolidated Independent School District. Goose Creek CISD would like to purchase several items from the annual contracts of the city. Individual items will be brought to council for approval. This blanket agreement will be from October 23, 1992 to September 30, 1993. We recommend approval. b. Proposed Ordinance No. 921022 -8 authorizes an Interlocal Purchase agreement with Lee College. Lee College would like to purchase several items from the annual contracts of the city. Individual items will be brought to council for approval. This blanket agreement will be from October 23, 1992 to September 30, 1993. We recommend approval. 921022 -10 Minutes of the Regular Meeting - Oct. 22, 1992 C. Proposed Ordinance No. 921022 -9 authorizes an Interlocal Purchase Agreement with the City of Seabrook. The City of Seabrook would like to purchase several items from the annual contracts of the city. Individual items will be brought to council for approval. This blanket agreement will be from October 23, 1992 to September 30, 1993. We recommend approval. d. Proposed Ordinance No. 921022 -10 authorizes an Interlocal Purchase Agreement with the City of La Porte. The City of La Porte would like to purchase several items from the annual contracts of the city. Individual items will be brought to council for approval. This blanket agreement will be from October 23, 1992 to September 30, 1993. We recommend approval. e. Proposed Ordinance No. 921022 -11 authorizes an Interlocal Purchase Agreement with Baytown Area Water Authority. BAWA would like to purchase several items from the annual contracts of the city. Individual items will be brought to council for approval. This blanket agreement will be from October 23, 1992 to September 30, 1993. We recommend approval. f. Proposed Ordinance No. 921022 -12 authorizes payment to IBM Credit Corporation on the lease - purchase of hardware and software for the operating systems at City Hall and the Police Department. We purchased hardware and software in December 1990 and February 1991 for the operating systems at City Hall and Police Department. This is a five year lease /purchase from IBM. This is the third annual payment of $88,978. The annual percentage rate is 7.51 %. This price includes an on site service plan for the term of the lease. We recommend approval. 921022 -11 Minutes of the Regular Meeting - Oct. 22, 1992 g. Proposed Ordinance No. 921022 -13 authorizes the renewal of periodical subscriptions through EBSCO Subscription Service in the amount of $7,518.76. In order to provide continuity of service and to preclude a gap in delivery which results in missing issues, libraries throughout Texas do not bid competitively for periodical service. State law makes this exemption possible for academic libraries. We recommend approval. h. Proposed Ordinance No. 921022 -14 awards the bid for the purchase of a twelve port multiplexor for linkage between Sterling Municipal Library and Houston Area Library Automated Network (HALAN) to Ascom Timeplex in the amount of $11,591. This is a sole source, for all multiplexors and other data communication equipment must be purchased from the vendor designated by HALAN. This is required in order that all member libraries will be operating with compatible equipment. This item was budgeted. We recommend approval. i. Proposed Ordinance No. 921022 -15 authorizes payment of $18,133 to the Houston Area Library Automated Network as sole source for an area -wide automated library network. The library is a member of the Houston Area Library Automated Network. Our charges for membership are based on the number of terminals we use to link with the main frame at the Houston Public Library. This service is partially subsidized with state and federal funds. Our circulation, overdue, interlibrary loan, and reserve systems depend on this network that links us with public libraries in Houston, Harris County, Fort Bend County, Pasadena, Beaumont, Port Arthur, Galveston, Port Neches and Orange. We recommend approval. j. Proposed Ordinance No. 921022 -16 authorizes payment of legal fees and expenses to Sewell & Riggs in the amount of $59,413.39. This is the final bill for the Louis Martinez vs. City of Baytown lawsuits. This ordinance authorizes the payment of those fees and expenses. We recommend approval. 921022 -12 Minutes of the Regular Meeting - Oct. 22, 1992 k. Proposed Ordinance No. 921022 -17 authorizes payment in the amount of $2,294 to Dictaphone Corporation, as the sole source for maintenance agreement. The Police Department has highly specialized recording equipment in the Police communication room which monitors and records all radio frequencies and all incoming telephone lines 24 hours a day. This contract will be from October 1, 1992 through September 30, 1993. We recommend approval. 1. Proposed Ordinance No. 921022 -18 awards the bid for the purchase of personal computers and hardware and software for Human Resource Department to Fortune Systems in the amount of $6,104. This is to purchase two additional computers from an earlier bid that was awarded on September 10, 1992. We recommend approval. M. Proposed Ordinance No. 921022 -19 awards the annual carrier service for the bank deposits contract to Brink's Incorporated in the amount of $5,808. Invitations to bid were mailed to two suppliers and we received one bid. Brink's has had our service for three years. We recommend approval. n. Proposed Ordinance No. 921022 -20 awards the annual plastic garbage bag contract to Arrow Industries, Inc. in the amount of $76,036.48. We will purchase approximately 26,000 rolls of bags next year. Invitations to bid were mailed to twenty suppliers and we received three bids and five no bids. We recommend approval. 921022 -13 Minutes of the Regular Meeting - Oct. 22, 1992 o. Proposed Ordinance No. 921022 -21 awards the bid on six (6) patrol cars to Knapp Chevrolet, Inc. in the amount of $77,400. The quantity of cars bid is low and does not justify the time suppliers spend preparing bids. The State Purchasing and General Services Commission opened bids on October 12 but have not had time to evaluate the bids. Knapp's bid is less than the state bid. The expected delivery date of the patrol cars is in ninety days. If we rebid the cars it will delay delivery by about thirty days. Invitations to bid were mailed to five suppliers and we received one bid. We recommend approval. p. Proposed Ordinance No. 921022 -22 awards the bid on backhoe loader. This backhoe will be used by the new utility construction crew. We will open these bids on Wednesday and have a recommendation at the council meeting. q. Proposed Ordinance No. 921022 -23 awards the bid on a 2 1/2 ton truck with utility bed to Knapp Chevrolet in the amount of $32,985. Invitations to bid were mailed to seven suppliers and we received four bids and one no bid. This truck will be used by the new utility construction crew. We recommend approval. r. Proposed Ordinance No. 921022 -24 eight yard dump truck to Knapp Chi of $32,898. Invitations to bid suppliers and we received four This truck will be used by the new crew. We recommend approval. awards the bid on an avrolet in the amount were mailed to seven bids and one no bid. utility construction S. Proposed Ordinance No. 921022 -25 awards the bid on Goose Creek Stream playground equipment. These bids came in on Tuesday afternoon so we will have a recommendation on this item at the council meeting. 921022 -14 Minutes of the Regular Meeting - Oct. 22, 1992 t. Proposed Ordinance No. 921022 -26 authorizes the purchase of ambulance and defibrillator -heart monitor from H -GAC in the amount of $55,795.57. H -GAC has taken bids on ambulances and equipment and we have an interlocal agreement with them. This will be for replacement of a 1986 Ford Ambulance and heart monitor. We will purchase a 1992 F350 Ford Wheel Coach Ambulance. The ambulance cost is $46,159.40 plus options. H -GAC is offering a trade in of $11,500 for the 1986 ambulance. The price includes the 3% administration fee for H -GAC less the trade -in. The cost of the Lifepak 10 Package (heart monitor) with battery support system is $9,636.17. This price includes the 3% administrative fee. The ambulance will be delivered within 60 to 90 days and the monitor will be delivered in April, 1993. We recommend approval. U. Proposed Ordinance No. 921022 -27 approves the purchase of fire station property. The city was the successful bidder at the Texas Fall Quarterly auction on Saturday, October 10 with a bid of $16,000 for Reserve A (4.8074 acres) and Reserve B (3.2035 acres). These sold as one tract. A plat of the property is enclosed in your packet. This property will be used for the proposed fire station and will be financed with bond funds. A cashier's check in the amount of $2,500 was paid at the auction leaving a balance due of $13,500. We recommend approval. V. Proposed Ordinance No. 921022 -28, authorizes payment in the amount of $14,608 on sole source basis to Pitney Bowes for lease of mailing machine for City Hall. The extended stacker mailing machine can be leased using bids from the state contract. This is a four year lease with a non - appropriation clause. The system will have a total care maintenance at no additional cost. We will pay in quarterly payments of $3,652 each. We recommend approval. 921022 -15 Minutes of the Regular Meeting - Oct. 22, 1992 M W. Proposed Ordinance No. 921022 -29 closes a portion of Crow Road. Crow Road will be closed and a cul -de -sac constructed immediately west of the last home on Crow Road. Property owners will not be denied access to their property. This is a recommendation of the Traffic Commission. This action is in furtherance of the city's efforts to prevent dumping and other illegal activities in the former Brownwood Subdivision. We recommend approval. X. Proposed Ordinance No. 921022 -30 designates a No Parking /Tow Away Zone along a portion of the north side of Cedar Bayou Road in front of Cedar Bayou Junior School. A temporary traffic control measure was administratively enacted to assess the effectiveness of this proposal and has worked well. This area will be used for school bus loading and unloading. This temporary measure will expire November 12, 1992. We recommend approval. Y. Proposed Ordinance No. 921022 -31 designates the segment of Tri -City Beach Road from Texas Avenue to Spur 55 as a 30 mph speed zone and designates the portion of Tri -City Beach Road adjoining DeZavala Elementary School property as a 20 mph school zone. This is a recommendation of the Traffic Commission. A portion of Tri -City Beach Road in front of the new DeZavala Elementary School has a speed limit of 50 mph. The balance of the segment has a speed limit of 30 mph. This action will provide a uniform speed zone which will also allow for designation of a restricted speed school zone. This ordinance will be consistent with other elementary school locations. A temporary traffic control measure was administratively enacted to access the effectiveness of this proposal and has worked well. This temporary measure will expire shortly. We recommend approval. 921022 -16 Minutes of the Regular Meeting - Oct. 22, 1992 Z. Proposed Ordinance No. 921022 -32 designates a No Parking Zone along both sides of Whiting and West Pearce at their intersection. This is a recommendation of the Traffic Commission. Vehicular parking at this intersection has created problems with emergency vehicle access. The Lee College Adult Learning Center is located at the southwest corner of this intersection and attracts substantial traffic flows. This proposal will preclude on- street parking only at the four corners of this intersection. A temporary traffic control measure was administratively enacted to assess the effectiveness of this proposal and has worked well. This temporary measure will expire November 12, 1992. We recommend approval. The administration recommended approval of the Consent Agenda as presented. Council member Pruett moved for adoption of the Consent Agenda as presented. Council member Alfaro seconded the motion. In response to inquiries from council, the city manager stated that the closing of a portion of Crow Road is due to a request by citizens and that the No Parking tow away zone was due to a request of school officials which has been implemented temporarily on a 30- day basis. The vote follows: Ayes: Council members Benavides, Byford, Alfaro, DonCarlos and Pruett Mayor Credille Nays: None Ordinance No. 6398 AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN INTERLOCAL AGREEMENT WITH THE GOOSE CREEK CONSOLIDATED INDEPENDENT SCHOOL DISTRICT FOR THE PURCHASE OF VARIOUS ITEMS FROM OCTOBER 2, 1992 TO SEPTEMBER 30, 1993; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -7 Ordinance No. 6399 AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN INTERLOCAL AGREEMENT WITH LEE COLLEGE FOR THE PURCHASE OF VARIOUS ITEMS FROM OCTOBER 23, 1992 TO SEPTEMBER 30, 1993; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -8) 921022 -17 Minutes of the Regular Meeting - Oct. 22, 1992 Ordinance No. 6400 AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN INTERLOCAL AGREEMENT WITH THE CITY OF SEABROOK FOR THE PURCHASE OF VARIOUS ITEMS FROM OCTOBER 23, 1992 TO SEPTEMBER 30, 1993; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -9) Ordinance No. 6401 AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN INTERLOCAL AGREEMENT WITH THE CITY OF LA PORTE FOR THE PURCHASE OF VARIOUS ITEMS FROM OCTOBER 23, 1992 TO SEPTEMBER 30, 1993; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -10) Ordinance No. 6402 AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN INTERLOCAL AGREEMENT WITH THE BAYTOWN AREA WATER AUTHORITY FOR THE PURCHASE OF VARIOUS ITEMS FROM OCTOBER 23, 1992 TO SEPTEMBER 30, 1993; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -11) Ordinance No. 6403 AN ORDINANCE AUTHORIZING THE PAYMENT OF EIGHTY -EIGHT THOUSAND NINE HUNDRED SEVENTY -EIGHT AND N01100 ($88,978.00) DOLLARS TO IBM AS THE COST FOR THE LEASE /PURCHASE OF HARDWARE, SOFTWARE AND SERVICE PLAN FOR SYSTEMS AT CITY HALL AND THE POLICE DEPARTMENT; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022- 12) Ordinance No. 6404 AN ORDINANCE AUTHORIZING THE PAYMENT OF SEVEN THOUSAND FIVE HUNDRED EIGHTEEN AND 76/100 ($7,518.76) DOLLARS TO EBSCO SUBSCRIPTION SERVICE AS THE COST FOR SUBSCRIPTIONS TO PERIODICALS; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022- 13) 921022 -18 Minutes of the Regular Meeting - Oct. 22, 1992 Ordinance No. 6405 AN ORDINANCE AUTHORIZING THE PAYMENT OF THE SUM OF ELEVEN THOUSAND FIVE HUNDRED NINETY -ONE AND N01100 ($11,591.00) DOLLARS TO ASCOM TIMEPLEX AS THE SOLE SOURCE FOR THE TWELVE PORT MULTIPLEXOR FOR LINKAGE BETWEEN STERLING MUNICIPAL LIBRARY AND THE HOUSTON AREA LIBRARY AUTOMATED NETWORK (HALAN); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -14) Ordinance No. 6406 AN ORDINANCE AUTHORIZING THE PAYMENT OF THE SUM OF EIGHTEEN THOUSAND ONE HUNDRED THIRTY -THREE AND N01100 ($18,133.00) DOLLARS TO HOUSTON AREA LIBRARY AUTOMATED NETWORK (HALAN) AS THE SOLE SOURCE FOR AN AREA -WIDE AUTOMATED LIBRARY NETWORK; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022- 15) Ordinance No. 6407 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING PAYMENT OF THE SUM OF FIFTY -NINE THOUSAND FOUR HUNDRED THIRTEEN AND 39/100 ($59,413.39) DOLLARS AS ATTORNEY FEES AND EXPENSES ARISING FROM LOUIS MARTINEZ VS. CITY OF BAYTOWN, AND PROVIDING FOR THE EFFECTIVE DATE. (Proposed Ordinance No. 921022- 16) Ordinance No. 6408 AN ORDINANCE AUTHORIZING THE PAYMENT OF THE SUM OF TWO THOUSAND TWO HUNDRED NINETY -FOUR AND N01100 ($2,294.00) DOLLARS TO DICTAPHONE CORPORATION AS THE SOLE SOURCE FOR A MAINTENANCE AGREEMENT; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -17) Ordinance No. 4609 AN ORDINANCE ACCEPTING THE BID OF FORTUNE SYSTEMS FOR THE PURCHASE OF HARDWARE AND SOFTWARE FOR PERSONAL COMPUTERS AND AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF SIX THOUSAND ONE HUNDRED FOUR AND NO 1100 ($6,104.00) DOLLARS; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -18) 921022 -19 id Minutes of the Regular Meeting - Oct. 22, 1992 Ordinance No. 6410 AN ORDINANCE ACCEPTING THE BID OF BRINK'S INCORPORATED FOR THE ANNUAL CARRIER SERVICE OF BANK DEPOSITS CONTRACT AND AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF FIVE THOUSAND EIGHT HUNDRED EIGHT AND N01100 ($5,808.00) DOLLARS; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -19) Ordinance No. 6411 AN ORDINANCE ACCEPTING THE BID OF ARROW INDUSTRIES, INC. FOR THE ANNUAL PLASTIC GARBAGE BAG CONTRACT AND AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF SEVENTY -SIX THOUSAND THIRTY -SIX AND 48/100 ($76,036.48) DOLLARS; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -20) Ordinance No. 6412 AN ORDINANCE ACCEPTING THE BID OF KNAPP CHEVROLET, INC. FOR THE PURCHASE OF PATROL CARS AND AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF SEVENTY -SEVEN THOUSAND FOUR HUNDRED AND N01100 ($77,400.00) DOLLARS; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -21) Ordinance No. 6413 AN ORDINANCE ACCEPTING THE BID OF EQUIPMENT HEADQUARTERS, INC. FOR THE PURCHASE OF A BACKHOE LOADER AND AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF THIRTY THOUSAND SEVEN HUNDRED FORTY AND N01100 ($30,740.00) DOLLARS; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -22) Ordinance No. 6414 AN ORDINANCE ACCEPTING THE BID OF KNAPP CHEVROLET, INC. FOR THE PURCHASE OF A 2 -1/2 TON TRUCK WITH UTILITY BED AND AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF THIRTY -TWO THOUSAND NINE HUNDRED EIGHTY -FIVE AND NO 1100 ($32,985.00) DOLLARS; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -23) 921022 -20 Minutes of the Regular Meeting - Oct. 22, 1992 Ordinance No. 6415 AN ORDINANCE ACCEPTING THE BID OF KNAPP CHEVROLET, INC. FOR THE PURCHASE OF AN EIGHT YARD DUMP TRUCK AND AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF THIRTY -TWO THOUSAND EIGHT HUNDRED NINETY -EIGHT AND N01100 ($32,898.00) DOLLARS; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -24) Ordinance No. 6416 AN ORDINANCE ACCEPTING THE BID OF HUNTER KNEPSHIELD CO., AND PERSENAIRE PARK & PLAYGROUND PRODUCTS, INC. FOR THE PURCHASE OF THE GOOSE CREEK STREAM PLAYGROUND EQUIPMENT AND AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF FORTY -ONE THOUSAND NINETY -NINE AND 97/100 ($41,099.97) DOLLARS; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -25) Ordinance No. 6417 AN ORDINANCE OF THE CITY COUNCIL, CITY OF BAYTOWN, TEXAS, AUTHORIZING THE PAYMENT OF FIFTY -FIVE THOUSAND SEVEN HUNDRED NINETY -FIVE AND 57/100 ($55,795.57) DOLLARS AND TRADE IN OF A 1986 FORD F -350, COLLINS TYPE I AMBULANCE TO HOUSTON - GALVESTON AREA COUNCIL FOR THE PURCHASE OF AN AMBULANCE AND A LIFEPAK 10 PACKAGE (HEART MONITOR) ; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -26) Ordinance No. 6418 AN ORDINANCE AUTHORIZING AND APPROVING THE THE AMOUNT OF SIXTEEN THOUSAND AND N01100 THE RESOLUTION TRUST CORPORATION FOR THE (4,8074 ACRES) AND RESERVE B (3.2035 BLOODGOOD SURVEY, ABSTRACT 5, FOR FIRE PROVIDING FOR THE EFFECTIVE DATE HEREOF. 921022 -27) Ordinance No. 6419 EXPENDITURE OF FUNDS IN ($16,000.00) DOLLARS TO PURCHASE OF RESERVE A ACRES) IN THE WILLIAM STATION PROPERTY; AND (Proposed Ordinance No. AN ORDINANCE AUTHORIZING THE PAYMENT OF THE SUM OF FOURTEEN THOUSAND SIX HUNDRED EIGHT AND N01100 ($14,608.00) DOLLARS TO PITNEY BOWES INC. AS THE SOLE SOURCE FOR THE LEASE OF A MAILING SYSTEM; MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -28) 921022 -21 Minutes of the Regular Meeting - Oct. 22, 1992 Ordinance No. 6420 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, CLOSING THAT PORTION OF CROW ROAD IN BROWNWOOD SUBDIVISION ALONG WHICH THE CITY OF BAYTOWN OWNS ALL OF THE PROPERTY; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022- 29) Ordinance No. 6421 AN ORDINANCE DESIGNATING A NO PARKING /TOW AWAY ZONE ALONG A PORTION OF THE NORTH SIDE OF CEDAR BAYOU ROAD ADJOINING THE CEDAR BAYOU JUNIOR HIGH SCHOOL PROPERTY AND BEGINNING A DISTANCE OF 206 FEET FROM THE INTERSECTION OF THE NORTH SIDE OF CEDAR BAYOU ROAD ADJOINING THE CEDAR BAYOU JUNIOR HIGH SCHOOL PROPERTY AND BEGINNING A DISTANCE OF 206 FEET FROM THE INTERSECTION OF THE NORTH SIDE OF CEDAR BAYOU ROAD AND EAST SIDE OF ELVINTA AND CONTINUING EASTERLY ALONG THE NORTH SIDE OF CEDAR BAYOU ROAD A DISTANCE OF 354 FEET; REPEALING ORDINANCES INCONSISTENT HEREWITH; PRESCRIBING A MAXIMUM PENALTY OF TWO HUNDRED AND N01100 ($200.00) DOLLARS FOR EACH VIOLATION; AND PROVIDING FOR THE PUBLICATION AND EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -30) Ordinance No. 6422 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, ESTABLISHING A PRIMA FACIE SPEED LIMIT OF 30 MILES PER HOUR ON TRI- CITY BEACH ROAD FROM ITS INTERSECTION WITH TEXAS AVENUE TO ITS INTERSECTION WITH SPUR 55; ESTABLISHING A MAXIMUM PRIMA FACIE SPEED LIMIT OF 20 MILES PER HOUR FOR MOTOR VEHICLES IN ELEMENTARY AND JUNIOR SCHOOL ZONES; DESIGNATING ELEMENTARY AND JUNIOR SCHOOL ZONES; PROVIDING FOR HOURS OF ENFORCEMENT ON SCHOOL DAYS; AUTHORIZING AND DIRECTING THE PLACEMENT OF SIGNS BY THE DIRECTOR OF PLANNING AND TRAFFIC; REPEALING ORDINANCES INCONSISTENT HEREWITH; CONTAINING A SAVINGS CLAUSE; PRESCRIBING A MAXIMUM PENALTY OF FIVE HUNDRED AND N01100 ($500.00) DOLLARS; AND PROVIDING FOR THE PUBLICATION AND EFFECTIVE DATE HEREOF. (Proposed Ordinance No. 921022 -31) Ordinance No. 6424 AN ORDINANCE DESIGNATING A NO PARKING ZONE ALONG BOTH SIDES OF WHITING AND EAST PEARCE AT THEIR INTERSECTION; REPEALING ORDINANCES INCONSISTENT HEREWITH; PRESCRIBING A MAXIMUM PENALTY OF TWO HUNDRED AND N01100 ($200.00) DOLLARS FOR EACH VIOLATION; AND PROVIDING FOR THE PUBLICATION AND EFFECTIVE DATE THEREOF. (Proposed Ordinance No. 921022 -32) For bid tabulations, see Attachments "C" through "J." 921022 -22 Minutes of the Regular Meeting - Oct. 22, 1992 Consider Appointment to Clean City Commission This appointment will be made at a future meeting. City Managerls Report Brush Pickup - The city manager clarified that council did approve a four week brush pickup schedule for this fiscal year; however, the city is still six weeks away from attaining the equipment necessary to implement the four week pickup. Exxon Growing - Included in the packet was a copy of an article from the Baytown Sun dated October 18, 1992 discussing Exxon Chemical's announcement of plans to consolidate two of the company's Polymers Technology Facilities, moving the operation from Linden, New Jersey to Baytown. This article was faxed to the bond rating companies concerning the recent bond sale. Police Substation - The cleanup at the Police Substation in West Baytown was accomplished on one half day. People from throughout the city participated in the cleanup including council members, city staff, and citizens. Council member Benavides commented that this was a very special day for the people of West Baytown and emphasized the support received from throughout the city. Second Regular Meeting in November - The second regular meeting in November would fall on Thanksgiving Day. On Tuesday, November 24 many staff members and council members will be in Austin. Therefore, if necessary a second council meeting will be held on Monday, November 23. If it is not necessary to hold this meeting, there will not be a second council meeting in November. Annexation of Lynchburg Area - The city manager reported that in light of the recent bond sale, the administration still feels it is not to Baytown's benefit to annex this area. However, annexation of that area will be reviewed on a yearly basis. Quality Management Seminar - Most department heads attended a Quality Management Seminar hosted by Exxon recently. The presenter was Mr. Bill Conway who is well known for his quality management seminars. The staff attended as guests of Exxon and the city manager thanked the company for its interest and generosity. Chief Building Inspector - Jack Cramer, Chief Building Inspector, will retire October 30, 1992. Red Ribbon Activities - The Chamber of Commerce plans to host an Anti -Drug Rally at the Bicentennial Park on Monday. 921022 -23 Minutes of the Regular Meeting - Oct. 22, 1992 Mayorls Report to the Citizens Mayor Credille encouraged everyone to participate in the Anti -Drug Rally to be held at Bicentennial Park at 10:30 a.m. and 12:30 p.m. on Monday. He emphasized that there are many programs directed to help young people with the drug problem. Programs such as the DARE Program and the Gang Task Force, along with several other organizations are available. This is a critical time for the young people of the city and he urged support of these activities to curtail the drug problem. Comments /Questions From Council Council member Alfaro commended the League of Women Voters on the forums that are being held in conjunction with upcoming national, state and county elections. He encouraged everyone to participate. Council member Alfaro also mentioned a meeting that was held on October 19 at the Community Building with about 150 Non - English speaking parents in attendance. Officer Rico Garcia from Houston was present along with Chief Shaffer and officers from Baytown. About 20 or 30 minutes was used to inform the group of Operation Valdez. A one page summary of the program, plus more information about gangs will be hand delivered to the Hispanic community. He thanked Chief Shaffer for his efforts in this regard. Council member Benavides invited people to get involved with the Gang Task Force. Volunteers are needed to work so that when people call, information can be given as to what events are being scheduled. Adjourn There being no further business to be transacted, the meeting was adjourned. Eileen P. Hall City Clerk Attachment "A" ORDINANCE NO. 6393 ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF BAYTOWN GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 1992; APPROPRIATING THE PROCEEDS OF SALE THEREOF FOR REFUNDING OUTSTANDING BONDS, WATERWORKS SYSTEM IMPROVEMENTS, A PUBLIC WORKS MAINTENANCE FACILITY, PUBLIC BUILDINGS, PARKS, AND STREET IMPROVEMENTS; AUTHORIZING THE ISSUANCE OF CITY OF BAYTOWN MARINA IMPROVEMENT BONDS, SERIES 1992; APPROPRIATING $4,190,000 OF THE PROCEEDS OF SALE THEREOF FOR MARINA IMPROVEMENTS; AND SETTING A HEARING DATE THE STATE OF TEXAS § COUNTIES OF HARRIS AND CHAMBERS § CITY OF BAYTOWN § WHEREAS, the City of Baytown, Texas (the "City ") has heretofore issued its General obligation Refunding Bonds, Series 1985 (the "Outstanding Bonds "); and WHEREAS, the City desires to refund a portion of the Outstanding Bonds in advance of their maturities (the "Refunded Bonds "); and WHEREAS, Article 717k, Vernon's Texas Civil Statutes, as amended (the "Act "), authorizes the City to issue refunding bonds payable from taxes, without an election, for the purpose of refunding the Refunded Bonds in advance of their maturities, and to accomplish such refunding by depositing directly with any paying agent for the Refunded Bonds the proceeds of such refunding bonds, together with other available funds, in an amount sufficient to provide for the payment or redemption of the Refunded Bonds, and provides that such deposit shall constitute the making of firm banking and financial arrangements for the discharge and final payment or redemption of the Refunded Bonds; and WHEREAS, the City desires to authorize the execution of an escrow agreement and provide for the deposit of proceeds of the refunding bonds to pay the Refunded Bonds; and WHEREAS, upon the issuance of the refunding bonds herein authorized and the deposit of funds referred to above, the Refunded Bonds shall no longer be regarded as being outstanding, except for the purpose of being paid pursuant to such deposit, and the pledges, liens, trusts and all other covenants, provisions, terms and conditions of the ordinance authorizing the issuance of the Refunded Bonds shall be, with respect to the Refunded Bonds, discharged, terminated and defeased; and WHEREAS, the Act provides that bonds for other authorized purposes may be issued in combination with refunding bonds issued under the Act in accordance with the procedures set out in the Act, and further provides that to the extent that the provisions of the Act are inconsistent with or in conflict with the provisions of other laws the provisions of the Act are controlling; and WHEREAS, although the refunding contemplated by this Ordinance will result in an increase of $10,513,134.06 in the City's debt service and an increase of $29,957.75 in the present value of such debt service, the City Council believes that such refunding will benefit the city by restructuring its debt to provide immediate tax rate relief for the City and to allow the issuance of authorized bonds on advantageous terms; and WHEREAS, the City desires to issue, in combination with such refunding bonds, as authorized by the Act, $580,000 bonds voted at an election held within the City on June 9, 1981, and $14,505,000 bonds voted at an election held within the City on May 4, 1991; Now, Therefore BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN: 1. Recitals; Consideration. It is hereby found and determined that the matters and facts set out in the preamble to this Ordinance are true and correct. It is hereby found and determined that the refunding contemplated in this Ordinance will benefit the City by restructuring the debt service payable by the City, to provide immediate tax relief and allow the issuance of authorized bonds on advantageous terms, and that such benefits are sufficient consideration for the refunding of the Refunded Bonds. 2. Definitions. Throughout this Ordinance the following terms and expressions as used herein shall have the meanings set forth below: The term "Acts" shall mean Articles 717k and 823, Vernon's Texas Civil Statutes, as amended. The term "AMBAC Indemnity" shall mean AMBAC Indemnity Corporation, a Wisconsin - domiciled stock insurance company. The term "Bonds" shall mean the General Obligation Bonds and the Marina 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, or a day on which the Registrar is authorized by law or executive order to close, or a legal holiday. The term "City" shall mean the City of Baytown, Texas. -2- 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 "Escrow Agent" shall mean First City, Texas- Houston, N.A., Houston, Texas. The term "Escrow Agreement" shall mean the agreement between the City and the Escrow Agent relating to the escrow of funds to pay the Refunded Bonds. The term "General Obligation Bonds" shall mean the City of Baytown, Texas, General Obligation and Refunding Bonds, Series 1992 authorized in this Ordinance, unless the context clearly indicates otherwise. The term "Interest and Sinking Funds" shall mean the interest and sinking funds for payment of the Bonds established by the City in Section 19 of this ordinance. The term "Interest Payment Date ", when used in connection with any Bond, shall mean February 1, 1993, and each August 1 and February 1 thereafter until maturity or earlier redemption. The term "Marina Bonds" shall mean the City of Baytown, Texas, Marina Improvement Bonds, Series 1992 authorized in this ordinance, unless the context clearly indicates otherwise. The term "Municipal Bond Guaranty Insurance Policy" shall mean the municipal bond guaranty insurance policy or policies issued by AMBAC Indemnity insuring the payment when due of the principal of and interest on the Bonds as provided therein. The term "Ordinance" as used herein and in the Bonds shall mean this ordinance authorizing the Bonds. The term "Owner" shall mean, with respect to each series of Bonds, any person who shall be the registered owner of any outstanding Bond of such series. The term "Paying Agent" shall mean the Registrar. The term "Record Date" shall mean the fifteenth (15th) day of the month next preceding each Interest Payment Date. The term "Refunded Bonds" shall mean the following bonds of the City's General Obligation Refunding Bonds, Series 1985, dated -3- December 1, 1985, in the aggregate principal amount of $12,125,000, maturing on February 1: Year Principal Amount 1993 $ 220,000 1994 765,000 1995 1,580,000 1996 2,085,000 1997 21345,000 1998 2,485,000 1999 2,645,000 The term "Registers" shall mean the books of registration kept by the Registrar for the General Obligation Bonds and for the Marina Bonds, in which are maintained the names and addresses of, and the principal amounts of bonds registered to, each Owner. The term "Registrar" shall mean First City, Texas- Houston, N.A., Houston, Texas, and its successors in that capacity. The term "Report" shall mean the report of Ernst & Young, Certified Public Accountants, verifying the accuracy of certain mathematical computations relating to the Bonds and the Refunded Bonds. The term "Underwriters" shall mean Masterson Moreland Sauer Whisman, Inc., First Southwest Company, Rauscher Pierce Refsnes, Inc., Coastal Securities Ltd. and M.E. Allison & Co., Inc. 3. Authorization. (a) The General Obligation Bonds shall be issued, pursuant to the Acts, in fully registered form in the principal amount of Twenty -Four Million Seven Hundred Thirty Thousand Dollars ($24,730,000). The estimated maximum costs, the amount appropriated, and the purposes for which the General Obligation Bonds are issued are: $13,835,000 for refunding the Refunded Bonds; $440,000 for constructing improvements to the City's waterworks system; $250,000 for the purchase of land for and construction of a public works maintenance facility; $2,760,700 for constructing, improving, and permanently equipping public buildings; $650,000 for improving lands for park purposes, including improvements along Goose Creek stream; and $6,794,300 for the construction and improvement of City streets. (b) The Marina Bonds shall be issued, pursuant to Article 823, Vernon's Texas Civil Statutes, as amended, in fully registered -4- form in the principal amount of Four Million One Hundred Ninety Thousand Dollars ($4,190,000), which is the estimated maximum cost and the amount appropriated, for the purpose of constructing a public marina. 4. Designation. Date. and Interest Payment Dates. The Bonds shall be designated as "CITY OF BAYTOWN, TEXAS, GENERAL OBLIGATION AND REFUNDING BONDS, SERIES 1992" and "CITY OF BAYTOWN, TEXAS, MARINA IMPROVEMENT BONDS, SERIES 199211, and shall be dated November 1, 1992. The Bonds shall bear interest at the rates set forth in Section 5 of this Ordinance from the later of November 1, 1992, or the most recent Interest Payment Date to which such interest has been paid or duly provided for, calculated on the basis of a 360 day year of twelve 30 day months, interest payable on February 1, 1993, and semiannually thereafter on August 1 and February 1 of each year until maturity or prior redemption. 5. Initial Bonds: Numbers and Denominations. The Bonds shall be initially issued bearing the numbers, in the principal amounts, and bearing interest at the rates set forth in the following schedules, 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 schedules. 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. GENERAL OBLIGATION BONDS Bond Principal Interest Number Year Amount Rate R- 1 1995 $ 365,000 4.20% R- 2• 1996 380,000 4.50% R- 3 1997 400,000 4.90% R- 4 1998 420,000 5.10% R- 5 1999 440,000 5.125% R- 6 2000 485,000 5.375% R- 7 2001 605,000 5.625% R- 8 2002 710,000 5.75% R- 9 2003 840,000 5.80% R -10 2004 1,390,000 6.00% R -11 2005 1,475,000 6.125% R -12 2006 1,470,000 6.20% R -13 2008 50225,000 6.40% R -14 2012 10,525,000 6.40% -5- 6. Execution of Bonds; Seal. The Bonds shall be signed 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. 7. Agproval 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 certificates of the Comptroller, substantially in the form provided in Section 17 of this Ordinance, shall be attached or affixed to the Bonds to be initially issued. 8. 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, -6- MARINA BONDS Bond Principal Interest Number Year Amount Rate R- 11 1995 $115,000 7.875% R- 2 1996 125,000 7.875% R- 3 1997 135,000 7.875% R- 4 1998 145,000 7.875% R- 5 1999 160,000 7.875% R- 6 2000 170,000 7.875% R- 7 2001 185,000 7.875% R- 8 2002 200,000 7.875% R- 9 2003 215,000 6.30% R -10 2004 230,000 6.50% R -11 2005 245,000 6.60% R -12 2006 260,000 6.70% R -13 2007 280,000 6.70% R -14 2008 300,000 6.70% R -15 2009 320,000 6.70% R -16 2010 345,000 6.75% R -17 2011 365,000 6.75% R -18 2012 395,000 6.75% 6. Execution of Bonds; Seal. The Bonds shall be signed 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. 7. Agproval 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 certificates of the Comptroller, substantially in the form provided in Section 17 of this Ordinance, shall be attached or affixed to the Bonds to be initially issued. 8. 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, -6- substantially in the forms provided in Section 17 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. 9. Payment of Principal and Interest. The Registrar is hereby appointed as the paying agent and registrar for the Bonds. The principal of the Bonds shall be payable, without exchange or collection charges, in any coin or currency of the United States of America which on the date of payment is legal tender for the payment of debts due the United States of America, upon their presentation and surrender as they respectively become due and payable, whether at maturity or by prior redemption, at the principal corporate trust office of the Registrar. The interest on each Bond shall be payable on each Interest Payment Date, by check mailed by the Registrar on or before the Interest Payment Date to the Owner of record as of the Record Date, to the address of such Owner as shown on the Registers, 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 payment was originally due. 10. Successor Registrars. The City covenants that at all times while any Bonds are outstanding it will provide a national or state banking corporation, organized under the laws of the United States or any State, with trust powers and subject to supervision or examination by federal or state authority 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 Registers 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. 11. 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 -7- 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. 12. Ownership: Unclaimed Principal and Interest. The City, the Registrar and any other person may treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment of the principal of or interest on such Bond, and for all other purposes, whether or not such Bond is overdue, and neither the City nor the Registrar shall be bound by any notice or knowledge to the contrary. All payments made to the person deemed to be the Owner of any Bond in accordance with this Section 12 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. 13. Registration, Transfer, and Exchange. So long as any Bonds remain outstanding, the Registrar shall keep the Registers 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 for transfer, the Registrar shall authenticate and deliver in exchange therefor, within three 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 series, maturity and aggregate principal amount and bearing interest at the same rate as the Bond or Bonds so presented. -8- All Bonds shall be exchangeable upon presentation and surrender thereof at the principal corporate trust of f ice of the Registrar for a Bond or Bonds of the same series, 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 13. Each Bond delivered in accordance with this Section 13 shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such Bond is delivered. The City or the 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. 14. mutilated. Lost, or Stolen Bonds. Upon the presentation and surrender to the Registrar of a mutilated Bond, the Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like series, 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 series, 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 suf f icient 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. 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 -9- 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 14 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. 15. Cancellation of Bonds. All Bonds paid in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance herewith, shall be cancelled and destroyed upon the making of proper records regarding such payment. The Registrar shall furnish the City with appropriate certificates of destruction of such Bonds. 16. Redemption. The City reserves the right to redeem Bonds prior to maturity, in whole or from time to time in part, on February 1•, 2002, or on any date thereafter at a price of par plus accrued interest on the Bonds called for redemption to the date fixed for redemption. If less than all of the Bonds of a series are redeemed, the particular bonds or portions thereof to be redeemed shall be selected by the City. The General Obligation Bonds maturing in the years 2008 and 2012 are also subject to mandatory redemption by lot on the dates, in the amounts, for the prices, and in the manner set out in the form of General Obligation Bonds. 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 -10- only in integral multiples of $5,000. Upon surrender of any Bond for redemption in part, the Registrar, in accordance with Section 13 hereof, shall authenticate and deliver in exchange therefor a Bond or Bonds of like series, 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 serding written notice by first class mail to the owner of each Bond to be redeemed in whole or in part at the address shown on the Register. Such notices shall state the redemption date, the redemption price, the place at which Bonds are to be surrendered for payment and, if less than all Bonds outstanding of a particular maturity of any series are to be redeemed, the numbers of the Bonds or portions thereof of such series and maturity to be redeemed. Any notice given as provided in this Section 16 shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. 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 same as herein provided, the Bonds or portions thereof so redeemed shall no longer be regarded as outstanding except for 'the purpose of receiving payment solely from the funds so provided for redemption, and the rights of the Owners to collect interest which would otherwise accrue after the redemption date on any Bond or portion thereof called for redemption shall terminate on the date fixed for redemption. 17. Forms. The forms of the Bonds, including the forms of the Registrar's Authentication Certificate, the forms of Assignment, forms of insurance -legend, and the forms of Registration Certificate of the Comptroller, 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 be necessary or desirable and not prohibited by this Ordinance: NUMBER R- REGISTERED United States of America State of Texas -11- DENOMINATION S REGISTERED CITY OF BAYTOWN, TEXAS GENERAL OBLIGATION AND REFUNDING BOND SERIES 1992 INTEREST RATE: MATURITY DATE: REGISTERED OWNER: PRINCIPAL AMOUNT: ISSUE DATE: CUSIP: November 1, 1992 ro s)00`Z� The City of Baytown, Texas (the "City ") promises to pay to the registered owner identified above, or registered assigns, on the date specified above, upon presentation and surrender of this Bond at the principal corporate trust office of First City, Texas - Houston, N.A., Houston, Texas (the "Registrar "), the principal amount identified above, payable in any coin or currency of the United States of America which on the date of payment 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 November 1, 1992, 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, 1993, mailed to the registered owner of record as of the fifteenth (15th) 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 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, this Bond has been signed with the manual or facsimile signature of the Mayor and countersigned with the manual or facsimile signature of the City Clerk, and the official -12- 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 aggregating $24,730,000 (the "Bonds "), issued for th e refunding a portion of the City's outstanding bonds following purposes: of Bonds, purpose of and for the constructing improvements to the City's waterworks system; the purchase of land for and construction of a public works maintenance facility; constructing, improving, and permanently equipping public buildings; improving lands for park purposes, including improvements along Goose Creek stream; and the construction and improvement of City streets, authorized at elections held in the City on June 9, 1981 and May 4, 1991, and pursuant to an ordinance adopted by the City on October 22, 1992 (the "Ordinance "). THE CITY RESERVES THE RIGHT to redeem Bonds maturing on and after February 1, 2003, in whole or-from time to time in part, in integral multiples of $5,000, on February 1, 2002, or any date thereafter- at par and 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. The Bonds maturing in the years 2008 and 2012 (the "Term Bonds ") are also subject to mandatory redemption at par plus accrued interest on the principal amounts redeemed, on the following dates and in the following amounts: -13- REDEMPTION MATURITY DATE AMOUNT 2008 February 1, 2007 $2,530,000 2012 February 1, 2009 $2,870,000 February 1, 2010 $3,060,000 February 1, 2011 $3,265,000 On or before January 1 of each year in which Term Bonds are to be mandatorily redeemed, the Registrar shall select, by lot or other random method the particular Term Bonds to be mandatorily redeemed on the following February 1 and give notice of such redemption. The principal amount of Term Bonds of each maturity to be mandatorily redeemed in each year shall be reduced by the principal amount of Term Bonds of such maturity which have been optionally redeemed on or before January 1 of such year and which have not been made the basis for a previous reduction. 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 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. 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. THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit under the Ordinance unless this Bond is either (i) registered by the Comptroller of Public Accounts of the State of Texas by registration certificate attached or affixed hereto or (ii) authenticated by the Registrar by due execution of the authentication certificate endorsed hereon. -14- 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, scited and covenanted that this Bond has been duly and validly _sued 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. WITNESS MY SIGNATURE AND SEAL this xxxxxxxxxx (SEAL) Comptroller of Public Accounts 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 Bond Ordinance described in the text of this Bond. First City, Texas - Houston, N.A. By Authorized Signature -15- Date of Authentication 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. Municipal Bond Guaranty Insurance Policy No. (the "Policy ") with respect to payments due for principal of and interest on this bond has been issued by AMBAC Indemnity Corporation (" AMBAC Indemnity "). The policy has been delivered to the United States Trust Company of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from AMBAC Indemnity or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this bond acknowledges and consents to the subrogation rights of AMBAC Indemnity as more fully set forth in the Policy. -16- • • JL-VIZ44 • United States of America State of Texas NUMBER DENOMINATION R- $ REGISTERED REGISTERED CITY OF BAYTOWN, TEXAS MARINA IMPROVEMENT BOND SERIES 1992 INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: November 1, 1992 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Baytown, Texas (the "City ") promises to pay to the registered owner identified above, or registered assigns, on the date specified above, upon presentation and surrender of this Bond at the principal corporate trust office of First City, Texas - Houston, N.A., Houston, Texas (the "Registrar "), the principal amount identified above, payable in any coin or currency of the United States of America which on the date of payment 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 November 1, 1992, 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, 1993, mailed to the registered owner of record as of the fifteenth (15th) 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 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, this Bond has been signed with the manual or facsimile signature of the Mayor and countersigned with the manual or facsimile signature of the City Clerk, and the official -17- seal of the City has been duly impressed, or placed in facsimile, on this Bond. (AUTHENTICATION (SEAL) CITY OF BAYTOWN, TEXAS CERTIFICATE) Mayor City Clerk (Back Panel of Bond) THIS BOND is one of a duly authorized issue of Bonds, aggregating $4,190,000 (the "Bonds "), issued for the purpose of constructing a public marina, authorized at an election held in the City on May 4, 1991, and pursuant to an ordinance adopted by the City on October 22, 1992 (the "Ordinance "). THE CITY RESERVES THE RIGHT to redeem Bonds maturing on and after February 1, 2003, in whole or from time to time in part, in integral multiples of $5,000, on February 1, 2002, or any date thereafter at par and 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 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. 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. -18- 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. WITNESS MY SIGNATURE AND SEAL this (SEAL) -19- xxxxxxxxxx Comptroller of Public Accounts of the State of Texas W-9 Form of Registrar's Authentication Certificate AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been delivered pursuant to the Bond Ordinance described in the text of this Bond. First City, Texas - Houston, N.A. By Authorized Signature Date of Authentication 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. 17-11 Municipal Bond Guaranty Insurance Policy No. (the "Policy ") with respect to payments due for principal of and interest on this bond has been issued by AMBAC Indemnity Corporation ( "AMBAC Indemnity "). The policy has been delivered to -20- the United States Trust Company of New York, New York, New York, as the Insurance Trustee under said Policy and will be held by such Insurance Trustee or any successor insurance trustee. The policy is on file and available for inspection at the principal office of the Insurance Trustee and a copy thereof may be secured from AMBAC Indemnity or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this bond acknowledges and consents to the subrogation rights of AMBAC Indemnity as more fully set forth in the Policy. 18. Legal Opinions; Cusip Numbers; Bond Insurance. The approving opinions of Vinson & Elkins L.L.P., Houston, Texas, and CUSIP Numbers may be printed on the Bonds, but errors or omissions in the printing of such opinions or such numbers shall have no effect on the validity of the Bonds. The purchase of and payment of the premium for municipal bond insurance by the City, in accordance with the terms of a commitment for such insurance presented to and hereby approved by the City Council is hereby authorized. All officials and representatives of the City are authorized and directed to execute such documents and to do any and all things necessary or desirable to obtain such insurance, and the printing on the Bonds of an appropriate legend regarding such insurance is hereby approved. 19. Interest and Sinking Funds: Tax Lever. There are hereby established separate funds of the City to be known as the City of Baytown, Texas, General Obligation and Refunding Bonds, Series 1992 Interest and Sinking Fund and City of Baytown, Texas, Marina Improvement Bonds, Series 1992 Interest and Sinking Fund, which shall be kept separate and apart from all other funds of the City. The proceeds from all taxes levied, assessed and collected for and on account of the General Obligation Bonds and Marina Bonds authorized by this Ordinance shall be deposited, as collected, into the respective 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 assessed and collected in due time, form and manner, and at the same time as other City taxes are assessed, levied and collected, in each year, beginning with the current year, a continuing direct annual ad valorem tax, within the limits prescribed by law, upon all taxable property in the City, sufficient to pay the current interest on the Bonds as the same becomes due and to provide and maintain a sinking fund for each series of not less than two percent of the principal amount of the Bonds of such series or the amount required to pay each installment of principal of the Bonds of such series as the same matures, whichever is greater, full allowance being made for delinquencies and costs of collection, and said taxes are hereby irrevocably -21- pledged to the payment of the interest on and principal of the Bonds for which they are levied, respectively, and to no other purpose. To pay the debt service coming due on the Bonds prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount sufficient to pay such debt service, and such amount shall be used for no other purpose. 20. Further Proceedings. After the Bonds to be initially issued have been executed, it shall be the duty of the Mayor and other appropriate officials and agents of the City to deliver the Bonds to be initially issued and all pertinent records and proceedings to the Attorney General of the State of Texas, for examination and approval. After the Bonds to be initially issued 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 Certificates prescribed herein and the seal of said Comptroller shall be impressed, or placed in facsimile, thereon. 21. Sale: Bond Purchase Agreement. The Bonds are hereby sold and shall be delivered to the Underwriters at a price of $28,348,324.20 plus accrued interest to the date of delivery, in accordance with the terms of a bond purchase agreement of even date herewith, presented to and hereby approved by the City Council, which price and terms are hereby found and determined to be the most advantageous reasonably obtainable by the City. The Mayor and other appropriate officials of the City are hereby authorized and directed to execute such bond purchase agreement on behalf of the City, and the Mayor and all other officers, agents and representatives of the City are hereby authorized to do any and all things necessary or desirable to satisfy the conditions set out therein and to provide for the issuance and delivery of the Bonds. 22. 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 -22- W with each requirement of this Section 22; provided, however, that the City shall not be required to comply with any particular requirement of this Section 22 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 22 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 22. (b) Use of Proceeds. The City covenants and agrees that its use of the Net Proceeds of the Bonds and the Refunded Bonds will at all times satisfy the following requirements: (i) The City will use all of the Net Proceeds of the Bonds to (A) acquire Escrowed Securities (as hereinafter defined) sufficient to pay the principal of and interest on the Refunded Bonds, (B) for the purpose of constructing various permanent improvements in the City (the "New Money Portion of the Bonds "), and (C) to pay the costs of issuing the Bonds, except for amounts, if any, described in the Report as the rounding amount and the ending cash balance in the Escrow Fund (as hereinafter defined). The City has limited and will limit the amount of original or investment proceeds of the Refunded Bonds and the New Money Portion 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 Refunded Bonds and the New Money Portion of the Bonds, respectively ( "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" 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 Refunded Bonds or the Bonds in any manner contrary to the guidelines set forth in -23- 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 has not permitted and will not permit more than five percent of the Net Proceeds of the Refunded Bonds or the New Money Portion 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 such Refunded Bonds or the New Money Portion of the Bonds. Further, the amount of private -use proceeds of the Refunded Bonds or the New Money Portion of the Bonds in excess of five percent of the Net Proceeds of the Refunded Bonds or the New Money Portion of the Bonds ( "excess private -use proceeds ") did not and will not exceed the proceeds of the Refunded Bonds or the New Money Portion of the Bonds expended for the governmental purpose of the Refunded Bonds or the New Money Portion of the Bonds to which such excess private -use proceeds relate; (iii) The City has not permitted and will not permit an amount of proceeds of the Refunded Bonds or the New Money Portion of the Bonds exceeding the lesser of (a) $5,000,000 or (b) five percent of the Net Proceeds of the Refunded Bonds or the New Money Portion of the Bonds to be used, directly or indirectly, to finance loans to persons other than governmental units. When used in this Section 22, the term Net Proceeds of the Bonds and the Refunded Bonds shall mean the proceeds from the sale of each issue of the Bonds and the Refunded Bonds, respectively, including investment earnings on the proceeds of such issue, less accrued interest with respect to such issue. (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 New Money Portion of the Bonds -24- 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 New Money Portion 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. Furthermore, the City represents that not more than 50 percent of the proceeds of the Refunded Bonds (including any issue of bonds refunded by the Refunded Bonds) was 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 expected at the time the Refunded Bonds (including any issue of bonds refunded by the Refunded Bonds) was issued that at least 85 percent of the spendable proceeds of such issue would be used to carry out the governmental purposes of Bch issues within the corresponding three -year period beginning on the date of issue of such Refunded Bonds. (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 obligations of the City or moneys which do not represent gross proceeds of any obligations 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, -25- 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. 24. Payment Pursuant to Municipal Bond Guaranty Insurance Policy. As long as the Municipal Bond Guaranty Insurance Policy shall be in full force and effect, the City and the Registrar agree to comply with the following provisions: (a) if payment of principal or interest due on the Bonds has not been made to the Registrar, the Registrar or any Owner to whom such payment is due, shall so notify AMBAC Indemnity by telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by registered or certified mail. Such notice shall specify the amount of the anticipated deficiency, the Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both. AMBAC Indemnity, on the later of the date due for payment or within one Business Day after receipt of notice of nonpayment, will deposit. sufficient moneys with United States Trust Company of New York, as insurance trustee for AMBAC Indemnity or any successor insurance trustee (the "Insurance Trustee"). (b) the Registrar shall, after giving notice to AMBAC Indemnity as provided in (a) above, make available to AMBAC Indemnity and, at AMBAC Indemnity's direction, to the Insurance Trustee, the Bond Register and all records relating to the Funds and Accounts maintained under this Ordinance. (c) the Registrar shall provide AMBAC Indemnity and the Insurance Trustee with a list of registered owners of Bonds entitled to receive principal or interest payments from AMBAC Indemnity under the terms of the Municipal Bond Guaranty Insurance -26- Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered Owners of Bonds entitled to receive full or partial interest payments from AMBAC Indemnity and (ii) to pay principal upon Bonds surrendered to the Insurance Trustee by the registered Owners of Bonds entitled to receive full or partial principal payments from AMBAC Indemnity. (d) the Registrar shall, at the time it provides notice to AMBAC Indemnity pursuant to (a) above, notify registered Owners of Bonds entitled to receive the payment of principal or interest thereon from AMBAC Indemnity (i) as to the fact of such entitlement, (ii) that AMBAC Indemnity will remit to them all or a part of the interest payments next coming due, (iii) that should they be entitled to receive full payment of principal from AMBAC Indemnity, they must present and surrender their Bonds together with any appropriate instrument of assignment for payment to the Insurance Trustee, and not the Registrar and (iv) that should they be entitled to receive partial payment of principal from AMBAC Indemnity, they must present and surrender their Bonds for payment thereon first to the Registrar, who shall note on such Bonds the portion of the principal paid by the Registrar, and then, along with an appropriate instrument of assignment, to the Insurance Trustee, which will then pay the unpaid portion of principal. The Insurance Trustee shall disburse to registered Owners of Bonds or the Registrar, the payment due less any amount held by the Registrar for payment of principal of or interest on Bonds and legally available therefor. (e) in the event that the Registrar has notice that any payment of principal of or interest on a Bond which has become due for payment and which is made to a Bond Owner by and on behalf of the City has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of - a court having competent jurisdiction, the Registrar shall, at the time AMBAC Indemnity is notified pursuant to (a) above, notify all registered Owners that in the event that any registered Owner's payment is so recovered, such registered Owner will be entitled to payment from AMBAC Indemnity to the extent of such recovery if sufficient funds are not otherwise available, and the Registrar shall furnish to AMBAC Indemnity its records evidencing the payments of principal of and interest on the Bonds which have been made by the Registrar and subsequently recovered from registered Owners and the dates on which such payments were made. (f) in addition to those rights granted AMBAC Indemnity under this Ordinance, AMBAC Indemnity shall, upon remittance and transfer of Bonds and appropriate instruments of assignment, become the Owner thereof, and to evidence such ownership (i) in the case of -27- claims for past due interest, the Registrar shall note AMBAC Indemnity's rights as Owner on the Register upon receipt from AMBAC Indemnity of proof of the payment of interest thereon to the registered Owners of the Bonds and (ii) in the case of claims for past due principal, the Registrar shall note AMBAC Indemnity's rights as Owner on the Register upon surrender of the Bonds by the registered Owners thereof together with proof of the payment of principal thereof. 24. AMBAC Consent. Any provision of this Ordinance expressly recognizing or granting rights in or to AMBAC Indemnity may not be amended in any manner which affects the rights of AMBAC Indemnity hereunder without the prior written consent of AMBAC Indemnity. 25. AMBAC Subrogation. In the event that the principal and /or interest due on the Bonds shall be paid by AMBAC Indemnity pursuant to the Municipal Bond Guaranty Insurance Policy, the Bonds shall remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the City and all covenants, agreements and other obligations of the City to the Owners shall continue to exist and shall run to the benefit of AMBAC Indemnity, and AMBAC Indemnity shall be subrogated to the rights of such Owners. •26. Notices to be Given to AMBAC Indemnity. While the Municipal Bond Guaranty Insurance Policy is in effect, the City shall furnish to AMBAC Indemnity: (a) as soon as practicable of any financial statement of the annual report of the City. after the filing thereof, a copy City and a copy of any audit and (b) a copy of any notice to be given to the Owners of the Bonds, including, without limitation, notice of any redemption or defeasance of Bonds, and any certificate rendered pursuant to this Ordinance relating to the security for the Bonds; and (c) such additional information it may reasonably request. The City will permit AMBAC Indemnity to discuss the affairs, finances and accounts of the City or any information AMBAC Indemnity may reasonably request regarding the security for the Bonds with appropriate officers of the City. The City will permit AMBAC Indemnity to have access to and to make copies of all books and records relating to the Bonds at any reasonable time. 27. Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity other than the City, AMBAC Indemnity, the Registrar, and the Owners of the Bonds, any right, remedy or claim under or by reason -28- of this Ordinance or any covenant, condition or stipulation hereof, and all such covenants, stipulations, promises and agreements herein by the City shall be for the sole and exclusive benefit of the City, AMBAC Indemnity, the Registrar, and the Owners of the Bonds. 28. Use of Proceeds. Proceeds from the sale of the Bonds shall, promptly upon receipt by the City, be applied as follows: (a) Accrued interest for each series shall be deposited into the Interest and Sinking Fund for such series and invested only in direct obligations of the United States of America. (b) $10,895,000 from the proceeds of the General Obligation Bonds shall be used for the following purposes: constructing improvements to the City's waterworks system; the purchase of land for and construction of a public works maintenance facility; constructing, improving, and permanently equipping public buildings; improving lands for park purposes, including improvements along Goose Creek stream; and the construction and improvement of City streets. Earnings on such investments may be transferred to the General Obligation and Refunding Bonds Interest and Sinking Fund. (c) $4,190,000 from the proceeds of the Marina Bonds shall be used for the purpose of constructing a public marina. Earnings on such investments may be transferred to the Marina Improvement Bonds Interest and Sinking Fund. (d) The balance of the proceeds from the sale of the Bonds shall be applied to establish an escrow fund to refund the Refunded Bonds, as more fully provided below, and, to the extent not otherwise provided for, to pay all expenses arising in connection with the issuance of the Bonds, the establishment of such escrow fund and the refunding of the Refunded Bonds. Any proceeds of the Bonds remaining after making all such deposits and payments shall be deposited into the General Obligation and Refunding Bond Interest and Sinking Fund. -29- 29. Escrow Agreement. The discharge and defeasance of the Refunded Bonds shall be effectuated pursuant to the terms and provisions of an Escrow Agreement to be entered into by and between the City and First City, Texas - Houston, N.A., Houston, Texas, as Escrow Agent, which shall be substantially in the form attached hereto as Exhibit A, the terms and provisions of which are hereby approved, subject to such insertions, additions and modifications as shall be necessary (a) to carry out the program designed for the City by the Underwriters, and which shall be certified as to mathematical accuracy by Ernst & Young, Certified Public Accountants, whose Report shall be attached to the Escrow Agreement (b) to maximize the City's present value savings and /or to minimize the City's costs of refunding, (c) to comply with all applicable laws and regulations relating to the refunding of the Refunded Bonds and (d) to carry out the other intents and purposes of this Ordinance, and the Mayor or Mayor Pro Tem is hereby authorized to execute and deliver such Escrow Agreement on behalf of the City in multiple counterparts and the City Clerk or an Assistant City Clerk is hereby authorized to attest thereto and affix the City's seal. 30. Redemption of Refunded Bonds. The City hereby irrevocably calls the following bonds of the City for redemption prior to maturity on the date shown below, at a price of par plus accrued interest to the date fixed for redemption, and authorizes and directs the Paying Agent for such bonds to select the particular bonds to be redeemed and to give notice of such redemption in accordance with the ordinance authorizing the issuance of such bonds: issue Maturity Amount Redemption Date General Obl. 1995 $1,5800000 February 1, 1994 Refunding Bonds, 1996 21085,000 February 1, 1994 Series 1985 1997 213450000 February 1, 1994 1998 2,485,000 February 1, 1994 1999 2l645,000 February 1, 1994 31. Purchase of United States Treasury Obligations. To assure the purchase of the Escrowed Securities referred to in the Escrow Agreement, the Mayor or Mayor Pro Tem, the Director of Finance, and the Escrow Agent are hereby authorized to subscribe for, agree to purchase, and purchase non - callable obligations of the United States of America, in such amounts and maturities and bearing interest at such rates as may be provided for in the Report, and to execute any and all subscriptions, purchase agreements, commitments, letters of authorization and other documents necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are hereby ratified and approved. -30- FA 32. Related Matters. To satisfy in a timely manner all of the City's obligations under this Ordinance, the bond purchase agreement, and the Escrow Agreement, the Mayor or Mayor Pro Tem, the Director of Finance, the City Clerk or an Assistant City Clerk, and all other appropriate officers and agents of the City are hereby authorized and directed to take all other actions that are reasonably necessary to provide for the refunding of the Refunded Bonds, including, without limitation, executing and delivering on behalf of the City all Bonds, consents, receipts, requests, and other documents as may be reasonably necessary to satisfy the City's obligations under the Escrow Agreement, the Bond Purchase Agreement, and this Ordinance and to direct the application of funds of the City consistent with the provisions of such Escrow Agreement and this Ordinance. 33. Registrar. The forms of agreements setting forth the duties of the Registrar are hereby approved, and the appropriate officials of the City are hereby authorized to execute such agreements for and on behalf of the City. 34. Official Statement. The City Council 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 bond purchase agreement with the Underwriters and other relevant matters. The use of such Official Statement in the reoffering of the Bonds by the Underwriters 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. 35. 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. 36. Public Hearing. To comply with the provisions of the Code, there shall be given, as required by the Code, notice of a public hearing to be conducted at 6:45 p.m. on November 12, 1992, in the Council Chambers, 2401 Market Street, Baytown, Texas, with respect to the Marina Bonds. The Mayor is hereby designated as Hearing Officer and appointed to conduct such public hearing. 37. 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. -31- PASSED AND APPROVED this 22nd day of October, 1992. ATTEST: City Clerk CITY OF BAYTOWN, TEXAS (SEhL) -32- ayor CITY F AYTOWN, TEXAS EXHIBIT A ESCROW AGREEMENT THIS ESCROW AGREEMENT (the "Escrow Agreement ") dated for convenience October 22, 1992, but effective on the Escrow Funding Date described herein, is made and entered into by and between the City of Baytown, Texas, an incorporated city of the State of Texas (the "City ") , and First City, Texas- Houston, N.A., Houston Texas (the "Escrow Agent "). WHEREAS, the City has heretofore issued and there remain outstanding the City's General Obligation Refunding Bonds, Series 1985, dated December 1, 1985 (the "Outstanding Bonds "); and WHEREAS, the City desires to refund in advance of maturity a portion of such outstanding Bonds in the aggregate principal amount of $12,125,000 (the "Refunded Bonds "); and WHEREAS, Article 717k, Vernon's Texas Civil Statutes, as amended, authorizes and empowers the City to issue, sell and deliver refunding bonds payable from ad valorem taxes and to deposit the proceeds of such bonds, together with other funds, with a place of payment for the Refunded Bonds in an amount which is sufficient to provide for the payment or redemption of the principal of and interest on the Refunded Bonds; and WHEREAS, the City Council of the City has adopted an ordinance authorizing the issuance of the City's General Obligation and Refunding Bonds, Series 1992, in the aggregate principal amount of $24,730,000 (the "Refunding Bonds ") , for the purpose, among others, of providing the funds necessary to refund the Refunded Bonds; and WHEREAS, the City Council of the City has further determined to effectuate the advance refunding of the Refunded Bonds pursuant to this Escrow Agreement, under which provision is made for the safekeeping, investment, reinvestment, administration and disposition of the proceeds of the Refunding Bonds, so as to provide firm banking and financial arrangements for the discharge and final payment or redemption of the Refunded Bonds; NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to secure the full and timely payment of the principal of and the interest on the Refunded Bonds, the City and the Escrow Agent agree as follows: Year Principal Amount 1993 $ 220,000 1994 765,000 1995 1,580,000 1996 21085,000 1997 2,345,000 1998 2,485,000 1999 2,645,000 "Refunding Bonds" shall mean the City's General Obligation and Refunding Bonds, Series 1992, dated November 1, 1992, in the initial aggregate principal amount of $24,730,000. "Refunding Bond Ordinance" shall mean the City's Ordinance adopted October 22, 1992, authorizing the issuance, sale and delivery of the Refunding Bonds. "Report" shall mean the verification report prepared by Ernst & Young relating to the advance refunding of the Refunded Bonds, a copy of which is attached hereto as Exhibit A, and any subsequent report required by Section 5.02. Section 1.02. Inter2retat ions. The titles and headings of the articles and sections of this Escrow Agreement have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Escrow Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of .providing for the refunding of the Refunded Bonds in accordance with applicable law. ARTICLE II Section 2.01. Deposits with Escrow Agent; Accmisition of Escrowed Securities. On the Escrow Funding Date the City will deposit, or cause to be deposited, with the Escrow Agent the following: (a) Escrowed Securities in the principal amount of $ ; and (b) A beginning cash balance of $ -3- ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise, the following terms shall have the respective meanings specified below for all purposes of this Escrow Agreement: "City" shall mean the City of Baytown, Texas, and any successor to its duties and functions. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder and under the Internal Revenue Code of 1954. "Escrow Agent" shall mean First City, Texas - Houston, N.A., Houston, Texas, in its capacity as escrow agent hereunder, and any successor or assign in such capacity. "Escrow Agreement" shall mean this escrow agreement by and between the City and the Escrow Agent. "Escrow Fund" shall mean the fund created in Section 3.01 of this Escrow Agreement to be administered by the Escrow Agent pursuant to the provisions of this Escrow Agreement. "Escrow Funding Date" shall mean the date on which the City deposits with the Escrow Agent the cash and Escrowed Securities described in Section 2.01. "Escrowed Securities" shall mean the direct non - callable obligations of or direct, non - callable, non - prepayable obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, payable to the City for deposit into the Escrow Fund and initially purchased with proceeds of the Refunding Bonds and other funds, all as more fully described in the Report. "Paying Agent for the Refunded Bonds" shall mean First City, Texas - Houston, N.A., Houston, Texas (formerly First City National Bank of Houston, Houston, Texas). "Refunded Bond Ordinance" shall mean the City's ordinance authorizing the issuance, sale and delivery of the Refunded Bonds. "Refunded Bonds" shall mean the following bonds of the City's General Obligation Refunding Bonds, Series 1985, dated December 1, 1985, in the aggregate principal amount of $12,125,000, maturing on February 1: -2- ARTICLE III Section 3.01. Escrow Fund. On the Escrow Funding Date the Escrow Agent will create on its books a special fund and irrevocable escrow to be known as the City of Baytown, Texas, General Obligation and Refunding Bonds, Series 1992 Escrow Fund, into which will be deposited the cash and Escrowed Securities described in Section 2.01. The Escrowed Securities, all proceeds therefrom and all cash balances from time to time on deposit in the Escrow Fund shall be the property of the Escrow Fund, and shall be applied only in strict conformity with the terms and conditions hereof. The Escrowed Securities, all proceeds therefrom and all cash balances from time to time on deposit in the Escrow Fund are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Bonds, which payment shall be made by timely transfers to the Paying Agent for the Refunded Bonds of such amounts at such times as are provided in Section 3.02 hereof. When the final transfers have been made to the Paying Agent for the Refunded Bonds for the payment of such principal of and interest on the Refunded Bonds, any balance then remaining in the Escrow Fund shall be transferred to the City, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. Section 3.02. PayMent of Principal of and Interest on Refunded Bonds. (a) The Escrow Agent is hereby irrevocably instructed to transfer to the Paying Agent for the Refunded Bonds from the cash balance from time to time on deposit in the Escrow Fund the amounts required to pay the principal of and interest on the Refunded Bonds as the same become due and payable, all as provided in the Report. (b) Money transferred to and held by the Paying Agent for the Refunded Bonds in accordance with the provisions hereof shall be held by the Paying Agent for the Refunded Bonds as a separate trust fund for the account of the respective Owners of the Refunded Bonds in connection with which such money is held; provided, however, that money so held remaining unclaimed by the Owners of such Refunded Bonds for three (3) years after the dates on which payment thereon was due, shall be reported and disposed of in accordance with the provisions of Texas law including, to the extent applicable, Title 6 of the Texas Property Code, as amended. Section 3.03. sufficiency of Escrow Fund. The City represents (based solely upon the Report) that the successive receipts of the principal of and interest on the Escrowed Securities wi_1 assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide money for transfer to the Paying Agent for the Refunded -4- Bonds at the times and in the amounts required to pay the interest on the Refunded Bonds as such interest comes due and to pay the principal of the Refunded Bonds as the Refunded Bonds mature or are redeemed. If any deficiency results from any error in the calculations set forth in the Report, the City shall transfer to the Escrow Agent for deposit to the Escrow Fund to be held pursuant to this Escrow Agreement an additional amount of cash or securities sufficient to provide for such deficiency. Section 3.04. Escrow Fund. The Escrow Agent at all times shall hold the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund always shall be maintained by the Escrow Agent for the benefit of the Owners of the Refunded Bonds; and a special account therefor evidencing such fact shall be maintained at all times on the books of the Escrow Agent. The Owners of the Refunded Bonds shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof and all other assets of the Escrow Fund as are enjoyed by other beneficiaries of similar accounts. The amounts received by the Escrow Agent under this Escrow Agreement shall not be considered as a banking deposit by the City, and the Escrow Agent shall have no right or title with respect thereto except as escrow agent under the terms hereof. The amounts received by the Escrow Agent hereunder shall not be subject to warrants, drafts or checks drawn by the City. Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, shall be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. ARTICLE IV REDEMPTION OF CERTAIN REFUNDED BONDS PRIOR TO MATURITY Section 4.01. optional Redemption. The City has irrevocably called the following bonds of the City for redemption prior to maturity on the date shown below, at a price of par plus accrued interest to the date fixed for redemption, and authorized and directed the Paying Agent for such bonds to select the particular -5- bonds to be redeemed and to give notice of such redemption in accordance with the ordinance authorizing the issuance of such bonds: ARTICLE V Section 5.01. General. Except as herein otherwise expressly provided, the Escrow Agent shall not have any power or duty to invest any money held hereunder; or to make substitutions of the Escrowed Securities; or to sell, transfer or otherwise dispose of the Escrowed Securities. Section 5.02. Substitution of Securities. At the written request of the City, and upon compliance with the conditions hereinafter stated, the Escrow Agent shall sell, transfer, otherwise dispose of or request the redemption of all or any portion of the Escrowed Securities and apply the proceeds therefrom to purchase Refunded Bonds or direct, non - callable obligations of, or direct, non - callable, non - prepayable obligations the principal of and interest on which are unconditionally guaranteed for full and timely payment by, the United States of America and which do not permit the redemption thereof at the option of the obligor. Any such transaction may be effected by the Escrow Agent only if (1) the Escrow Agent shall have received a written opinion from a nationally recognized firm of independent certified public accountants acceptable to the City and the Escrow Agent that such transaction will not cause the amount of money and securities in the Escrow Fund to be reduced below an amount which will be sufficient, when added to the interest to accrue thereon, to provide for the payment of principal and interest on the remaining Refunded Bonds as they become due, and (2) the Escrow Agent shall have received the unqualified written legal opinion of nationally recognized bond counsel or tax counsel acceptable to the City and the Escrow Agent to the effect that (i) such transaction will not cause any of the Refunding Bonds to be an "arbitrage bond" within the meaning of the Code, and (ii) that such transaction complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Bonds and the Refunding Bonds. -6- Redemption Issue Maturity Amount Date General Obl. 1995 $1,580,000 February 1, 1994 Refunding Bonds, 1996 2,085,000 February 1, 1994 Series 1985 1997 20345,000 February 1, 1994 1998 2,485,000 February 1, 1994 1999 2,645,000 February 1, 1994 ARTICLE V Section 5.01. General. Except as herein otherwise expressly provided, the Escrow Agent shall not have any power or duty to invest any money held hereunder; or to make substitutions of the Escrowed Securities; or to sell, transfer or otherwise dispose of the Escrowed Securities. Section 5.02. Substitution of Securities. At the written request of the City, and upon compliance with the conditions hereinafter stated, the Escrow Agent shall sell, transfer, otherwise dispose of or request the redemption of all or any portion of the Escrowed Securities and apply the proceeds therefrom to purchase Refunded Bonds or direct, non - callable obligations of, or direct, non - callable, non - prepayable obligations the principal of and interest on which are unconditionally guaranteed for full and timely payment by, the United States of America and which do not permit the redemption thereof at the option of the obligor. Any such transaction may be effected by the Escrow Agent only if (1) the Escrow Agent shall have received a written opinion from a nationally recognized firm of independent certified public accountants acceptable to the City and the Escrow Agent that such transaction will not cause the amount of money and securities in the Escrow Fund to be reduced below an amount which will be sufficient, when added to the interest to accrue thereon, to provide for the payment of principal and interest on the remaining Refunded Bonds as they become due, and (2) the Escrow Agent shall have received the unqualified written legal opinion of nationally recognized bond counsel or tax counsel acceptable to the City and the Escrow Agent to the effect that (i) such transaction will not cause any of the Refunding Bonds to be an "arbitrage bond" within the meaning of the Code, and (ii) that such transaction complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Bonds and the Refunding Bonds. -6- ARTICLE VI •' ;_ '•S Section 6.01. Records. The Escrow Agent shall keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the City and the Owners of the Refunded Bonds. Section 6.02. Reports. For the period beginning on the Escrow Funding Date and ending on February 1, 1993, and for each twelve (12) month period thereafter while this Agreement remains in effect, the Escrow Agent shall prepare and send to the City, at the City's request, within thirty (30) days following the end of such period a written report summarizing all transactions relating to the Escrow Fund during such period, including, without limitation, credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund to the Paying Agent for the Refunded Bonds or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. Section 6.03. Notification. The Escrow Agent shall notify the City immediately if at any time during the term of this agreement it determines that there is insufficient cash and Escrowed Securities in the Escrow Fund to provide for the transfer to the Paying Agents for the Refunded Bonds for timely payment of all interest on and principal of the Refunded Bonds. ARTICLE VII CONCERNING THE ESCROW AGENT Section 7.01. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this Escrow Agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder. Section 7.02. Limitation on Liability. The Escrow Agent shall not be liable for any action taken or neglected to be taken in good faith in the exercise of reasonable care and believed to be within the discretion or power conferred by this Escrow N Agreement, nor shall it be responsible for the consequences of any -7- error of judgment; and it shall not be answerable except for its own neglect or default, nor for any loss unless the same shall have been through its negligence or want of good faith. The liability of the Escrow Agent to transfer funds to the Paying Agent for the Refunded Bonds for the payments of the principal of and interest on the Refunded Bonds shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, the Escrow Agent shall have no liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligor of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the City promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Bonds shall be taken as the statements of the City and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Escrow Agreement. The Escrow Agent makes no representation as to the value, condition or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the City thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall incur no liability or responsibility with respect to any of such matters. It is the intention of the City and the Escrow Agent that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder. Unless it is specifically provided otherwise herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the City with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund and to dispose of and deliver the same in accordance with this Escrow Agreement. If, however, the Escrow Agent is called upon by the terms of this Escrow Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the City or any other person such reasonable -8- additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with the City, among others, at any time. Section 7.03. Compensation. (a) On the Escrow Funding Date the City will pay the Escrow Agent, as a fee for performing the services hereunder and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Escrow Agreement, and for its services in its capacity as the Paying Agent for the Refunded Bonds, the sum of $ If the Escrow Agent is requ =sted to perform any extraordinary services hereunder, the City hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services. It is expressly provided that the Escrow Agent shall look only to the City for the payment of such additional fees and reimbursement of such additional expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services, whether regular, additional or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. Section 7.04. Successor Escrow Agents. Either the City or the Escrow Agent may terminate this Escrow Agreement on 60 days written notice, but no such termination shall be effective until a successor has been appointed and has accepted such appointment. Any successor Escrow Agent appointed by the City shall succeed, without further act, to all the rights, immunities, powers and trusts of the predecessor Escrow Agent hereunder. Upon the request of any such successor Escrow Agent, the City shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such immunities, rights, powers and duties. The Escrow Agent shall pay over to its successor Escrow Agent a proportional part of the Escrow Agent's fee hereunder equal to the portion of such fee attributable to duties to be performed after the date of succession. -9- ARTICLE VIII MISCELLANEOUS Section 8.01. Notices. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed as follows: To the Escrow Agent: First City, Texas - Houston, N.A. P. O. Box 809 Houston, TX 77002 Attention: Corporate Trust To the City: City of Baytown Attention: Mayor 2401 Market Street Baytown, TX 77520 The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten days prior notice thereof. Section 8.02. Termination of Escrow Agent's Obligations. Upon the taking by the Escrow Agent of all the actions as described herein, the Escrow Agent shall have no further obligations or responsibilities hereunder to the City, the Owners of the Refunded Bonds or to any other person or persons in connection with this Escrow Agreement. Section 8.03. Binding Agreement. This Escrow Agreement shall be binding upon the City, and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the Owners of the Refunded Bonds, the City, the Escrow Agent and their respective successors and legal representatives. Section 8.04. Sevexability. In case any one or more of the provisions contained in this Escrow Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Escrow Agreement, but this Escrow Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Written W -10- notice of any holding or other event requiring severability shall be promptly sent by the City to Moody's Investors Service. Section 8.05. Amendment. Except as provided in this Section, this Escrow Agreement may not be amended without the prior written consent of the Owners of all Refunded Bonds then outstanding. No consent of any Owner shall be required for amendments limited to: (a) the insertion of unintentionally omitted material or the correction of mistakes or clarification of ambiguities; (b) the pledging of additional security to the refunded bondholders; or (c) the deposit of additional cash or securities to the escrow account. Section 8.06. Governing Law. This Escrow Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.07. Time of Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Escrow Agreement. Executed as of October 22, 1992,, but effective as set forth herein. -11- ATTEST: City Clerk ( SEAL) ATTEST: By. Title: (SEAL) -12- CITY OF BAYTOWN, TEXAS Mayor FIRST CITY, TEXAS- HOUSTON, N.A., as Escrow Agent By. Title: Attachment "B" RESOLUTION NO. 1161 RESOLUTION AUTHORIZING PUBLICATION OF NOTICE OF INTENTION TO ISSUE REVENUE BONDS THE STATE OF TEXAS § COUNTIES OF HARRIS § AND CHAMBERS § WHEREAS, the City is required to publish notice of the sale of its revenue bonds; therefore BE IT RESOLVED by the City Council of the City of Baytown, that the attached notice of sale of the City's $4,410,000 Waterworks and Sanitary Sewer Revenue Bonds, Series 1992, shall be published one time in a publication carrying municipal bond notices and devoted primarily to financial news and one time in the official newspaper of the City, in each case at least ten days prior to the date of sale. PASSED AND APPROVED this 22nd day of October, 1992. e Vr CITAYTO WN, TEXAS ATTEST: City Clerk ' CITY OF BAYTOWN, TEXAS (SEAL) K9 6 .. CITY OF BAYTOWN, TEXAS $4,410,000 WATERWORKS AND SANITARY SEWER REVENUE BONDS, SERIES 1992 The City of Baytown, Texas, will publicly receive sealed bids on its $4,410,000 Waterworks and Sanitary Sewer Revenue Bonds on Monday, November 9, 1992, at 4:00 p.m., at the City Hall, 2401 Market Street, Baytown, Texas 77520. Bids must be submitted on the "Official Bid Form ", and a good faith deposit of $88,200 is required. Copies of the "Official Bid Form ", the "Official Notice of Sale ", and the "Preliminary Official Statement ", may be obtained from the City's Financial Advisor, Masterson Moreland Sauer Whisman, Inc., 333 Clay Street, Suite 4000, Houston, TX 77002. This notice does not constitute an offer to sell the Bonds but is merely notice of sale of the Bonds as required by law. The offer to sell the Bonds will only be made by means of the "Official Notice of Sale ", the "Preliminary Official Statement ", and the "Official Bid Form". Bobby J. Credille, Mayor City of Baytown, Texas a M w O N H M U z O N E4 a 0 m a H A M m a W H 5 a O U a OC z O N a w a O W 0 y Q W a OC p3 OG OC x W a H N H O I Co 0 N rn a w m x A N m x a O N N O� d� a w W z W H a CA E4 W H A Attachment "C" U N a H x W U N a a H N z v N a E4 w N M a H N 00000 O 0 O O 0 N a o� us moo�m � a 0 o Ln at M m e, o G+ o vl z H rl N 10 E W —H W H 00000 N a �M04M a H w 0 0 0 0 U O O O O M U a of Vn N W >4 a N M Vl a OC a z H N N H 0 E W � � � W Hw H H U zxzzz pOa� HzHA W ZavHi z a vl O N Vl H 4 W >+ N 0 A Cl z o axo a W nc a x « z N O v1 .i N z Az z z 3 a o 3�U3 H z a W &a C4 C4 U ad 'U a 64 C a a v x p U A- a a a CA al Vol w O O O 0 0 0 tall U U 64 2C 0 E-1 � � �cxiu�iczi M W W WWWWW W H M rl N N N N N OR z W H •-� N M N M U z 0 EA N 0 f0 E Q N m N E N O a W D ,ra C U N a w sn a w M U a H N E V-1 ri 1 a+ O N o+ a w 0 z Q N a O O N N a+ o+ a awa H i, Fu O U N a Attachment "D" a H X w V N a a H N z U N a a H k w U N a a H N w U N a a w a E N Z D U O O m w eC M a O • N O� a O O � N CA H x Ln U 8 w w U z N O 0 E O d; a Co a4 Q W a Ca0 x H a z c O U E H V y a a N a z vi as w o H a a wJ n N U fn y W a U z Ers a 0 N N w i N � a z W E N ANNUAL CARRIER SERVICE OF BANK DEPOSITS LOOMIS ARMORED INC. We talked to Earl he said he did not receive the bid. We verified the address and it was correct. FEDERAL SECURITY ARMOURED CAR SERVICE Won't come to Baytown - not enough money to warrant trip. WELLS FARGO No Listing. CITY OF BAYTOWN BID TABULATION TITLE: ANNUAL PLASTIC GARBAGE BAGS CONTRACT BID NUMBER: 9209 -118 DATE: OCTOBER 13, 1992 2:00 P.M. ITEM QTY UNIT DESCRIPTION ALL AMERICAN POLY ARROW INDUSTRIES, INC BEMIS CO., INC. REVERE PRODUCTS UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE 1 00,096 lbs GARBAGE BAGS *.60 lb. *I120,057.60 .38 lb. 76,036.48 .428 lb. 85,641.09 NO BID APPROX. 1000 BAGS WEIGH 148 LB5. (2 MIL t- 209) APPROX. 1,352,000 BAGS = 26,000 ROLLS EACH BAGS .0888 .05624 .0633 0 OF BAGS PER ROLL 52 52 52 PRICE PER EACH ROLL 4.6176 2.9244 3.2938 DELIVERY AS REQUESTID AS REQUEST ID AS REQUESTID LOCATION DUNELLEN, N.J. DALLAS, TX! TERRE HAUTE, INDIANA SOLON, OHI I rr SPECIAL CONDITIONS *DOES NOT MEET SPECS. rr Rt WE SPECIFIED 30 GALLOJ 0 CAPACITY. THEY BID 25 GALLON CAPACITY. rr LAST YEA 'S PRI ES: BEMIS CO., INC. t1i THE CITY OF BAYTOWN OURCHASED 3 ,000 ROLLS OF GARBAGE BAGS FOR A TOTAL OF $96,000. LAST YEAR. (.4480 LB. + HGAC FEE. APPROX. $3.20 PER ROLL) F CITY OF BAYTOWN BID TABULATION TITLE: ANNUAL PLASTIC GARBAGE BAGS CONTRACT PAGE 2 BID NUMBER: 9209 -118 DATE: OCTOBER 13, 1992 2:00 P.M. ic ITEM QTY UNIT DESCRIPTION HUCKSTER PACKAGING LYONS DISTRIBUTING GREAT SOUTHWEST APPOLO PAPER COMPANY UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE 1 00, 96 lbs GARBAGE BAGS NO BID NO BID NO BID NO BID APPROX. 1000 BAGS WEIGH 148 LBS. (2 MIL ± 20 %) APPROX. 1,352,000 BAGS = 26,000 ROLLS EACH BAGS OF BAGS PER ROLL PRICE PER EACH ROLL DELIVERY LOCATION HOUSTON, T BAYTOWN, T HOUSTON, T HOUSTON, J. SPECIAL CONDITIONS ANNUAL PLASTIC GARBAGE BAG CONTRACT REVERE PRODUCTS Could not meet specifications. Do not sell garbage bags in a roll. HUCKSTER Could not bid against their manufacturer. LYONS Could not bid against their manufacturer. GREAT SOUTHWEST Could not bid against their specifications on recycled resin. manufacturer and could not meet APOLLO Could not bid against their manufacturer. BUCKS INDUSTRIES They said the time frame for bidding was too short for their organization. CENTURY PAPERS Their manufacturer did not want to bid because of the competition and could not meet specifications. PROGRESSIVE PACKAGING Manufacturer could not make such small rolls of garbage bags. TIBH They could not make plastic bags, did not have the machine to do it. BRAWNER PAPER No answer to phone call. USA SAFETY CORP Left a message on recorder. MORSE WHOLESALE Could not bid specs. d4644, iva�''.COrvc. C & H SUPPLY & CO. Could not find a supplier to supply exact specifications on bid. KEMCO- HUNTER CHEMICAL Person who did the bid was not in, will be back tomorrow. He is only one that could help answer question. GROVES INDUSTRIAL SUPPLY * Did not feel they could be competitive enough. SANITARY SUPPLY CO Did not have enough time at the time he received bid. BUTLER PAPER Did not feel they could be competitive enough. BOGEL SALES INC Rep salesperson not available to answer question until tomorrow. ZEP NANUFACTURING Will call back. O p ►+ � a a a m 5 m w � o E H H N m U 0 0 N N 01 rl r, a w m 0 E U O w E a 0 W U a Attachment "F" H x W w U N a a E N z 0 v N a a W v M a a E N z a U N a a E x W U N a a E M z a U O O N a o 0 a oa 0 E W a E x r r r r o w U O ppoyy RC E a °" 0 H 0 z o 0 a+ x z 0 z O N oc a s U U o >4 a w a E w H Gd z M a E N m z a ri � w H 0 a z w E N � JOE CAMP FORD - TALKED TO DAVID, DEALERSHIP HAS GONE THROUGH MANAGEMENT CHANGES AND NO ONE HAS BEEN GIVEN THAT JOB YET. HE WAS VERY SORRY THAT HE DID NOT HAVE THE TIME TO BID, BUT WOULD LIKE TO STAY ON BIDDER'S LIST AND BID IN THE FUTURE. A C COLLINS - TOM TEEL SAYS HE WAS BUSY BIDDING ON THE OTHER TWO BIDS WE HAD THAT HE COMPLETELY OVERLOOKED THIS BID, HE WOULD LIKE' TO BID AGAIN IF HE COULD. RON CRAFT - TALKED TO MICHEAL ISHAM, HE GOT HIS DAYS MIXED UP, THOUGHT THE BID OPENING WAS ON FRIDAY, 10/16/92. HE WOULD LIKE TO BID AGAIN IF HE CAN. B J FORD - HAROLD KILGORE WILL CALL BACK AFTER LUNCH. AS OF 4:40 PM HE HAD NOT RETURNED'OUR PHONE CALL. BAILEY FORD - TALKED WITH STEVE STONE BEFORE BIDS WERE MAILED AND HE DID NOT HAVE TIME TO BID AND DID NOT WANT US TO SEND HIM A BID. SLR /CALL /93 SPECS /10/16/92 N M V O 4N �1 aan N ° N ao a w s O Q H N H a 0 1 O N M at a" w A N tU z a 0 0 N N T o� rt N as H Q Attachment "G" x w U N a E N • pp� U � a a a w 1i1 E x w Q N o0 OG z E IM a a U z p E+ [y V N o O a °0 °a w� a� x w o O —ye H U H z rai H D ° in N a m oN+ E x w O M O —06 E U oai Q 0 pz� D h V H N M t/1 Q x lz o M a N 0 a~a 0 ° M oa++ n7 A W N E 0% A N O to E z 0 4 � w w a+ z w N CITY OF BAYTOWN BID TABULATION TITLE: 2 -1/2 TON TRUCK WITH UTILITY BED BID NUMBER: 9310 -06 DATE: OCTOBER 19, 1992 2:00 P.M. ITEM QTY UNIT DESCRIPTION KNAPP CHEVROLET BAYOU CITY FORD OLYMPIC INTERNATIONAL CLEVELAND MACK SALES UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE 1. 1 EACH 2 -1/2 TON TRUCK WITH UTILITY BED 32,985.00 33,910.00 34,055.00 37,642.25 DELIVERY 60 DAYS ARI 60 DAYS AR) 100 DAYS JO EARLIEST DIL. 2 -15 -92 SUPPLIER LOCATION HOUSTON, J. HOUSTON, TX. HOUSTON, TX. BEAUMONT, TX. rt rt ir r+ x O N m �c E �4 E N U x U a a E O H N N W a E M H %0 O 0 e+ a w Z a� a 0 0 N N 0+ o► O� it a a W U N a a E M z 0 a a x W U N a a E N z a U N a E k W U M a a E N z 0 U N a a � x z a U w � a E v z � � a a x 3 EON+ z at ;c raj H a E W a� a W W H U O E H a w N o N N a a ri N 0 N I E N � E-4 x z U O W �-1 z H � N it 2 -1/2 TON TRUCK WITH UTILITY BED A.C. COLLINS FORD Does not supply the requested product. WHITE GMC OF TRUCKS OF HOUSTON They had the bid ready but the person delivering the bid got caught in traffic and was not able to make it here by 2:00 p.m. WHEELER TRUCK BODY They bid through Cleveland Mack Sales. 0 z O N 0 m E D N m •a4 V a a H � m o � Ch o � a o 0% 4 a+ a rr a H W W U M O w z a w H m Q w w el N Vl V O 0% W w Ln e Attachment "I" N A4 H m U 14 C A 0 w H H a H z H a � w U CWO U O z ►+ o a a V H z H ri ix x —E+ z W a o a N 0 a a Ln 0 O U w a �+ a N qa H ri w w O _ °� a• w H U O a 4 o a z Ln M .4 m O U H a ao a m H W H N O W O a a H a 04 E-4 H in 0 AzG O z 0 N H O V Q W A oc '" w > a a aHC a � o w w H N a w H •� a z H rl H w CITY OF BAYTOWN BID TABULATION TITLE: EIGHT YARD DUMP TRUCK PAGE 2 BID NUMBER: 9310 -07 DATE: OCTOBER 19, 1992 2:00 P.M. ITEM QTY UNIT DESCRIPTION A.C. COLLINS UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE 1. 1 EACH EIGHT YARD DUMP TRUCK NO BID DELIVERY SUPPLIER LOCATION PASADENA, IX. EIGHT YARD DUMP TRUCK A.C. COLLINS FORD Does not supply the requested product. WHITE GMC OF TRUCKS OF HOUSTON They had the bid ready but the person delivering the bid got caught in traffic and was not able to make it here by 2:00 p.m. WHEELER TRUCK BODY They bid through Cleveland Mack Sales. IQ r CITY OF BAYTOWN BID TABULATION TITLEt GOOSE CREEK STREAM PLAYGROUND EQUIPMENT BID NUMBER: 9310 -08 DATE: OCTOBER 20, 1992 2:00 P.H. r ITEM QTY UNIT DESCRIPTION APPLESEED RECREATION HUNTER- KNEPSHIELD KRAFTSHAN P &P MIRACLE UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE 1. 1 LOT LARGE PLAY STRUCTURE 26,787.81 26,787.81 26,744.75 26,744 29,306.00 29,306.00 27,950.00 27,950.00 2. 2 EACH 2 -LEG HEAVY DUTY 638.13 1,276.26 439.00 878.00 672.00 1,344.00 558.00 1,116.00 3. 8 EACH SWING SEAT PACKAGE INCLUDED I NO. 2 INCLUDED IN NO. 2 INCLUDED I NO.2 INCLUDED I NO. 2 4. 200 YARDS HARD WOOD MULCH NOIBID 38.76 7,752.00 NO BID *3,450.00 5. 6 EACH SPRING TOYS 327.19 1,963.14 239.00 1,434.00 304.00 1,824.00 195.00 *1,170.00 6. 1 LOT 10- STATION FITNESS 3,526.30 *3,526.30 4,575.72 4,575.72 4,998.00 4,998.00 4,538.00 *4,538.00 7. 10 EACH BENCH FRAMES 72.75 727.50 90.91 909.10 66.00 660.00 73.00 730.00 8. 1 EACH 8' WHIRL NO BID 882.50 882.50 1,206.00 1,206.00 995.00 995.00 GRAND TOTAL 34,281.01 1 43,176.07 39,338.00 39,949.00 DELIVERY 45 DAYS ARO 45 DAYS ARO 45 DAYS ARO 45 DAYS ARO SUPPLIER LOCATION FRIENDSWOOD, TX. JTY, MISSOURI , TX. HOUSTON, TX. TEXARKANA,ITX. *SPECIAL *DOES MEET LET CONDITIONS NOT SPECS. *DOES NOT SPECS. ITEM 06 - THEY BID ITEM 04 - THEY BID 1" METAL EQUIPMENT. WE TO 3" INCH. WE SPECIFIED WOLMANIZED SPECIFIED 3/4 INCH. WOOD EQUIPMENT. ITEM #5 - THEY BID ROCKITE (PLASTIC). WE SPECIFIED ALUMINUM. ITEM 06 - THEY BID .METAL EQUIPMENT. WE SPECIFIED WOLHANIZED WOOD EQUIPMENT. ct rr w fD O K 9 CITY OF BAYTOWN BID TABULATION TITLE: GOOSE CREEK STREAM PLAYGROUND EQUIPMENT PAGE 2. BID NUMBER: 9310 -08 DATEs OCTOBER 20, 1992 2:00 P.M. PERSENAIRE ITEM QTY UNIT DESCRIPTION UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE UNIT PRICE EXT. PRICE 1. 1 LOT LARGE PLAY STRUCTURE 27,536.00 27,536.00 2. 2 EACH 2—LEG HEAVY DUTY 403.00 806.00 3. 8 EACH SWING SEAT PACKAGE 52.00 416.00 4. 200 YARDS HARD WOOD MULCH 29.975 5,995.00 5. 6 EACH SPRING TOYS 354.00 2,124.00 6. 1 LOT 10— STATION FITNESS 5,441.00 5,441.00 7. 10 EACH BENCH FRAMES 59.00 590.00 S. 1 EACH 8' WHIRL 1,566.00 1,566.00 GRAND TOTAL 44,474.00 DELIVERY 45 DAYS AROI SUPPLIER LOCATION HOUSTON, TX.