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1995 06 22 CC MinutesMINUTES OF THE REGULAR SESSION
OF THE CITY COUNCIL OF THE CITY OF BAYTOWN
June 22, 1995
The City Council of the City of Baytown, Texas, met in regular session on
June 22, 1995, at 6:30 p.m. in the Council Chamber of the Baytown City Hall with
the following in attendance:
Eva Benavides
Stephen DonCarlos
Manuel Escontrias
Rolland J. Pruett
David Byford
Bobby Rountree
Ignacio Ramirez
Eileen P. Hall
Absent: Pete C. Alfaro
E. Frank Hinds, Jr.
Council Member
Council Member
Council Member
Council Member
Mayor Pro Tempore
City Manager
City Attorney
City Clerk
Mayor
Council Member
The meeting was opened with a quorum present, and Council Member
DonCarlos offered the invocation, after which the following business was conducted:
Consider Approval of the Minutes for the Regular Meeting Held on June 8,
1995 and the Special Meeting Held on June 15, 1995.
Council Member Benavides moved for approval of the minutes for the regular
session held on June 8, 1995 and the Special Meeting held on June 15, 1995.
Council Member Escontrias seconded the motion. The vote follows:
Ayes: Council Members Benavides,
Escontrias, DonCarlos, and Pruett
Mayor Pro Tempore Byford
Nays: None
950622 - 2
Minutes for Regular Session - June 22, 1995
Consider Rejection of Bids for Bayland Park Marina Boat Ramps and Parking
And
Consider Approval of Plans and Specifications for Bayland Park Marina,
Combined Boat Ramps, Parking Facility, and Wetlands Creation and Authorize
Advertisement for Bids
Bids for the boat ramp project were higher than anticipated. After checking
with companies who bid the project and with those in the business, the staff and
engineers feel the reason the bids came in above the estimate was due to the small
size of the job. Also, one bid contained a mistake of about $60,000. The project
engineers have visited with a couple of firms who feel that a combined project will
result in a more competitive bid; therefore, the administration is recommending
rejection of the bids and requesting authorization to advertise for bids for combined
boat ramps, parking facility, and wetlands creation.
This project provides final grading and contouring of the entire marina site,
as well as strategic placement of rip -rap to protect the wetlands, tidal surge, and
the construction of three boat ramps /piers, 66 parking spaces, and associated
lighting. An alternate bid includes planting of vegetation for creative wetlands,
hydro mulching of raw graded areas and installation of eight warning signs. The
Texas Parks and Wildlife Department has approved these plans and specifications,
and their grant will fund $325,000 of this project. The engineering cost estimate for
this project is $850,000.
Council Member Escontrias moved to reject bids for Bayland Park Marina
boat ramps and parking and to authorize advertisement for Bayland Park Marina
combined boat ramps, parking facility, and wetlands creation. Council Member
DonCarlos seconded the motion. The vote follows:
Ayes: Council Members Benavides,
Escontrias, DonCarlos, and Pruett
Mayor Pro Tempore Byford
Nays: None
For bid tabulation, see Attachment "A."
ia
950622 - 3
Minutes for Regular Session - June 22, 1995
Consider Approval of Plans and Specifications for Central District Diversion
Project and Authorize Advertisement for Bids
This project diverts sanitary sewage from the Craigmont and Garth Road lift
stations to a new lift station to be built on Lynchburg Cedar Bayou near Goose
Creek. Sewage is then forced via a 20 -inch line to a 42 -inch gravity system near
the West District Treatment Plant. The engineering construction cost estimate for
this project is $2,434,437 to be funded from revenue bonds. Approximately two
million gallons will be diverted from Central District to West District by this project.
Council Member Benavides moved to approve the plans and specifications and to
authorize the administration to advertise for bids. Council Member Pruett seconded
the motion. The vote follows:
Ayes: Council Members Benavides,
Escontrias, DonCarlos, and Pruett
Mayor Pro Tempore Byford
Nays: None
Consent Agenda
Council considered consent agenda items "a" through "e" as follows:
a. Proposed Ordinance No. 950622 -3, authorizes Change Order No. 2
in the amount of $8,157 with Firemen Construction Company, Inc. for
Sterling Municipal Library Expansion Project. Major additions
involved in Change Order No. 2 include revisions of mechanical
piping to remain under roof and clear existing low roof area,
installation of rigid conduits to connect cable trays on the existing low
roof area, provide four foot wide sidewalk to match existing sidewalk
adjacent to porch, and provide condensate drain from ceiling mounted
air conditioning unit to underground storm line. Deducts include
deletion of cast iron overflow drains at roof drains and addition of 114
bends at column footings and credit for accessories allowance and
unused hardware. The original contract amount was $1,570,000.
Change Order No. 1 for $9,171 involved HVAC changes, plumbing
changes, and work to comply with ADA requirements necessitated
after State plan review. The revised contract amount including the
change orders is $1,587,328.
We recommend approval.
950622 - 4
Minutes for Regular Session - June 22, 1995
b. Proposed Ordinance No. 950622 -4, authorizes payment in the
amount of $274,594.99 of C.L. Winter Lawsuit This ordinance
authorizes payment of the judgement in the suit styled C.L. Winter,
Inc., v. City of Baytown, which is a suit involving a construction
contract between the City of Baytown and C.L. Winter, Inc.
We recommend approval.
C. Proposed Ordinance No. 950622 -5, awards the annual miscellaneous
radio parts contract to Tessco in the amount of $11,152.69.
Invitations to bid were mailed to four suppliers and we received two
bids. This annual contract is for various miscellaneous radio parts
other than GTE parts to be used by the radio shop. The low bidder,
Hutton, was unable to provide various items in quantities required by
the City. Therefore, the recommendation is to award the bid to
Tessco who is able to provide items as specified.
We recommend approval.
d. Proposed Ordinance No. 950622 -6, awards the annual cast iron
castings contract to Industrial International in the amount of $16,444.
Invitations to bid were mailed to six suppliers and we received three
bids. This contract is used by the Public Works Department for
drainage and sewer maintenance (manhole covers, sewer clean out
covers, storm sewer drain grates, etc.) Quantities remain the same
this year. This contract is a 9% increase over last year.
We recommend approval.
e. Proposed Ordinance No. 950622 -7, awards the annual fill sand
contract to Smart Materials, Inc. in the amount of $18,675. Invitations
to bid were mailed to four suppliers and we received four bids. The
fill sand is used primarily to fill and level construction areas where
necessary, i.e. filling in water lines, leveling yards where sewer or
water repairs occur, etc. Baytown Sand & Clay and Smart Materials,
Inc. tied in price per cubic yard for fill sand. This past year, Baytown
Sand & Clay has had service problems such as late deliveries,
inability to deliver on various occasions, and poor quality of sand. A
memo is enclosed in the packet from Public Works regarding Baytown
Sand & Clay.
We recommend approval.
950622 - 5
Minutes for Regular Session - June 22, 1995
Council Member Pruett moved for approval of the consent agenda
items "a" through "e." Council Member DonCarlos seconded the motion. The vote
follows:
Ayes: Council Members Benavides,
Escontrias, DonCarlos, and Pruett
Mayor Pro Tempore Byford
Nays: None
ORDINANCE NO. 7332
AN ORDINANCE AUTHORIZING CHANGE ORDER NO. 2 WITH
FIREMEN CONSTRUCTION COMPANY, INC., FOR THE STERLING
MUNICIPAL LIBRARY EXPANSION PROJECT; AUTHORIZING
PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF EIGHT
THOUSAND ONE HUNDRED FIFTY -SEVEN AND NO1100
DOLLARS ($8,157.00); MAKING OTHER PROVISIONS RELATED
THERETO; AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
ORDINANCE NO. 7333
AN ORDINANCE AUTHORIZING THE PAYMENT OF TWO
HUNDRED THIRTY -EIGHT THOUSAND FOUR HUNDRED THIRTY -
NINE AND 831100 DOLLARS ($238,439.83) TO THE INTERNAL
REVENUE SERVICE AND THIRTY -SIX THOUSAND ONE
HUNDRED FIFTY -FIVE AND 161100 ($36,155.16) TO C. L. WINTER,
INC., AND BUTLER & BINION, L.L.P., AS THE COST FOR
PAYMENT OF THE JUDGEMENT IN THE SUITE STYLED C. L.
WINTER, INC. v. CITY OF BAYTOWN, CAUSE NO. 92- 13986, IN
THE 234TH JUDICIAL DISTRICT COURT; MAKING OTHER
PROVISIONS RELATED THERETO; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
950622 - 6
Minutes for Regular Session - June 22, 1995
ORDINANCE NO. 7334
AN ORDINANCE ACCEPTING THE BID OF TESSCO FOR THE
ANNUAL MISCELLANEOUS RADIO PARTS CONTRACT AND
AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM
OF ELEVEN THOUSAND ONE HUNDRED FIFTY -TWO AND 691100
DOLLARS ($11,152.69); MAKING OTHER PROVISIONS RELATED
THERETO; AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
ORDINANCE NO. 7335
AN ORDINANCE ACCEPTING THE BID OF INDUSTRIAL
INTERNATIONAL FOR THE ANNUAL CAST IRON CASTINGS
CONTRACT AND AUTHORIZING PAYMENT BY THE CITY OF
BAYTOWN, THE SUM OF SIXTEEN THOUSAND FOUR HUNDRED
FORTY -FOUR AND NO1100 DOLLARS ($16,444.00); MAKING
OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR
THE EFFECTIVE DATE THEREOF.
ORDINANCE NO. 7336
AN ORDINANCE ACCEPTING THE BID OF SMART MATERIALS,
INC., FOR THE ANNUAL FILL SAND CONTRACT AND
AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM
OF EIGHTEEN THOUSAND SIX HUNDRED SEVENTY -FIVE AND
NO /100 DOLLARS ($18,675.00); MAKING OTHER PROVISIONS
RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
For bid tabulations, see Attachments "B" through "D."
-,
( 950622 - 7
Minutes for Regular Session - June 22, 1995
City Manager's Report
Town Hall Meeting
Council was reminded of the Town Hall Meeting scheduled for June 26,
1995, at 7:00 p.m., Community Center, Main Auditorium, hosted by the Baytown
Police Department Community Services Bureau.
Brownwood Nature Center
The City Manager invited Council to visit the Brownwood Nature Center site.
Consider Proposed Ordinance No. 950622 -1, Authorizing Issuance of City of
Baytown, Texas, General Obligation and Refunding Bonds, Series 1995;
Appropriating the Proceeds for Refunding Outstanding Bonds, a Public Works
Maintenance Facility, Public Buildings, and Park Purposes; Authorizing the
Advance Refunding of Certain Outstanding Obligations and the Execution and
Delivery of an Escrow Agreement and the Subscription for and Purchase of
Certain Escrow Securities
And
Consider Proposed Ordinance No. 950622 -2, Authorizing Issuance of
$5,200,000 City of Baytown, Texas, Waterworks and Sewer System Revenue
Bonds, Series 1995; Appropriating $1,528,850 of the Proceeds of Sale Thereof
for Waterworks Improvements and $3,671,150 of the Proceeds of Sale Thereof
for Sewer System Improvements
The City's financial advisor, Mr. Drew Masterson, explained that the first
ordinance would provide for the sale of outstanding bonds from the 1991 bond
issue, as well as refunding of outstanding general obligation bonds from the
previous years and refunding of the MUD No. 3 bonds. Item No. 2 would authorize
issuance of funds from the 1991 bond program for waterworks and sewer system
improvements. The refinancing and marketing of new bonds went very well. The
interest rates on the general obligation bonds range from 4.1 % in 1997 to 6.028%
in 2016. On the revenue bonds, the interest rates range from 5.05% in 2003 to 6%
in 2012. The City will save over $1 Million on the refinancing of MUD No. 3 bonds
and City bonds. This is the reduction in debt service which was included as part of
the basis for annexation of MUD No. 3. The administration recommended approval
` of both ordinances.
950622 - 8
Minutes for Regular Session - June 22, 1995
Council Member Escontrias moved for adoption of the ordinances. Council
Member Benavides seconded the motion. The vote follows:
Ayes: Council Members Benavides,
Escontrias, DonCarlos, and Pruett
Mayor Pro Tempore Byford
Nays: None
For full context of ordinances, see Attachments "E" and "F."
Adjourn
As there was no further business to be transacted, the meeting was
adjourned.
minutes106- 22 -95. rgr
`-\
Eileen P. Hall, City Clerk
PROPOSAL FOR BAYLAND PARK MARINA BOAT RAMPS � PARKING
810 TABULATION
BID
BID ITEM DESCRIPTION AND
ANO�I,'BROTHERS ENTERPRISES
MASTER CONTRACTORS INC.
TOM -MAC, INC.
ITEM
UNIT PRICE BID WRITTEN IN
r •:
NO. •
QUANTITIES
UNIT
WORDS
UNIT PRICE
TOTAL
UNIT PRICE
TOTAL
UNIT PRICE
TO AL
1.
2.8
Acro
Clearing end Onrbbing Conetructlan
Site, Complete In P1eoe
51,000.00
32,800.00
35,500:00
615,400.00
3665.00
1,86200
2.
2,450
C.Y.
F�ccavatlon Inducting Roadway,
Swalee, Channel and Borrow from
SPoe, Inducting Fl(I and Compactor,
Complete In Place
5.00
12,250.00
8.00
19,600.00
7.00
17,150.00
3.
82
LF.
12' RCP, ASTM C -78, Clsaa III,
Complete- in -Plaoe
30.00
2,460.00
37.00
3,034.00
20.70
1,697.40
4.
68
LF.
15' RCP, ASTM C -78, Claaa III,
Complete In Place
33.00
2,178.00
38.D0
2,508.00
25.75
1,699.50
6.
72
LF.
18' RCP, ASTM C -78, Class III,
Complete 1n Place
35.00
2,520.00
40.00
2,880.00
40.25
2,898.00
8.
45
S.Y.
Broken Concrete Rlp -Rap (minimum
18' deep), Fumished by Owner On-
Stte, Plaoed by Contractor, Complete
M Place
60.00
2,700.00
40.00
1,800.00
34.50
1552.60
.7.
3
Each
Orate Inlet, Complete In Place
850.00
2,550.00
765.00
2,295.00
1,725.00
5,175.00
8.
310
S.Y.
4' ihldc Concrete Sidewalk Wllh ar
Without Th�kened Edge Complete fn
Waco
23.00
7,130.00
19.00
5,890.00
30.00
9,300.00
9.
90
Ton
Ume Slurry (3 %) 12 Ibs/SY for
Subgrade, Complete in Place
120.00
� 10,800.00
177.00
15,930.00
110.00
9,900.00
10.
287
Ton
Fly Ash (8%) 40 lbs /SY for
Subgrade, Complete In F1aoe
35.00
9,345.00
64.00
17,088.00
80.00
21,360.00
11.
11,825
S.Y.
Mbttng and Compacting 8' Stabilized
Subgrade, Complete M Place
2.00
23,650.00
0.70
8,277.50
2.88
34,058.00
12.
6,133
S.Y.
8' Retnlarced Concrete Pavement.
Complete M Place
22.00
134,926.00
20.50
125,726.50
27.25
167,12425
13.
1,747
S.Y.
5' Reinforced Concrete Pavement,
Complete to Place
20.50
35,813.50
19.00
33,193.00
25.81
45,090.07
/ �
Pegc 1 of 4
PROPOSAL FOR BAYLAND PARK MARINA BOAT RAMPS 6 PARKING
BID TABULATION
BIO
BID ITEM DESCRIPTION ANO
ANGEL BROTHERS ENTERPRISES
MASTER CONTRACTORS INC.
TOM•MAC, INC.
ITEM
UNIT PRICE BID WRITTEN IN
NO.
CIUANTITIES
UNIT
WORDS
UNIT PRICE
TOTAL
UNIT PRICE
TOTAL
UNIT PRICE
TOTAL
14.
3,795
S.Y.
Compacted Milled Aephatt Surface as
Shown on SheAt C1, Complete !n
place
2.50
9,487.50
8.00
30,360.00
3.45
13,09275
15.
1,885
LF.
8' Concrete Curb, Complete In Place
2.00
3,330.00
6.00
9,990.00
3.45
5,74425
18.
18
Ton
Cement Stabilized Sand other than
Specltted Bedding and Baddill as
Direct by the Engineer, Delivery
Ticket Basle, Complete In Place
15.00
240.00
14.00
224.00
70.00
1,120.00
17.
614
S.F.
White ReBedorized Thennoplastic
-
Type A or B paint SlrtpMg, Complete
M Place
2.00
1,028.00
1.50
771.00
7.50
3,855.00
18..
383
S.F.
Yellow Reflectorized Thennoplastic
Type A or B Paint for SMpMg,
Complete M Place
200
728.00
1.50
544.50
7.50
2,72250 .
19.
2
Each
Yellow Reflectorized Thermoplastic
Type A er B Paint for Hancflcapped
Parking Symbols on Pavement,
Complete M Plsoe
250.00
600.00
150.00
300.00
335.00
870.00
20.
718
S.F.
Red Reflectodzed Thennoplastic
Type A or B Paint for Strlphtg for Flre
Lanes, Complete In Place
10.50
� ,518.00
2.00
1,432.00
7.50
5,370.00
21.
4
Each
Tralftc Control Signs Includng
^�
Handicapped Parking as Shown on
��
the Drawings, Complete to place
150.00
`600.00
250.00
1,000.00
335.00
t,340.00
22.
228
LF.
12' C900 PVC Water Une, Complete
in Place
27.00
8,102.00
28.00
6,878.00
27.00
8,102.00
23.
440
LF.
8' C900 PVC Water Una, Complete
M place
18.00
7,920.00
20.00
8,800.00
20.00
8,800.00
24.
12
LF.
8' C900 PVC Water UnA, Complete
M Place
38.00
432.00
18.00
216.00
20.00
240.00
25.
1
Each
12 x 8 Mechanical Joint Tee,
Complete In Place
300.00
300.00
170.00
170.00
290.00
290.00
28.
1
Each
12 x 8 Mechanical Joint Tee.
Complete In Place
350. 350.00
180.00
180.00
300. 300.00
Poge 2 of 4
PROPOSAL FOA BAYLAND PARK MARINA BOAT RAMPS 6 PARKING
BID TABULATION
810
BID ITEM DESCRIPTION AND
ANGEL BROTHERS ENTERPRISES
MASTER CONTRACTORS INC.
TOM -MAC, INC,
ITEM
UNIT PRICE BID WRITTEN IN
NO.
QUANTITIES
UNIT
WORDS
UNIT PRICE
TOTAL
UNIT PRICE
TOTAL
UNIT PRICE
TOTAL
27.
2
Each
12' Gale Vshre with Valve Box,
Mechanical Joint, Complete In Place
1,000.00
2,000.00
800.00
1,600.00
1,130.00
2,260.00
28.
2
Each
8• Data Valve with Valve Box,
Mechanical Joint, Complete In Place
500.00
1,000.00
275.00
550.00
400.00
800.00
29.
1
Each
8 x 8 Mechanical Joint Toe,
Complete In Place
300.00
300.00
110.00
110.00
185.00
185.00
30.
2
Each
8' Mechanical Joint 4S Bend,
Complete In Place
250.00
500,00
80.00
160.00
135.00
270.00
31.
� 2
Each
12' Mechanical Joint 45 deg. Bend,
Complete M Place
350.00
700.00
138.00
278.00
235.00
470.00
32.
2
Each
12' Plug, Mechanical JoMt, Complete
M Place
200.00
400.00
60.00
100.00
75.00
150.00
33.
2
Eech
Flre Hydrant, 5' Bury, MechenkeJ
Joint, Complete M Place
1,100.00
2,200.00
7115.00
1,530.00
800.00
1,600.00
34.
Aq
Lump
Electrical for Marina Boat Ramp Area
Sum
lncudtng Wiring, Conduit, Switch
Gear, Light Fixtures 3 Standards,
Cempiele to Place
35,000.00
35,000.00
43,000.00
43,000.00
48,000.00
48,000.00
35.
Atl
Lump
OemoAtlon and Removal of Remains
Sum
of Did Pter Approximately 200 FL
Long, Complete In Place
t2,500.00
•12,500.00
17,000.00
17,000.00
16,000.00
18,000.00
38.
Atl
Lump
Boat Launch Ramps Mcluding
Sum
Concrete Panels, Fastenere, Skids,
Gravel Fill, Ber Rap, Rabar, Stops,
.
Scour Toe and FTlter Fabric
45,000.00
45, 000.00
58, 200.00
56,200.00
8,500.00
68,500.00
37.
2,400
S.F.
Concrete Approach for Ramp 60'x
40', Complete M Place
4.00
9,600.00
2.50
6,000.00
3.65
8,760.00
38.
All
Lump
Ramp Excavatlon and Slope
Sum
Preparation, Complete In Place
20,000.00
20,000.00
13,000.00
13,000.00
X11,000.00
11,000.00
39.
3
Each
Boat Launch Ramp Ffnger Piers,
Induding Piling, Stringers, Decking,
Curbs, Banda, and Fasteners
30,000.00
90;000.00
21,000.00
63,000.00
63,000.00
159,000.00
F fi
Page 3 of 4
pROPOSAI FOR BAYLAND PARK MARINA BOAT RAMPS � PARKING
BID TABULATION
glp
BID ITEM DESCRIPTION AND
ANGEL BROTHERS ENTERPRISES MASTER CONTRACTORS INC.
TOM -MAC, INC.
UNIT PRICE
TOTAL UNIT PRICE
TOTAL
UNIT PRICE
TOTAL
ITEM
NO.
QUANTITIES
UNIT
UNIT PRICE Blb WRITTEN IN
WORDS
40.
A!I
Lump
Handicapped Aocesstble Boat
Sum
launch Pier Induding P9Ing,
Strhrgero, Handra9, Decking, Guard
Reg, Curbs, Bands and Fasteners
18,000.00
18 000.00 18,000.00
18,000.00
t 1,000.00
1 1,000.00
41.
185
LF.
Bulkheading and Special Backflll
�I
Indudtng Plitng, Whalers, Sheathing,
Deadmen, Filter Fabric, Tie- Backs,
and Fasteners
, 350.00
'
..64,750.00
535.00
98,975.00
453.00
83,805.00
42.
AM
Lump
Signs as Shown on Drawings loi
`�
Sum
Safe Boating, Construction Credit
and Permanent Plaque
1,500.00
•'
1,500.00
1,200.00
1,200.00
4,000.00
4,000.00
43.
All
Lump
Sum
Concrete Slab Tor Temporary Toilets
24'x e'x 4', Complete M Place
650.00
650.00
1,000.00
1,000.00
800.00
800.00
44.
5
Each
Wheel Stops a, Detailed on
Drewings and Installed as shovm
30.00
150.00
60.00
250.00
25.00
125.00
�45.
�
All
Lump
Sum
Brick Paver TroJI Oellnatoro as shown
and detailed on the Orawlrtgs
3,500.00
3,500.00
1,000.00
1,000.00
350.00
350.00
Tote) Base Bki
5595,408.00
5838,438.50
5781,58822
Add AIL
11
Eech
Rekscete Channel Day Markers from
1
Ship Channel to Marina Bash,
Complete M Place
900.00
9,900.00
1,200.00
13,200.00
12,000
132,000.00
Add
3
Eech
Placement of T dleuneter 25 bng
�,
qtL
0.60 CCA Wood Piles at Locatlons
Shown, Complete [n Place
1,800.00
4,800.00
3,900.00
t 1,700.00
800.00
2,400.00
2
Add
18
Each
Set 18, 2' diameter Schedule 40, 18'
Alt,
bng DeMaetero at 100 toot Sparing
7' PI1es, Complete to Place
250.00
4,500.00
400.00
7,200.00
533.33
9,800.00
g
Between
GRAND TOTAL
5614,606.00
5668,538.50
5925,58822
! f
Page 4 of 4
�a
a
.�
LOTUS,95,3 -- -PAGE 1 -- 9504 -70T
_.
TITLE: ANNUAL RADlO PARTS CONTRACT
BID #: 9504 -70 This is an "all or none" bid.
DATE: MAY 30, 1995 2:00 P.M.
CITY OF BAYTOWN
B1D TABULATION
HUTTON COMMUNICA.
TESSCO:,...a.:�- �.:_� .��.. ���
...
NO.
QTY.
UNIT
DESCRIPTION
UNIT PRICq
EXT. PRIC
UNIT PRICq
EXT. PRIC
UNIT PRICE
EXT. PRIC
1.
5
each
Ada ter, NFemale /UHF Male
4.07
20.35
5.63
28.15
2.
5
each
Ada ter, UHF Female /N Male
7.50
37.50
9.01
45.05
3.
6
each
Ada ter, UHF /F- -UHF /F
1.88
11.28
2.63
15.78
4.
1
each
Antenna, 450 Plastic Radome
26.50
26.50
29.82
29.82
5.
1
each
Antenna, 800 MHZ -On Glass "N"
26.23
9.33
29.33
29.33
6.
1
each
Antenna, 800 MHZ -On Glass 'T'
26.23
26.23
29.33
29.33
7.
2
each
Antenna, 800 MHZ Roof To "N"
31.00
62.00
34.68
69.36
8.
2
each
Antenna, 800 Plastic Radome
49.00
98.00
55.11
110.22
9.
2
each
Antenna, Dual Band Cou ler
38.00
76.00
36.63
73.26
10.
2
each
Antenna, UHF 114 Wave
9.25
18.50
10.56
21.12
11.
5
each
Antenna, UHF 114 Wave whi
3.00
15.00
3.52
17.60
12.
2
each
Antenna, UHF BNC Stubb
7.10
14.20
9.77
19.54
13.
15
each
Antenna, UHF Gain ASP -1650
32.00
480.00
32.10
481.50
14.
5
each
Antenna, UHF Motorola MX Lon
6.25
31.25
6.62
33.10
15.
5
each
Antenna, UHF MX Stubb
6.25
31.25
6.62
33.10
16.
2
each
Antenna, UHF On Glass
38.75
77.50
43.55
87.10
17.
15
each
Antenna, UHF /GE MPR 2" Stub
5.00
75.00
7.04
105.60
18.
10
each
Antenna, UHF /GE MPR 6"
5.00
50.00
6.62
66.20
19.
1
each
Antenna, V /UHF Glass Dual Ban
0.00
0.00
93.84
93.84
20.
10
each
Antenna, VHF 1/4 Wave
10.00
100.00
11.36
113.60
21.
1
each
Antenna, VHF BNC Lon
8.55
8.55
9.33
9.33
22.
15
each
Antenna, VHF Gain
32.00
480.00
32.10
481.50
23.
5
each
Antenna, VHF MPE /PE/PY Lon
5.00
25.00
6.62
33.10
24.
5
each
Antenna, VHF MPElPE /PY stubb
5.00
25.00
7.70
38.50
25.
2
each
Antenna, VHF MX Lon
6.25
12.50
6.62
13.24
26.
2
each
Antenna, VHF On Glass
38.75
77.50
39.00
78.00
27.
1
each
Antenna, VHF On Glass
29.50
29.50
29.55
29.55
28.
2
each
Antenna, VHF Plastic Radome
56.50
113.00
63.32
126.64
29.
5
each
Antenna, VHF Whi
4.15
20.75
4.66
23.30
30.
10
each
Antenna, VHF /UHF Whi
1.15
11.50
1.34
13.40
LOTUS,95,3 -- -PAGE 2 -- 9504 -70T
.: CITY OF BAYTOWN
BID TABULATION
TITLE: ANNUAL RADIO PARTS CONTRACT
BID #: 9504 -70 This is an "all or none" bid.
DATE' MAY 30. 1995 2:00 P.M.
t � c
HUTTON COMMUNICA.
TESSCO •
•
NO.
QTY.
UNIT
DESCRIPTION
UNIT PRICq
EXT. PRIC
UNIT PRICq
EXT. PRIC
UNIT PRICE
EXT. PRIC
31.
5
each
Batte Bolt, Side Mount
0.00
0.00
1.84
9.20
32.
2
each
Batte Bolt, To Mount
0.00
0.00
1.64
3.28
33.
7
each
Batte Ta ,Cable
0.00
0.00
1.75
12.25
34.
4
each
Batte , GE MPDlMPA 1700 MA
97.50
390.00
98.80
395.20
35.
17
each
Batte , GE MPD /M PA Short
74.10
1,259.70
75.05
1,275.85
36.
10
each
Batte , GE MPE /PE /PY Ra id
25.00
250.00
28.27
282.70
37.
47
each
Batte , GE MPR /MPS Lon Bo
40.35
1,896.45
49.22
2,313.34
38.
14
each
Batte , GE MPX
29.20
408.80
34.35
480.90
39.
1
ack/6
Batte , Minitor Pa er
22.80
22.80
11.86
11.86
40.
3
each
Batte ,Motorola HT -90
23.15
69.45
32.61
97.83
41.
2
each
Batte ,Motorola HT220
25.60
51.20
29.06
58.12
42.
1
each
Batte ,Motorola MX 750MAH
27.75
27.75
29.39
29.39
43.
14
each
Batte ,Motorola MX Lon
31.40
439.60
39.55
553.70
44.
5
each
Bracket, L Antenna 314" Hole
2.70
13.50
3.03
15.15
45.
150
foot
Cable, RG -58U
0.16
24.00
0.28
42.00
46.
1
k/1000
Clam ,Cable 314"
0.00
0.00
36.69
36.69
47.
5
each
Clam roundin
3.00
15.00
3.09
15.45
48.
1
k/100
Cli ,Cable
0.00
12.50
12.50
49.
5
each
Connector, BNC Male RG -58
2.30
11.50
3.01
15.05
50.
5
each
Connector, BNC Maile RG -59
0.99
4.95
1.49
7.45
51.
2
k/5
Connector, Mini UHF
6.25
12.50
6.72
13.44
52.
1
each
Connector, N Male RG -58
2.63
2.63
7.52
7.52
53.
6
each
Connector, NMale- Proflex
2.10
12.60
3.04
18.24
54.
3
each
Connector, TNC Male RG -58
1.16
3.48
1.49
4.47
55.
52
each
Connector, UHF Male RG -58
0.63
32.76
0.92
47.84
56.
17
each
Cord, Micro honelDelta
15.50
263.50
16.80
285.60
57.
2
each
Decoder, CTCSS Decoder
35.95
71.90
38.36
76.72
58.
4
each
Decoder, Two -Tone Decoder
49.45
197.80
52.76
211.04
59.
1
k/100
Disconnect, Insulated Female
0.00
0.00
2.36
9.44
60.
1
each
Encoder, SS -32SMP CTCSS
0.00
24.04
24.04
t � c
LOTUS,95,3 -- -PAGE 3 -- 9504 -70T
:- CITY OF BAYTOWN
BID TABULATION
TITLE: ANNUAL RADIO PARTS CONTRACT
BID #: 9504 -70 This is an "a!I or none" bid.
DATE: MAY 30, 1995 2:00 P.M.
C �
HUTTON COMMUNICA.
TESSCO�
NO.
QTY.
UNIT
DESCRIPTION
UNIT PRICq
EXT. PRIC
UNIT PRICQ
EXT. PRIC
UNIT PRICE
EXT. PRIC
61.
1
k/100
Fuse, AGC 15A
0.00
0.00
5.64
5.64
62.
1
k/100
Fuse, AGC 1A
0.00
0.00
5.64
5.64
63.
1
k/100
Fuse, AGC 2A
0.00
0.00
5.64
5.64
64.
1
k/100
Fuse, AGC 30A
0.00
0.00
5.64
5.64
65.
1
k/100
Fuse, AGC 3A
0.00
0.00
5.64
5.64
66.
1
k/100
Fuse, AGC 5 AMP
0.00
0.00
5.64
5.64
67.
1
k/100
Fuse, AGC 7.5 A
0.00
0.00
5.64
5.64
68.
2
k/25
Fuseholder, Yellow Sna lock
0.00
0.00
14.72
29.44•
69.
1
k/100
Grommet, 114" ID 318" Hole
0.00
0.00
4.87
4.87
70.
1
k/100
Grommet, 5/8" ID 718" Hole
0.00
0.00
21.46
21.46
71.
1
k/100
Grommet, 9116" ID 314" Hole
0.00
0.00
15.46
15.46
72.
1
k/25
Hole Plu , 3/4"
20.20
20.20
31.00
31.00
73.
1
each
Meter, Movement W /Cable -Bird
78.30
78.30
89.98
89.98
74.
15
each
Micro hone, Multi -use
28.00
420.00
30.08
451.20
75.
7
each
Mount, Floor /Bucket 3 unit
49.60
347.20
52.92
370.44
76.
6
each
Mount, Floor/ Bucket 4 Unit
57.50
345.00
61.43
368.58
77.
9
each
Mount, SM 212 Short Stack
32.50
292.50
34.67
312.03
78.
2
each
Plu , Ci arette Li hter�re
0.00
0.00
5.54
11.08
79.
1
each
Rela , 12 V Hom
3.00
3.00
3.57
3.57
80.
1
each
Socket, 12 V Rela
0.00
0.00
1.29
1.29
81.
4
each
Socket, Print Kote
0.00
0.00
1.85
7.40
82.
1
k/100
Slice, Blue Butt 16 -14 GA.
0.00
0.00
2.83
2.83
83.
1
k/100
Slice, Blue Sna 18 -14 GA.
8.50
8.50
7.16
7.16
84.
1
k1100
Slice, Red Butt 22 -18 GA.
7.61
7.61
7.62
7.62
85.
1
k125
Slice, Red Butt 8 GA.
10.80
10.80
13.61
13.61
86.
1
k/100
Slice, Red Sna 22 -18 GA.
12.70
12.70
10.75
10.75
87.
1
k1100
Slice, Yellow Butt 12 -10 GA.
0.00
0.00
5.09
5.09
88.
1
k1100
Ta ,Flat Fuse ATC
0.00
0.00
22.40
22.40
89.
1
k/100
Ta ,Flat Fuse AGC
0.00
0.00
24.00
24.00
90.
1
k/100
Terminal, Blue Fork 16 -14 GA.
7.42
7.42
7.42
7.42
C �
LOTUS,95,3 -- -PAGE 4 -- 9504 -70T
CITY OF BAYTOWN
BID TABULATION
TITLE: ANNUAL RADIO PARTS CONTRACT
BID #: 9504 -70 This is an "all or none" bid.
DATE: MAY 30. 1995 2:00 P_M_
� c �
HUTTON COMMUNICA.
TESSCO
NO.
QTY.
UNIT
DESCRIPTION
UNIT PRIC
EXT. PRIC
UNIT PRICq
EXT. PRIC
UNIT PRICE
EXT. PRIC
91.
1
k/100
Terminal, Blue Rin 16 -14 GA.
0.00
0.00
7.42
7.42
92.
1
k/100
Terminal, Blue Rin 5116"
'92.0
0.00
9.34
9.34
`minimum ord
r 1000/ k
93.
1
k1100
Terminal, Male S ade 22 -18
26.75
26.75
26.83
26.83
94.
1
k1100
Terminal, Red Fork 22 -18 GA
*65.7
0.00
7.25
7.25
'minimum ord
r 1000/ k
95.
1
k/100
Terminal, Red Rin 22 -18 GA.
7.25
7.25
7.42
7.42
96.
1
k/25
Terminal, Red Rin 8 GA X 114
14.75
14.75
14.92
14.92
97.
1
k/200
Terminal, Red Rin 8 GA X 3/8
'11.3
0.00
56.98
56.98
*incorrect/ ri
ed b su lie
98.
1
k/25
Terminal, Red Rin 8 GA. 5116
*56.3
0.00
7.13
7.13
*minimum ord
r 2001 k
99.
1
k/50
Terminal, Red Rin 8 GA. X #10
*41.9
0.00
4.53
4.53
'minimum ord
r 200/ k
100.
1
k/50
Terminal, Yellow Rin 12 -10
'10.0
0.00
5.09
5.09
'minimum ord
r 200/ k
101.
1
k/50
Terminal, Yellow Rin 12 -10GA
6.00
6.00
6.07
6.07
102.
1
k/100
Tie Mount, Adhesive Backed
38.00
38.00
37.32
37.32
103.
2
k/50
Tie Wra ,Black 15 X 5116"
15.75
31.50
15.44
30.88
104.
1
k/1000
ite Wra ,Black 4" X 1/16"
0.00
0.00
7.70
7.70
105.
2
k/1000
Tie Wra ,Black 7.5" X 3116"
0.00
0.00
19.60
39.20
106.
1
k/100
Tie Wra , Cable /MTG Hole
0.00
0.00
6.74
6.74
107.
1
footh00
Tubin , S lit Loom .350"
0.00
0.00
9.43
9.43
108.
1
foot1100
Tubin , S lit Loom 1"
0.00
0.00
21.21
21.21
109.
1
foot/100
Tubin , S lit Loom 112"
0.00
0.00
10.84
10.84
110.
1
foot/100
Tubin , S lit Loom 3/4"
0.00
0.00
16.17
16.17
111.
1
footJ4
Velcro, Fastener 3/4" Black
0.00
0.00
5.01
5.01
112.
1
S o01 /50
Wire, Black 12 GA.
0.00
0.00
42.43
42.43
113.
1
S 001150
Wire, Black 18 GA.
0.00
0.00
14.80
14.80
114.
1
S ooU10
Wre, Black 8 GA.
0.00
0.00
33.31
33.31
� c �
� 7
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lotus,95,3 -- -PAGE 1 -- 9505 -72T
CITY OF BAYTOWN
B1D TABULATION
TITLE: ANNUAL CAST IRON CASTINGS CONTRACT
BID #: 9505 -72 This is an "all or none" bid.
DATE: JUNE 6 1995 2:00 P.M.
GOLDEN TRIANGLE
INDUSTRIAL
INTERNAT.
O 8� R UTILITIES
NO.
QTY.
UNIT
DESCRIPTION
UNIT PRICQ
EXT. PRIC
°UNIT PRIC
� � EXT: PRIC
UNIT PRIC©
EXT. PRIC
I.
d'u stable
V
Ive Box
'• ''•�;• °f` "' �
•�• •..•
�� �;;:
1.
45
each
24" x 36" x 5 -114"
25.00
1,125.00
18:50
832.50
24.00
1,080.00
II.
anhole
Cov
rs Onl
� '
2.
30
each
Heav dut o en grated covers -
80.00
2,400.00
.•�: 39.15
• • •.1,174.50
no bid
0.00
22" castin s
���'
� - .
3.
25
each
Light wei ht - 22" castin s
50.00
1,250.00
' � '� : � ;:40:00
�: ��.�= 1;000.00
64.00
1,600.00
VM -17 ora roved a ual
•• �•i'�'�• b�}
}.� /t+�'•�..�.1t�i�`i
� ^: ' � �} j:
�Ui w��.ti�1.iY'.ji :f�'rt:
4.
25
each
Heav wei ht - 22" castin s
65.00
1,625.00
:•:� {:47:20
� -::;'r ;:1;180.00
64.00
1,600.00
VM -18 MOD ora roved a ual
•:.'_`•� x; >��: j; ?�,�
:�;;.__; ��; �-���� -_
_ 5.
10
each
Hea wei ht - 22" castin s
65.00
650.00
�:- . _: .47.20
'•=�� : '; 472.00
64.00
640.00
VM -18 or a roved a ual
��•��•�.-��;�.�'
-��: _, <_�: +�;,j.
6.
5
each
Water ti ht bolt on lid
80.00
400.00
.; °.�'� x;-0'95:00
�"�' ? ':475 :00
106.00
530.00
VM -18 MOD.WT or a roved a
al
' .. �'�����'••
� •,
• ••••� -�• �: + ���
:r} � ,, s r,
III.
anh
le Cas
in sand Covers
::�;�.�;;•';t <�- �:;.��'
��;=: t;�, "'
7.
10
each
Li ht wei ht - 22" casting &cove
85.00
850.00
�;�. ;:;.:;70.00
;•';• °::x''700.00
80.00
800.00
VM -17 ora roved a ual
'•" ':, #;'•��� �ti.
°��` •� -� °'' •• -��
a w•
8.
30
each
Heav wei ht - 22" castin 8= co
100.00
3,000.00
;,�`'�•g';"'i�;85;00•
: ?a.��2550:00
93.50
2,805.00
VM -18 MOD ora roved a ual
='�-�';,;�.��i�' ' ►
••a��1° ,,.� ~,�;���•'
9.
10
each
Heav wei ht - 22" casting 8� cov
196.00
1,960.00
�:;��•" ���? :181 ?00
'-��':1;810:00
183.00
1,830.00
VM 18 or a roved a ual
,.'�",,�:, �.
.�.:� � �•_ �• +•:• ��,�
10.
5
each
Water tight bolt -on covers
140.00
700.00
.. •:135.00
�:::; � ,:: ••675.00
137.00
685.00
22" castin and cover
,r � �:,� ;r�;��L
��
�; •,� •w�l;�.J -,�;
M18 MOD.WT ore ual
°'. �t' `�•;h•yr�• °
. ,-
�� . �� : j.
,, ..
IV.
Rect
n ular
Grate Castin s and O en
overs - Re
lar- covers
obe��rectan
ular °•18��`x�3
"and
11.
10
each
Re ular -18 "x36" o en inlet rate
190.00
1,900.00
'��..: 170:00
;.�;-�:�1,700.00.
185.29
1,852.90
cover and castings
�
`__
. ��s:� ^ =;,�,;
. �,; •�_
Iotus,95,3 -- -PAGE 2 -- 9505 -72T
CITY OF BAYTOWN
BID TABULATION
TITLE: ANNUAL CAST IRON CASTINGS CONTRACT
BID #: 9505 -72 This is an "all or none" bid.
DATE:
JUNE 6 1995
2:00 P.M.
GOLDEN TRIANGLE
INDUSTRIAL
INTERNAT.
O 8 R UTILITIES
NO.
OTY.
UNIT
DESCRIPTION
UNIT PRICD
EXT. PRIC
UNIT PRIC
� EXT. PRIC
UNIT PRICO EXT. PRIC
V.
Sew
r Clea
outs
-- Boot -ty a sewer cle
nout
with li
.Lids to b
stain ed c
eahout.
12.
25
each
Trinit
Valle
1684 oreual
45.00
1,125.00
31.00
- � 775.00
28.24
706.00
I
VI.
Exx
n T e
Inlet Castin s &Inlet Grate
Covers
13.
10
each
Inlet castin - rec. heav dut
4 -112" in de th
125.00
1,250.00
125.00
.. 1,250.00
nd bid
0.00
14.
10
each
inlet o en rate cover
90.00
900.00
125.00
1,250.00
no bid
0.00
- .� ' U,1
VII.
T "C"
V
Ican
T e "C," Old S le H
� uston or a
roved
e u
I Shall
be:15"
x 23" x 1'
.
15.
20
each
15" x 23" x 1"
45.00
900.00
'� '� "30.00
- � 600.00
36.00
720.00
GRAND TOTAL:
20,035.00
16 444.00
14,848.90
Did not
bid all
terns.
�
_
LOCATION:
BEAUMONT,
EXAS
FRIENDSWO
� D, TEXAS
HOUSTON, TEXAS
DELIVERY:AS
REQUES
D
AS REQUES
D.
AS REQUES
D
LAST YEAR'S BID:
INDUSTRIAL INTERNATIONAL, INC.: $14,990.00
QUANTITIES REMAINED THE SAME THIS YEAR..
not bid because
9 %increase this year over last year.
Various items increased while others decreased due to competitiveness
&market Fluctuation.
lust overlooked bidding deadline_
Rohan
Company and
Municipal
Pipe &Fabricating did
Alamo Iron Works sales representative moved to San Antonio branch oFFce.
L �
a
a
a►
.�
lotus,95,3 -- -PAGE 1 -- 9505 -75T
CITY OF BAYTOWN
BID TABULATION
TITLE: ANNUAL FILL SAND CONTRACT
BID #: 9505 -75
DATE: JUNE 6. 1995 2:00 P.M.
NO.
QTY.
UNIT
DESCRIPTION
BAYTOWN'SAND`8� -CLAY
SMART MATERIALS�INC:'
WAL'KER:SAND� INC';��'��t�°
UNIT PRIC
EXT. PRIC
�" UNIT.PRIC
;�� EXT: PRIC
UNIT PRICt�
EXT. PRIC
1.
4500
ards
Fill Sand
4.15
18,675.00
'' � " ;` `� t= }''�'°''4'�15
x'``18'675:00
5.95
26,775.00
., r
SUPPLY POINT:
MT. BELVIEU
TEXAS
LIBERTY�.TE
S�" �' �
LA PORTE, TEXAS
-,• - f
,, '
� f�., ..
DELIVERY:
AS REQUES
D
AS'REQU�S
ED` . �:,.•: `, = � :. -
AS REQUES
D
P a_ � ��loca 'ori�
' 1:;10'8 � . -� � .
H iiwa' 4�t•
rid: 4FM�565�
NO.
QTY.
UNIT
DESCRIPTION
BEDROCKtMATERIALS'� '"w
&''Needlepoint
Road:. ��!�•�.t �;=?s
UNIT PRIC EXT. PRIC
1.
4500
ards
Fill Sand
4.25
19,125.00
SUPPLY POINT:
CHANNELVIE
,TEXAS
DELIVERY:
AS REQUES
D
�;
..
,
LA
YE
R'S BI
BAYfOWN SAND'�`CLAYi
NO.
QTY.
UNIT
DESCRIPTION
UNIT PRIC
EXT. PRIC
1.
4500
ards
Fill Sand
4.15
18,675.00
Where there is a tie, consideration regarding past service must be taken into account for evaluation purposes.
Service problems for Baytown Sand � Clay included late deliveries, inability to deliver on various occasions
because was too muddy to get to sand at their site, and inadequate content of sand requiring rejection of
a load.
06/07/95
TO:
13.49 $713 120 5322 BYT ,,' PUBLIC WRK
MEMORANDUM
June 7, 1995
Sandy Sparks, Purchasing
a 001
r
. u ►, t -- 7 ISM
rrCtWED i
FROM: Mike Prewitt, Superintendent Utilities Transmission
SUBJECT: Bank Sand Contract
On October 3, 1994, the City had to go off contract to get clean
sand without clay because Baytown Sand & Clay could not provide.
On March 1, 1995, the City had to go off contract because Baytown
Sand & clay said it was too muddy for them to get to their sand.
On May 9, 1995, the City had to go off contract because Baytown
Sand & Clay said it was too wet for them to get to their sand.
Also, the delivery time was very long. Baytown Sand & Clay told
the City to call early so they could get scheduled. On several
occasions it would take Baytown Sand & Clay as long as six (6)
hours to deliver.
MP /np
Attachment "F"
ORDINANCE NO. 7338
ORDINANCE AUTHORIZING THE ISSUANCE OF $5,200,000 CITY OF
BAYTOWN, TEXAS, WATERWORKS AND SEWER SYSTEM REVENUE
BONDS, SERIES 1995; APPROPRIATING $1,528,850 OF THE
PROCEEDS OF SALE THEREOF FOR WATERWORKS IMPROVEMENTS AND
$3,671,150 OF THE PROCEEDS OF SALE THEREOF FOR SEWER
SYSTEM IMPROVEMENTS; AND CONTAINING OTHER PROVISIONS
RELATED THERETO
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN:
ARTICLE I
FINDINGS AND DETERMINATIONS
Section 1: Findings and Determinations. It is hereby
officially found and determined that:
(a) The City held an election on May 4, 1991, at which
the duly qualified voters of the City authorized
the issuance of $6,450,000 waterworks system
revenue bonds for the purpose of improving and
extending the City's waterworks system and
$19,150,000 sanitary sewer system revenue bonds for
the purpose of improving and extending the City's
sanitary sewer system.
(b) The City is authorized by Article 1111 et sect,
Vernon's Texas Civil Statutes, as amended, to issue
bonds payable from the net revenues such system,
and is authorized by Article 1112 to issue such
bonds without an election to provide money for
acquisitions, extensions, construction, improvement
or repair of such system.
(c) The City Council, by ordinance adopted June 1,
1995, authorized the giving of notice under Article
2368a, Vernon's Texas Civil Statutes, as amended,
and Chapter 252, Texas Local Government Code, as
amended, of its intention to issue the bonds
authorized by this Ordinance, and such notice was
published as required by law.
(d) The City has not received any petition for a
referendum concerning the issuance of such bonds.
(e) The City desires to combine the $3,200,000
revenue bonds voted at the May 4, 1991
election with the $2,000,000 revenue bonds
authorized by giving notice of intention into
one issue.
ba
ARTICLE II
DEFINITIONS AND INTERPRETATIONS
Section 2.1: Definitions. In this Ordinance, the following
terms shall have the following meanings, unless the context clearly
indicates otherwise:
The term "Acts" shall mean Articles 1111 through 1118 and
Article 717k-6,, Vernon's Texas Civil Statutes, as amended.
The term "Additional Parity Bonds" shall mean the additional
parity revenue bonds permitted to be issued by the City pursuant to
Section 6.1 of this Ordinance.
The term "Bonds" shall mean the City of Baytown, Texas,
Waterworks and Sewer System Revenue Bonds, Series 1995, authorized
by this Ordinance.
The term "Business Day" shall mean any day which is not a
Saturday, Sunday, a day on which banking institutions in the city
where the principal corporate trust office of the Registrar is
located are authorized by law or executive order to close, or a
legal holiday.
The term "City" shall mean the City of Baytown, Texas, and
where appropriate, the City Council thereof and any successor to
the City as owner of the System.
The term "Code" shall mean the Internal Revenue Code of 1986,
as amended.
The term "Comptroller" shall mean the Comptroller of Public
Accounts of the State of Texas.
The term "Gross Revenues" shall mean all revenues, income and
receipts of every nature derived or received by the City from the
operation and ownership of the System and the interest income from
the investment or deposit of money in the Revenue Fund, the
Interest and Sinking Fund, and the Reserve Fund.
The term "Insurer" shall mean MBIA Insurance Corporation.
The term "Interest Payment Date ", when used in connection with
any Bond, shall mean February 1, 1996, and each August 1 and
February 1 thereafter until maturity or earlier redemption.
The term "Maintenance and Operation Expenses" shall mean the
reasonable and necessary expenses of operation and maintenance of
the System, including all salaries, labor, materials, repairs and
extensions necessary to render efficient service (but only such
-2-
MEZZO
repairs and extensions as, in the judgment of the governing body of
the City, are necessary to keep the System in operation and render
adequate service to the City and the inhabitants thereof, or such
as might be necessary to meet some physical accident or condition
which would otherwise impair the Parity Bonds), and all payments
under contracts now or hereafter defined as operating expenses by
the Legislature of Texas. Depreciation shall never be considered
as a Maintenance and Operation Expense.
The term "Net Revenues" shall mean all Gross Revenues
remaining after deducting the Maintenance and Operation Expenses.
The term "Ordinance" shall mean this bond ordinance and all
amendments hereof and supplements hereto.
The term "Outstanding Bonds" shall mean the Series 1991 Bonds,
the Series 1992 Bonds, the Series 1993 Bonds, and the Series 1994
Bonds.
The term "Owner" or "Registered Owner ", when used with respect
to any Bond shall mean the person or entity in whose name such Bond
is registered in the Register. Any reference to a particular
percentage or proportion of the Owners shall mean the Owners at a
particular time of the specified percentage or proportion in
aggregate principal amount of all Bonds then outstanding under this
Ordinance, exclusive of Bonds held by the City.
The term "Parity Bonds" shall mean the Bonds, the Outstanding
Bonds, and each series of Additional Parity Bonds from time to time
hereafter issued, but only to the extent such Parity Bonds remain
outstanding.
The term "Paying Agent" shall mean the Registrar.
The term "Record Date" shall mean, for any Interest Payment
Date, the fifteenth (15th) calendar day of the month next preceding
each Interest Payment Date.
The term "Register" shall mean the books of registration kept
by the Registrar in which are maintained the names and addresses
of, and the principal amounts of the Bonds registered to, each
Owner.
The term "Registrar" shall mean First Interstate Bank of
Texas, N.A., Houston, Texas, and its successors in that capacity.
The term "Series 1991 Bonds" shall mean the City of Baytown,
Texas, Waterworks and Sewer System Revenue Bonds, Series 1991.
The term "Series 1992 Bonds" shall mean the City of Baytown,
Texas, Waterworks and Sewer System Revenue Bonds, Series 1992.
-3-
la
The term "Series 1993 Bonds" shall mean the City of Baytown,
Texas, Waterworks and Sewer System Revenue Bonds, Series 1993.
The term "Series 1994 Bonds" shall mean the City of Baytown,
Texas, Waterworks and Sewer System Revenue Bonds, Series 1994.
The term "Special Project" shall mean, to the extent permitted
by law, any waterworks or sanitary sewer system property,
improvement or facility declared by the City not to be part of the
System and substantially all of the costs of acquisition,
construction, and installation of which is paid from proceeds of a
financing transaction other than the issuance of bonds payable from
ad valorem taxes or Net Revenues of the System, and for which all
maintenance and operation expenses are payable from sources other
than revenues of the System, but only to the extent that and for so
long as all or any part of the revenues or proceeds of which are or
will be pledged to secure the payment or repayment of such costs of
acquisition, construction and installation under such financing
transaction.
The term "System" shall mean all properties, facilities,
improvements, equipment, interests, and rights constituting the
waterworks and sanitary sewer system of the City, including all
future extensions, replacements, betterments, additions, and
improvements to the System. The System shall not include any
Special Project.
The term "Underwriters" shall mean Masterson Moreland Sauer
Whisman, Inc., A.G. Edwards & Sons, Inc., Rauscher Pierce Refsnes,
Inc., and Edward D. Jones & Co.
Section 2.2: Interpretations. All terms defined herein and
all pronouns used in this Ordinance shall be deemed to apply
equally to singular and plural and to all genders. The titles and
headings of the articles and sections of this Ordinance have been
inserted for convenience of reference only and are not to be
considered a part hereof and shall not in any way modify or
restrict any of the terms or provisions hereof. This Ordinance and
all the terms and provisions hereof shall be liberally construed to
effectuate the purposes set forth herein and to sustain the
validity of the Parity Bonds and the validity of the lien on and
pledge of the Net Revenues to secure the payment of the Parity
Bonds.
-4-
ig
ARTICLE III
TERMS OF THE BONDS
Section 3.1: Authorization and Authorized Amount. The Bonds
shall be issued pursuant to the Acts in fully registered form,
without coupons, in the amount of $5,200,000. The amount
appropriated, and the purposes for which the Bonds are issued are
$1,528,850 for improving and extending the City's waterworks system
and $3,671,150 for improving and extending the City's sanitary
sewer system.
Section 3.2: Designation, Date, and Interest Pavment Dates.
The Bonds shall be designated as "City of Baytown, Texas,
Waterworks and Sewer System Revenue Bonds, Series 1995," and shall
be dated July 1, 1995. The Bonds shall bear interest payable on
each Interest Payment Date at the rates set out in Section 3.3 of
this Ordinance from the later of July 1, 1995, or the most recent
Interest Payment Date to which interest has been paid or duly
provided for., calculated on the basis of a 360 day year of twelve
30 day months.
Section 3.3: Initial Bonds; Numbers and Denomination. The
Bonds shall be initially issued bearing the numbers, in the
principal amounts, and bearing interest at the rates set forth in
the following schedule, and may be transferred and exchanged as set
out in this Ordinance. The Bonds shall mature, subject to prior
redemption in accordance with this Ordinance, on February 1 in each
of the years and in the amounts set out in such schedule. Bonds
delivered on transfer of or in exchange for other Bonds shall be
numbered in order of their authentication by the Registrar, shall
be in the denomination of $5,000 or integral multiples thereof, and
shall mature on the same date and bear interest at the same rate as
the Bond or Bonds in lieu of which they are delivered.
Bond Principal Year of Interest
Number Amount Maturity Rate
R- 1
$ 160,000
2003
5.90%
R- 2
320,000
2004
5.90%
R- 3
340,000
2005
5.95%
R- 4
365,000
2006
5.35%
R- 5
390,000
2007
5.45%
R- 6
420,000
2008
5.558
R- 7
450,000
2009
5.65%
R- 8
480,000
2010
5.75%
R- 9
515,000
2011
5.85%
R -10
550,000
2012
5.90%
R -11
1,210,000
2014
5.95%
-5-
Section 3.4: Execution of Bonds: Seal. The Bonds shall be
signed on behalf of the City by the Mayor and countersigned by the
City Clerk, by their manual, lithographed, or facsimile signatures,
and the official seal of the City shall be impressed or placed in
facsimile thereon. Such facsimile signatures on the Bonds shall
have the same effect as if each of the Bonds had been signed
manually and in person by each of said officers, and such facsimile
seal on the Bonds shall have the same effect as if the official
seal of the City had been manually impressed upon each of the
Bonds. If any officer of the City whose manual or facsimile
signature shall appear on the Bonds shall cease to be such officer
before the authentication of such Bonds or before the delivery of
such Bonds, such manual or facsimile signature shall nevertheless
be valid and sufficient for all purposes as if such officer had
remained in such office.
Section 3.5.: Approval By Attorney General: Registration by
Comptroller. The Bonds to be initially issued shall be delivered
to the Attorney General of Texas for examination and approval and
shall be registered by the Comptroller. The manually executed
registration certificate of the Comptroller substantially in the
form provided in Article IV of this Ordinance shall be affixed or
attached to the Bonds to be initially issued.
Section 3.6: Authentication. Except for the Bonds to be
initially issued, which need not be authenticated, only such Bonds
as shall bear thereon a certificate of authentication substantially
in the form provided in Article IV of this Ordinance, manually
executed by an authorized representative of the Registrar, shall be
entitled to the benefits of this Ordinance or shall be valid or
obligatory for any purpose. Such duly executed certificate of
authentication shall be conclusive evidence that the Bond so
authenticated was delivered by the Registrar hereunder.
Section 3.7. Payment of Principal and Interest. The
Registrar is hereby appointed as the registrar and paying agent for
the Bonds. The principal of the Bonds shall be payable, without
exchange or collection changes, in any coin or currency of the
United States of America which, on the date of payment, is legal
tender for the payment of debts due the United States of America,
upon their presentation and surrender as they respectively become
due and payable at the principal corporate trust office of the
Registrar. The interest on each Bond shall be payable by check
payable on the Interest Payment Date, mailed by the Registrar on or
before each Interest Payment Date to the Owner of record as of the
Record Date, to the address of such Owner as shown on the Register,
or by such other method, acceptable to the Registrar, requested by
and at the risk and expense of the Owner.
( ^. If the date for the payment of principal or interest on any
Bond is not a Business Day, then the date for such payment shall be
-6-
la
Wa
the next succeeding Business Day, and payment on such date shall
have the same force and effect as if made on the original date such
payment was due.
Section 3.8. Successor Registrars. The City covenants that
at all times while any Bonds are outstanding it will provide a
commercial bank or trust company organized under the laws of the
State of Texas or other entity duly qualified and legally
authorized to act as Registrar for the Bonds. The City reserves
the right to change the Registrar for the Bonds on not less than
60 days written notice to the Registrar, so long as any such notice
is effective not less than 60 days prior to the next succeeding
principal or interest payment date on the Bonds. Promptly upon the
appointment of any successor Registrar, the previous Registrar
shall deliver the Register or a copy thereof to the new Registrar,
and the new Registrar shall notify each Owner, by United States
mail, first class postage prepaid, of such change and of the
address of the new Registrar. Each.Registrar hereunder, by acting
in that capacity, shall be deemed to have agreed to the provisions
of this Section.
Section 3.9. Special Record Date. If interest on any Bond is
not paid on any Interest Payment Date and continues unpaid for
thirty (30) days thereafter, the Registrar shall establish a new
record date for the payment of such interest, to be known as a
Special Record Date. The Registrar shall establish a Special
Record Date when funds to make such interest payment are received
from or on behalf of the City. Such Special Record Date shall be
fifteen (15) days prior to the date fixed for payment of such past
due interest, and notice of the date of payment and the Special
Record Date shall be sent by United States mail, first class,
postage prepaid, not later than five (5) days prior to the Special
Record Date, to each Owner or record of an affected Bond as of the
close of business on the day prior to the mailing of such notice.
Section 3.10. Ownership; Unclaimed Principal and Interest.
Subject to the further provisions of this Section, the City, the
Registrar and any other person may treat the person in whose name
any Bond is registered as the absolute Owner of such Bond for the
purpose of making and receiving payment of the principal of or
interest on such Bond, and for all other purposes, whether or not
such Bond is overdue, and neither the City nor the Registrar shall
be bound by any notice or knowledge to the contrary. All payments
made to the person deemed to be the Owner of any Bond in accordance
with this Section 3.10 shall be valid and effectual and shall
discharge the liability of the City and the Registrar upon such
Bond to the extent of the sums paid.
Amounts held by the Registrar which represent principal of and
interest on the Bonds remaining unclaimed by the Owner after the
expiration of three years from the date such amounts have become
-7-
im
due and payable shall be reported and disposed of by the Registrar
in accordance with the applicable provisions of Texas law
including, to the extent applicable, Title 6 of the Texas Property
Code, as amended.
Section 3.11. Registration, Transfer, and Exchancre. So long
as any Bonds remain outstanding, the Registrar shall keep the
Register at its principal corporate trust office and, subject to
such reasonable regulations as it may prescribe, the Registrar
shall provide for the registration and transfer of Bonds in
accordance with the terms of this Ordinance.
Each Bond shall be transferable only upon the presentation and
surrender thereof at the principal corporate trust office of the
Registrar, duly endorsed for transfer, or accompanied by an
assignment duly executed by the registered Owner or his authorized
representative in form satisfactory to the Registrar. Upon due
presentation of any Bond in proper form for transfer, the Registrar
shall authenticate and deliver in exchange therefor, within three
(3) Business Days after such presentation, a new Bond or Bonds,
registered in the name of the transferee or transferees, in
authorized denominations and of the same maturity and aggregate
principal amount and bearing interest at the same rate as the Bond
or Bonds so presented.
All Bonds shall be exchangeable upon presentation and
surrender thereof at the principal corporate trust office of the
Registrar for a Bond or Bonds of the same maturity and interest
rate and in any authorized denomination, in an aggregate amount
equal to the unpaid principal amount of the Bond or Bonds presented
for exchange. The Registrar shall be and is hereby authorized to
authenticate and deliver exchange Bonds in accordance with the
provisions of this Section 3.11. Each Bond delivered in accordance
with this Section 3.11 shall be entitled to the benefits and
security of this Ordinance to the same extent as the Bond or Bonds
in lieu of which such Bond is delivered.
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.
Section 3.12. Cancellation of Bonds. All Bonds paid or
redeemed in accordance with this ordinance, and all Bonds in lieu
of which exchange Bonds or replacement Bonds are authenticated and
delivered in accordance herewith, shall be cancelled and destroyed
upon the making of proper records regarding such payment or
redemption. The Registrar shall furnish the City with appropriate
certificates of destruction of such Bonds.
-8-
Section 3.13. Mutilated, Lost, or Stolen Bonds. Upon the
presentation and surrender to the Registrar of a mutilated Bond,
the Registrar shall authenticate and deliver in exchange therefor
a replacement Bond of like maturity, interest rate and principal
amount, bearing a number not contemporaneously outstanding. The
City or the Registrar may require the Owner of such Bond to pay a
sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith and any other expenses
connected therewith, including the fees and expenses of the
Registrar.
If any Bond is lost, apparently destroyed, or wrongfully
taken, the City, pursuant to the applicable laws of the State of
Texas and in the absence of notice or knowledge that such Bond has
been acquired by a bona fide purchaser, shall authorize and the
Registrar shall authenticate and deliver a replacement Bond of like
maturity, interest rate and principal amount, bearing a number not
contemporaneously outstanding, provided that the Owner thereof
shall have:
(1) furnished to the City and the Registrar
satisfactory evidence of the ownership of and the
circumstances of the loss, destruction or theft of
such Bond;
(2) furnished such security or indemnity as may be required
by the Registrar and the City to save them harmless;
(3) paid all expenses and charges in connection
therewith, including, but not limited to, printing
costs, legal fees, fees of the Registrar and any
tax or other governmental charge that may be
imposed; and
(4) met any other reasonable requirements of the City
and the Registrar.
If, after the delivery of such replacement Bond, a bona fide
purchaser of the original Bond in lieu of which such replacement
Bond was issued presents for payment such original Bond, the City
and the Registrar shall be entitled to recover such replacement
Bond from the person to whom it was delivered or any person taking
therefrom, except a bona fide purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the City or
the Registrar in connection therewith.
If any such mutilated, lost, apparently destroyed or
wrongfully taken Bond has become or is about to become due and
payable, the City in its discretion may, instead of issuing a
replacement Bond, authorize the Registrar to pay such Bond.
MM
Each replacement Bond delivered in accordance with this
Section 3.13 shall be entitled to the benefits and security of this
Ordinance to the same extent as the Bond or Bonds in lieu of which
such replacement Bond is delivered.
Section 3.14: Redemption. The City reserves the right, at
its option, to redeem Bonds prior to maturity, in whole or from
time to time in part, on February 1, 2005, or any date thereafter,
at a price of par plus accrued interest on the amounts called for
redemption to the date fixed for redemption. If less than all of
the Bonds are to be redeemed, the City shall determine the
particular Bonds or portions thereof to be redeemed.
The Bonds maturing in the year 2014 are also subject to
mandatory redemption in the manner set out in the form of bond in
Section 17.
Principal amounts may be redeemed only in integral multiples
of $5,000. If a Bond subject to redemption is in a denomination
larger than .$5,000, a portion of such Bond may be redeemed, but
only in integral multiples of $5,000. Upon surrender of any Bond
for redemption in part, the Registrar, in accordance with
Section 3.11 hereof, shall authenticate and deliver in exchange
therefor a Bond or Bonds of like maturity and interest rate in an
aggregate principal amount equal to the unredeemed portion of the
Bond so surrendered.
Notice of any redemption identifying the Bonds to be redeemed
in whole or in part shall be given by the Registrar at least thirty
days prior to the date fixed for redemption by sending written
notice by first class mail, postage prepaid, to the Owner of each
Bond to be redeemed in whole or in part at the address shown on the
Register. Such notices shall state the redemption date, the
redemption price, the place at which Bonds are to be surrendered
for payment and, if less than all Bonds outstanding of a particular
maturity are to be redeemed, the numbers of the Bonds or portions
thereof of such maturity to be redeemed. Any notice given as
provided in this Section 3.14 shall be conclusively presumed to
have been duly given, whether or not the Owner receives such
notice. By the date fixed for redemption, due provision shall be
made with the Registrar for payment of the redemption price of the
Bonds or portions thereof to be redeemed, plus accrued interest to
the date fixed for redemption. When Bonds have been called for
redemption in whole or in part and due provision has been made to
redeem the same as herein provided, the Bonds or portions thereof
so redeemed shall no longer be regarded as outstanding except for
the purpose of receiving payment solely from the funds so provided
for redemption, and the rights of the Owners to collect interest
which would otherwise accrue after the redemption date on any Bond
., or portion thereof called for redemption shall terminate on the
date fixed for redemption.
-10-
ARTICLE IV
FORM OF BONDS AND CERTIFICATES
Section 4.1: Forms. The form of the Bonds, including the
form of the Registrar's Authentication Certificate, the form of
Assignment, the form of bond insurance legend, and the form 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:
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF HARRIS AND CHAMBERS
NUMBER
R-
REGISTERED
AMOUNT
REGISTERED
CITY OF BAYTOWN, TEXAS
WATERWORKS AND SEWER SYSTEM REVENUE BOND
SERIES 1995
INTEREST RATE: MATURITY DATE: ISSUE DATE:
July 1, 1995
REGISTERED OWNER:
PRINCIPAL AMOUNT:
•L •
DOLLARS
The City of Baytown, Texas, a municipal corporation duly
incorporated under the laws of the State of Texas (herein the
"City ") for value received, promises to pay, but solely from
certain Net Revenues as hereinafter provided, to the Registered
Owner identified above or registered assigns, on the Maturity Date
specified above, upon presentation and surrender of this Bond at
the principal corporate trust office of First Interstate Bank of
Texas, N.A., Houston, Texas (the "Registrar ") , the principal amount
identified above, in any coin or currency of the United States of
America which on the date of payment of such principal is legal
tender for the payment of debts due the United States of America,
and to pay, solely from such Net Revenues, interest thereon at the
rate shown above, calculated on the basis of a 360 day year of
twelve 30 day months, from the later of July 1, 1995, or the most
recent interest payment date to which interest has been paid or
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duly provided for. Interest on this Bond is payable by check
payable on February 1 and August 1, beginning on February 1, 1996,
mailed to the registered owner as shown on the books of
registration kept by the Registrar as of the fifteenth (15th)
calendar day of the month next preceding each interest payment
date, or by such other method, acceptable to the Registrar,
requested by and at the risk and expense of the registered owner.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE
THE SAME FORCE AND EFFECT AS IF SET FORTH AT THIS PLACE.
IN WITNESS WHEREOF, the City has caused its corporate seal to
be impressed, printed, or lithographed hereon and has caused this
Bond to be executed by the manual or facsimile signatures of the
Mayor and City Clerk.
(AUTHENTICATION (SEAL) CITY OF BAYTOWN, TEXAS
CERTIFICATE)
xxxxxxxxx
Mayor
COUNTERSIGNED:
xxxxxxxxx
City Clerk
(Back Panel of Bond)
THIS BOND IS ONE OF A DULY AUTHORIZED SERIES OF BONDS
aggregating $5,200,000, issued for the purposes of improving and
extending the City's waterworks and sanitary sewer system, under
and in strict conformity with the Constitution and laws of the
State of Texas, particularly Articles 1111 to 1118, both inclusive,
Vernon's Texas Civil Statutes, as amended, and an ordinance adopted
by the City Council of the City on June 22, 1995 (the "Ordinance ") .
THIS BOND AND THE SERIES OF WHICH IT IS A PART are special
obligations of the City that are payable, together with the City's
outstanding waterworks and sewer system revenue bonds, from and are
equally and ratably secured by a first lien on the revenues of the
City's waterworks and sewer system remaining after deduction of the
operation and maintenance expenses of that system (the "Net
Revenues ") , as defined and provided in the Ordinance, which Net
Revenues are required to be set aside and pledged to the payment of
the Bonds, the outstanding bonds, and all additional bonds issued
on a parity therewith, in the Interest and Sinking Fund and the
Reserve Fund maintained for the payment of all such Bonds, all as
more fully described and provided for in the Ordinance. This Bond
and the series of which it is a part, together with the interest
thereon, are payable solely from such Net Revenues and do not
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constitute an indebtedness or general obligation of the City. The
owner hereof shall never have the right to demand payment of this
obligation out of any funds raised or to be raised by taxation.
THE CITY RESERVES THE RIGHT to redeem Bonds, in whole or from
time to time in part, in integral multiples of $5,000, on
February 1, 2005, or any date thereafter at par plus accrued
interest on the principal amounts called for redemption to the date
fixed for redemption. Reference is made to the Ordinance for
complete details concerning the manner of redeeming the Bonds.
THE BONDS maturing in the year 2014 (the "Term Bonds ") are
subject to mandatory redemption prior to maturity, on February 1,
2013, in the principal amount of $585,000, at a price of par plus
accrued interest to the redemption date.
The particular Term Bonds to be redeemed shall be selected by
the Registrar by lot or other customary random method, on or before
January 1, 2013. The principal amount of Term Bonds to be
mandatorily redeemed shall be reduced by the principal amount of
such Term Bonds that have been optionally redeemed on or before
January 1, 2013, 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 owners of each Bond to be redeemed in
whole or in part at the address shown on the books of registration
kept by the Registrar. When Bonds or portions thereof have been
called for redemption, and due provision has been made to redeem
the same, the principal amounts so redeemed shall be payable solely
from the funds provided for redemption, and interest which would
otherwise accrue on the amounts called for redemption shall
terminate on the date fixed for redemption.
THIS BOND IS TRANSFERABLE only upon presentation and surrender
at the principal corporate trust office of the Registrar, duly
endorsed for transfer or accompanied by an assignment duly executed
by the registered owner or his authorized representative, subject
to the terms and conditions of the Ordinance.
THE BONDS ARE EXCHANGEABLE at the principal corporate trust
office of the Registrar for bonds in the principal amount of $5,000
or any integral multiple thereof, subject to the terms and
conditions of the Ordinance.
THE CITY HAS RESERVED THE RIGHT to issue additional parity
revenue bonds, subject to the restrictions contained in the
Ordinance, which may be equally and ratably payable from, and
secured by a first lien on and pledge of, the Net Revenues in the
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same manner and to the same extent as this Bond and the series of
which it is a part.
IT IS HEREBY DECLARED AND REPRESENTED that this Bond has been
duly and validly issued and delivered; that all acts, conditions,
and things required or proper to be performed, exist, and be done
precedent to or in the issuance and delivery of this Bond have been
performed, existed, and been done in accordance with law; that the
Bonds do not exceed any statutory limitation; and that provision
has been made for the payment of the principal of and interest on
this Bond and all of the Bonds by the creation of the aforesaid
lien on and pledge of the Net Revenues.
FORM OF REGISTRATION CERTIFICATE
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified
as to validity, and approved by the Attorney General of the State
of Texas, and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas.
WITNESS MY SIGNATURE AND SEAL this
(SEAL)
xxxxxxxxxx
Comptroller of Public Accounts
of the State of Texas
FORM OF 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 Interstate Bank of Texas, N.A.
By
Authorized Signature
Date of Authentication
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns, and
transfers unto
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(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.
Form of Statement of Insurance
MBIA Insurance Corporation (the "Insurer ") has issued a policy
containing the following provisions, such policy being on file at
First Interstate Bank of Texas, N.A., Houston, Texas.
The Insurer, in consideration of the payment of the premium
and subject to the terms of this policy, hereby unconditionally and
irrevocably guarantees to any owner, as hereinafter defined, of the
following described obligations, the full and complete payment
required to be made by or on behalf of the Issuer to First
Interstate Bank of Texas, N.A., Houston, Texas, or its successor
(the "Paying Agent ") of an amount equal to (i) the principal of
(either at the stated maturity of by any advancement of maturity
pursuant to a mandatory sinking fund payment) and interest on, the
Obligations (as that term is defined below) as such payments shall
become due but shall not be so paid (except that in the event of
any acceleration of the due date of such principal by reason of
mandatory or optional redemption or acceleration resulting from
default or otherwise, other than any advancement of maturity
pursuant to mandatory sinking fund payment, the payments guaranteed
hereby shall be made in such amounts and at such times as such
payments of principal would have been due had there not been any
such acceleration) ; and (ii) the reimbursement of any such payment
which is subsequently recovered from any owner pursuant to a final
judgment by a court of competent jurisdiction that such payment
constitutes an avoidable preference to such owner within the
meaning of any applicable bankruptcy law. The amounts referred to
in clauses (i) and (ii) of the preceding sentence shall be referred
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to herein collectively as the "Insured Amounts." "Obligations"
shall mean:
$5,200,000
City of Baytown, Texas
Waterworks and Sewer System Revenue Bonds, Series 1995
Upon receipt of telephonic or telegraphic notice, such notice
subsequently confirmed in writing by registered or certified mail,
or upon receipt of written notice by registered or certified mail,
by the Insurer from the Paying Agent or any owner of any Obligation
the payment of an Insured Amount for which is then due, that such
required payment has not been made, the Insurer on the due date of
such payment or within one business day after receipt of notice of
such nonpayment, whichever is later, will make a deposit of funds,
in an account with State Street Bank and Trust Company, N.A., in
New York, New York, or its successor, sufficient for the payment of
any such Insured Amounts which are then due. Upon presentment and
surrender of such Obligations or presentment of such other proof of
ownership of the Obligations, together with any appropriate
instruments of assignment to evidence the assignment of the Insured
Amounts due on the Obligations as are paid by the Insurer, and
appropriate instruments to effect the appointment of the Insurer as
agent for such owners of the Obligations in any legal proceeding
relating to payment of Insured Amounts on the Obligations, such
instruments being in a form satisfactory to State Street Bank and
Trust Company, N.A., State Street Bank and Trust Company, N.A.
shall disburse to such owners or the Paying Agent payment of the
Insured Amounts due on such Obligations, less any amount held by
the Paying Agent for the payment of such Insured Amounts and
legally available therefor. This policy does not insure against
loss of any prepayment premium which may at any time be payable
with respect to any Obligation.
As used herein, the term "owner" shall mean the registered
owner of any Obligation as indicated in the books maintained by the
Paying Agent, the Issuer, or any designee of the Issuer for such
purpose. The term owner shall not include the Issuer or any party
whose agreement with the Issuer constitutes the underlying security
for the Obligations.
Any service of process on the Insurer may
Insurer at its offices located at 113 King Street,
10504 and such service of process shall be valid
be made to the
Armonk, New York
and binding.
This policy is non - cancellable for any reason. The premium on
this policy is not refundable for any reason including the payment
prior to maturity of the Obligations.
DISCLOSURE OF GUARANTY FUND NONPARTICIPATION: In the event the
Insurer is unable to fulfill its contractual obligation under this
policy or contract or application or certificate or evidence of
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coverage, the policyholder or certificateholder is not protected by
an insurance guaranty fund or other solvency protection
arrangement.
MBIA Insurance Corporation
Section 4.2. Legal Opinion; Cusip Numbers; Bond Insurance.
The approving opinion 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 opinion 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.
ARTICLE V
SECURITY AND SOURCE OF
PAYMENT FOR ALL PARITY BONDS
Section 5.1: Pledge and Source of Payment. The City hereby
covenants and agrees that all Gross Revenues of the System shall be
deposited and paid into the special funds heretofore established,
and shall be applied in the manner set out herein, to provide for
the payment of all Maintenance and Operation Expenses and to
provide for the payment of principal, interest and any redemption
premium of the Parity Bonds and all expenses of paying same. The
Parity Bonds shall constitute special obligations of the City that
shall be payable solely from, and shall be equally and ratably
secured by a first lien on, the Net Revenues, as collected and
received by the City, from the operation and ownership of the
System, which Net Revenues shall, in the manner herein provided, be
set aside for and pledged to the payment of the Parity Bonds in the
Interest and Sinking Fund and Reserve Fund as hereinafter provided,
and the Parity Bonds shall be in all respects on a parity with and
of equal dignity with one another. The owners of the Parity Bonds
shall never have the right to demand payment out of any funds
raised or to be raised by taxation.
Section 5.2: Rates and Charges. So long as any Parity Bonds
remain outstanding, the City shall fix, charge and collect rates
and charges for the use and services of the System which are
calculated to be fully sufficient to produce Net Earnings of the
System (as herein defined) in each fiscal year at least equal to
125°s of the principal and interest requirements scheduled to occur
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in such fiscal year on all Parity Bonds then outstanding; but in no
event shall Net Revenues ever be less than the amount required to
maintain the Interest and Sinking Fund and the Reserve Fund as
hereinafter provided, and, to the extent that funds for such
purpose are not otherwise available, to pay all other outstanding
obligations payable from the Net Revenues of the System as and when
the same become due.
For purposes of this Section, the term "Net Earnings" shall
mean all Net Revenues of the System, except that in calculating Net
Earnings there shall not be deducted as Maintenance and Operation
Expenses any charge, disbursement or expenditure for extensions,
repairs or otherwise which, under standard accounting practice,
constitutes a capital expenditure.
The City will not grant or permit any free service from the
System except for public buildings and institutions operated by the
City.
Section. 5.3: Special Funds. The creation and confirmation of
the following special funds in the ordinances authorizing the
issuance of the Outstanding Bonds is hereby confirmed, and such
funds shall be maintained and accounted for as hereinafter
provided, so long as any Parity Bonds remain outstanding:
(a) Waterworks and Sewer System Revenue Fund (the
"Revenue Fund ");
(b) Waterworks and Sewer System Revenue Bonds Interest
and Sinking Fund (the "Interest and Sinking Fund ");
and
(c) Waterworks and Sewer System Revenue Bonds Reserve
Fund (the "Reserve Fund ") .
The Revenue Fund shall be maintained as a separate account on the
books of the City. The Interest and Sinking Fund and the Reserve
Fund shall be maintained at an official depository bank of the City
separate and apart from all other funds and accounts of the City
and shall constitute trust funds which shall be held in trust for
the benefit of the Owners of the Parity Bonds and the proceeds of
which (except for interest income, which shall be transferred to
the Revenue Fund) shall be and are hereby pledged to the payment of
the Parity Bonds. All of the Funds named above shall be used
solely as provided herein so long as any Parity Bonds remain
outstanding.
Section 5.4: Flow of Funds. All Gross Revenues of the System
shall be deposited as collected into the Revenue Fund. Money from
time to time on deposit to the credit of the Revenue Fund shall be
applied as follows in the following order of priority:
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(a) First, to pay Maintenance and Operation Expenses.
(b) Second, to make all deposits into the Interest and
Sinking Fund required by this Ordinance, the
ordinances authorizing the issuance of the
Outstanding Bonds, and any ordinance authorizing
the issuance of Additional Parity Bonds.
(c) Third, to make all deposits into the Reserve Fund
required by this Ordinance, the ordinances
authorizing the issuance of the Outstanding Bonds,
and any ordinance authorizing the issuance of
Additional Parity Bonds.
(d) Fourth, for any lawful purpose.
Whenever the total amounts on deposit to the credit of the Interest
and Sinking Fund and the Reserve Fund shall be equivalent to the
sum of the aggregate principal amount of all outstanding Parity
Bonds plus the aggregate amount of all interest accrued and to
accrue thereon, no further payments need be made into the Interest
and Sinking Fund or the Reserve Fund.
Section 5.5: Interest and Sinking Fund. On or before the
last Business Day of each month so long as any Parity Bonds remain
outstanding, after making all required payments and provision for
payment of Maintenance and Operation Expenses, there shall be
transferred into the Interest and Sinking Fund from the Revenue
Fund
(i) such amounts, in approximately equal monthly
installments, as will be sufficient to
accumulate the amount required to pay the
interest scheduled to become due on the Parity
Bonds on the next interest payment date; and
(ii) such amounts, in approximately equal monthly
installments, as will be sufficient to
accumulate the amount required to pay the next
maturing principal of the Parity Bonds,
including the principal amounts of, and any
redemption premium on, any Parity Bonds
payable as a result of the exercise or
operation of any optional or mandatory
redemption provision contained in any
ordinance authorizing the issuance of Parity
Bonds.
Money deposited to the credit of the Interest and Sinking Fund
shall be used solely for the purpose of paying principal (at
maturity or prior redemption or to purchase Parity Bonds issued as
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term bonds in the open market to be credited against mandatory
redemption requirements) , interest and any redemption premium on
the Parity Bonds, plus all bank charges and other costs and
expenses relating to such payment. On or before each principal
and /or interest payment date on the Parity Bonds, the City shall
transfer from the Interest and Sinking Fund to the paying agents an
amount equal to the principal, interest and any redemption premium
payable on the Parity Bonds on such date, together with an amount
equal to all bank charges and other costs and expenses relating to
such payment. The paying agents shall totally destroy all paid
Parity Bonds and shall provide the City with an appropriate
certificate of destruction.
Section 5.6: Reserve Fund. Unless the Reserve Fund is fully
funded, on or before the last Business Day of each month so long as
any Parity Bonds remain outstanding, after making all required
payments and provision for payment of Maintenance and Operation
Expenses, and after making the transfers into the Interest and
Sinking Fund required in the preceding Section, there shall be
transferred into the Reserve Fund from the Revenue Fund an amount
at least equal to one - sixtieth (1 /60th) of the average annual
principal and interest requirements on the Parity Bonds, so that
the Reserve Fund shall contain, in no more than 60 months after the
issuance of each such issue of Parity Bonds, money and investments
in an aggregate amount at least equal to the average annual
principal and interest requirements on all Parity Bonds then
outstanding. After such amount has accumulated in the Reserve Fund
and so long thereafter as such Fund contains such amount, no
further deposits shall be required to be made into the Reserve
Fund, and any excess amounts may be transferred to the Revenue
Fund. But if and whenever the balance in the Reserve Fund is
reduced below such amount, monthly deposits into such Fund shall be
resumed and continued in amounts at least equal to one - sixtieth
(1 /60th) of the average annual principal and interest requirements
on the Parity Bonds until the Reserve Fund has been restored to
such amount. The Reserve Fund shall be used to pay the principal
of and interest on the Parity Bonds at any time when there is not
sufficient money available in the Interest and Sinking Fund for
such purpose and it may be used finally to pay and retire the last
Parity Bonds to mature or be redeemed.
Section 5.7: Deficiencies in Funds. If in any month there
shall not be deposited into any Fund maintained pursuant to this
Article the full amounts required herein, amounts equivalent to
such deficiency shall be set apart and paid into such Fund or Funds
from the first available and unallocated money in the Revenue Fund,
and such payment shall be in addition to the amounts otherwise
required to be paid into such Funds during the succeeding month or
months. To the extent necessary, the rates and charges for the
System shall be increased to make up for any such deficiencies.
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Section 5.8: Investment of Funds; Transfer of Investment
Income. (a) Money in the Revenue Fund, the Interest and Sinking
Fund and the Reserve Fund may, at the option of the City, be
invested in time deposits or certificates of deposit of commercial
banks secured in the manner required by law for public funds and
insured by the Federal Deposit Insurance Corporation to the maximum
extent permitted by law, or be invested in direct obligations of,
or obligations fully guaranteed by, the United States of America;
provided that all such deposits and investments shall be made in
such manner that the money required to be expended from any Fund
will be available at the proper time or times, and provided further
that in no event shall such deposits or investments of money in the
Reserve Fund mature later than the final maturity date of the
Parity Bonds. Any obligation in which money is so invested shall
be kept and held in the official depository bank of the City at
which the Fund is maintained from which the investment was made.
All such investments shall be promptly sold when necessary to
prevent any default in connection with the Parity Bonds.
(b) All interest and income derived from such deposits and
investments shall be transferred or credited as received to the
Revenue Fund, and shall constitute Gross Revenues of the System.
Section 5.9: Security for Uninvested Funds. So long as any
Parity Bonds remain outstanding, all uninvested money on deposit
in, or credited to, the Revenue Fund, the Interest and Sinking Fund
and the Reserve Fund shall be secured by the pledge of security, as
provided by Texas law.
ARTICLE VI
ADDITIONAL BONDS
Section 6.1: Additional Parity Bonds. The City reserves the
right to issue, for any lawful purpose (including the refunding of
any previously issued Parity Bonds or any other bonds or
obligations of the City issued in connection with or payable from
the revenues of the System), one or more series of Additional
Parity Bonds payable from and secured by a first lien on the Net
Revenues of the System, on a parity with the Bonds, the Outstanding
Bonds, and any previously issued Additional Parity Bonds; provided,
however, that no Additional Parity Bonds may be issued unless:
(a) The Additional Parity Bonds mature on, and interest
is payable on, the same days of the year as the
Bonds;
(b) The Interest and Sinking Fund and the Reserve Fund
each contains the amount of money then required to
be on deposit therein;
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(c) For either the preceding fiscal year or any
consecutive 12 -month period out of the 18 month
period immediately preceding the month in which the
ordinance authorizing such Additional Parity Bonds
is adopted (the "Base Period "), either:
(1) Net Earnings of the System (as hereinbelow
defined) were equal to at least 1251 of the
average annual principal and interest
requirements on all Parity Bonds that will be
outstanding after the issuance of the series
of Additional Parity Bonds then proposed to be
issued, as certified by the City's Director of
Finance or by an independent certified public
accountant or firm of independent certified
public accountants; or
(2) Net Earnings of the System, as adjusted to
give effect to any rate increase for the
System that has been in effect for at least 60
days prior to the adoption of the ordinance
authorizing the issuance of the series of
Additional Parity Bonds then proposed to be
issued, to the same extent as if such rate
increase had been in effect for the entire
Base Period, would have been at least equal to
the amount required in paragraph (1) above, as
certified by an independent consulting
engineer or independent firm of consulting
engineers;
provided, however, that this requirement shall not
apply to the issuance of any series of Additional
Parity Bonds for refunding purposes that will have
the result of reducing the average annual principal
and interest requirements on Parity Bonds; and
(d) Provision is made in the ordinance authorizing the
Additional Parity Bonds then proposed to be issued
for (1) additional payments into the Interest and
Sinking Fund sufficient to provide for any
increased principal and interest requirements on
the Parity Bonds resulting from the issuance of the
Additional Parity Bonds and (2) payments into the
Reserve Fund so that such Fund will, in not later
than 60 months from the date of issuance of such
Additional Parity Bonds, contain a balance not less
than the average annual principal and interest
requirements on all Parity Bonds that will be
outstanding after the issuance of such series of
Additional Parity Bonds.
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For purposes of Section 6.1(c), the term "Net Earnings of the
System" shall mean all of the Net Revenues of the System, except
that in calculating Net Earnings there shall not be deducted as
Maintenance and Operation Expenses any charge, disbursement or
expenditure for extensions, repairs or otherwise which, under
standard accounting practice, constitutes a capital expenditure.
Section 6.2: Subordinate Lien Bonds. The City reserves the
right to issue, for any lawful purpose, bonds, notes or other
obligations secured in whole or in part by liens on the Net
Revenues that are junior and subordinate to the lien on Net
Revenues securing payment of the Parity Bonds. Such subordinate
lien obligations may be further secured by any other source of
payment lawfully available for such purposes.
Section 6.3: Special Project Bonds. The City reserves the
right to issue revenue bonds secured by liens on and pledges of
revenues and proceeds derived from Special Projects.
ARTICLE VII
COVENANTS AND PROVISIONS
RELATING TO ALL PARITY BONDS
Section 7.1: Punctual Payment of Parity Bonds. The City will
punctually pay or cause to be paid the interest on and principal of
all Parity Bonds according to the terms thereof and will faithfully
do and perform, and at all times fully observe, any and all
covenants, undertakings, stipulations and provisions contained in
this Ordinance and in any ordinance authorizing the issuance of
Additional Parity Bonds.
Section 7.2: Maintenance of System. So long as any Parity
Bonds remain outstanding, the City covenants that it will at all
times maintain the System, or within the limits of its authority
cause the same to be maintained, in good condition and working
order and will operate the same, or cause the same to be operated,
in an efficient and economical manner at a reasonable cost and in
accordance with sound business principles. In operating and
maintaining the System, the City will comply with all contractual
provisions and agreements entered into by it and with all valid
rules, regulations, directions or orders of any governmental,
administrative, or judicial body promulgating same, noncompliance
with which would materially and adversely affect the operation of
the System.
Section 7.3: Sale or Encumbrance of System. So long as any
Parity Bonds remain outstanding, the City will not sell, dispose of
or, except as permitted in Article VI, further encumber the System;
provided, however, that this provision shall not prevent the City
from disposing of any portion of the System which is being replaced
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or is deemed by the City to be obsolete, worn out, surplus or no
longer needed for the proper operation of the System. Any
agreement pursuant to which the City contracts with a person,
corporation, municipal corporation or political subdivision to
operate the System or to lease and /or operate all or part of the
System shall not be considered as an encumbrance of the System.
Section 7.4: Insurance. The City further covenants and
agrees that it will keep the System insured with insurers of good
standing against risks, accidents or casualties against which and
to the extent customarily insured against by political subdivisions
of the State of Texas operating similar properties, to the extent
that such insurance is available. The cost of all such insurance
together with any additional insurance, shall be a part of the
Maintenance and Operation Expenses. All net proceeds of such
insurance shall be applied to repair or replace the insured
property that is damaged or destroyed, or to make other capital
improvements to the System, or to redeem Parity Bonds.
Section 7.5: Accounts, Records, and Audits. So long as any
Parity Bonds remain outstanding, the City covenants and agrees that
it will maintain a proper and complete system of records and
accounts pertaining to the operation of the System in which full,
true and proper entries will be made of all dealings, transactions,
business and affairs which in any way affect or pertain to the
System or the Gross Revenues or the Net Revenues thereof. The City
shall after the close of each of its fiscal years cause an audit
report of such records and accounts to be prepared by an
independent certified public accountant or independent firm of
certified public accountants. Each year promptly after such audit
report is prepared, the City shall furnish a copy thereof without
cost to the Municipal Advisory Council of Texas, the major
municipal rating agencies and any owners of Parity Bonds who shall
request same. All expenses incurred in preparing such audits shall
be Maintenance and Operation Expenses.
Section 7.6: Competition. To the extent it legally may, the
City will not grant any franchise or permit for the acquisition,
construction, or operation of any competing facilities which might
be used as a substitute for the System and will prohibit the
operation of any such competing facilities.
Section 7.7: Pledge and Encumbrance of Net Revenues. The
City covenants and represents that it has the lawful power to
create a lien on and to pledge the Net Revenues to secure the
payment of the Parity Bonds and has lawfully exercised such power
under the Constitution and laws of the State of Texas. The City
further covenants and represents that, other than to the payment of
the Parity Bonds, the Net Revenues are not and will not be made
subject to any other lien, pledge or encumbrance to secure the
payment of any debt or obligation of the City, unless such lien,
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pledge or encumbrance is junior and subordinate to the lien and
pledge securing payment of the Parity Bonds.
Section 7.8: Bondowners' Remedies. This Ordinance shall
constitute a contract between the City and the Owners of the Parity
Bonds from time to time outstanding and this Ordinance shall be and
remain irrepealable until the Parity Bonds and the interest thereon
shall be fully paid or discharged or provision therefor shall have
been made as provided herein. In the event of a default in the
payment of the principal of or interest on any of the Parity Bonds
or a default in the performance of any duty or covenant provided by
law or in this Ordinance, the Owner or Owners of any of the Parity
Bonds may pursue all legal remedies afforded by the Constitution
and laws of the State of Texas to compel the City to remedy such
default and to prevent further default or defaults. Without in any
way limiting the generality of the foregoing, it is expressly
provided that any Owner of any of the Parity Bonds may at law or in
equity, by suit, action, mandamus, or other proceedings, enforce
and compel performance of all duties required to be performed by
the City under this Ordinance, including the making and collection
of reasonable and sufficient rates and charges for the use and
services of the System, the deposit of the Gross Revenues into the
special funds herein provided, and the application of such Gross
Revenues and Net Revenues in the manner required in this Ordinance.
Section 7.9: Discharge by Deposit. The City may discharge
its obligation to the Owners of any or all of the Parity Bonds to
pay principal, interest and redemption premium (if any) thereon in
any manner then permitted by law, including by depositing with any
paying agent for such Parity Bonds or with the State Treasurer of
the State of Texas either: (i) cash in an amount equal to the
principal amount and redemption premium, if any, of such Parity
Bonds plus interest thereon to the date of maturity or redemption,
or (ii) pursuant to an escrow or trust agreement, cash and /or
direct obligations of the United States of America, in principal
amounts and maturities and bearing interest at rates sufficient to
provide for the timely payment of the principal amount and
redemption premium, if any, of such Parity Bonds plus interest
thereon to the date of maturity or redemption; provided, however,
that if any of such Parity Bonds are to be redeemed prior to their
respective dates of maturity, provision shall have been made for
giving notice of redemption as provided in the ordinance
authorizing such Parity Bonds. Upon such deposit, such Parity
Bonds shall no longer be regarded to be outstanding or unpaid.
Section 7.10: Paying Agents May Own Parity Bonds. The paying
agents for the Parity Bonds, in their individual or any other
capacity, may become holders or pledges of the Parity Bonds with
the same rights they would have if they were not paying agents.
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Section 7.11: No Recourse Actainst City Officials. No
recourse shall be had for the payment of principal of or interest
on any Parity Bonds or for any claim based thereon or on this
Ordinance against any official of the City or any person executing
any Parity Bonds.
ARTICLE VIII
PROVISIONS CONCERNING SALE AND
APPLICATION OF PROCEEDS OF BONDS
Section 8.1: Sale; Bond Purchase Agreement. The Bonds are
hereby sold and shall be delivered to the Underwriters at a price
of $5,148,641 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.
Section 8.2: Tax Exemption. (a) General Tax Covenant. The
City intends that the interest on the Bonds shall be excludable
from gross income for purposes of federal income taxation pursuant
to sections 103 and 141 through 150 of the Code, and applicable
regulations. The City covenants and agrees not to take any action,
or knowingly omit to take any action within its control, that if
taken or omitted, respectively, would cause the interest on the
Bonds to be includable in gross income, as defined in section 61 of
the Code, of the owners thereof for purposes of federal income
taxation. In particular, the City covenants and agrees to comply
with each requirement of this Section; provided, however, that the
City shall not be required to comply with any particular
requirement of this Section 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
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.
(b) Use of Proceeds. The City covenants and agrees that its
use of the Net Proceeds of the Bonds will at all times satisfy the
following requirements:
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The City will limit the amount of original or investment
proceeds of the Bonds to be used (other than use as a
member of the general public) in the trade or business of
any person other than a governmental unit to an amount
aggregating no more than ten percent of the Net Proceeds
of the Bonds ( "private -use proceeds "). For purposes of
this Section, the term "person" includes any individual,
corporation, partnership, unincorporated association, or
any other entity capable of carrying on a trade or
business; and the term "trade or business" means, with
respect to any natural person, any activity regularly
carried on for profit and, with respect to persons other
than natural persons, any activity other than an activity
carried on by a governmental unit. Any use of proceeds
of the Bonds in any manner contrary to the guidelines set
forth in Revenue Procedure 93 -19, including any revisions
or amendments thereto, shall constitute the use of such
proceeds in the trade or business of one who is not a
governmental unit;
(ii) The City will not permit more than five percent
of the Net Proceeds of the Bonds and to be used in the
trade or business of any person other than a governmental
unit if such use is unrelated to the governmental purpose
of the Bonds. Further, the amount of private -use
proceeds of the Bonds in excess of five percent of the
Net Proceeds of the Bonds ( "excess private -use proceeds ")
did not and will not exceed the proceeds of the Bonds
expended for the governmental purpose of the Bonds to
which such excess private -use proceeds relate;
(iii) The City will not permit an amount of proceeds of
the Bonds exceeding the lesser of (a) $5,000,000 or (b)
five percent of the Net Proceeds of the Bonds to be used,
directly or indirectly, to finance loans to persons other
than governmental units.
When used in this Section, the term Net Proceeds of the Bonds shall
mean the proceeds from the sale of the Bonds, including investment
earnings on such proceeds, less accrued interest.
(c) No Federal Guaranty. The City covenants and agrees not
to take any action, or knowingly omit to take any action within its
control, that, if taken or omitted, respectively, would cause the
Bonds to be "federally guaranteed" within the meaning of section
149(b) of the Code and applicable regulations thereunder, except as
permitted by section 149(b)(3) of the Code and such regulations.
(d) Bonds Are Not Hedge Bonds. The City covenants and agrees
that not more than 50 percent of the proceeds of the Bonds will be
invested in nonpurpose investments (as defined in section
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148(f)(6)(A) of the Code) having a substantially guaranteed yield
for four years or more within the meaning of section
149 (g) (3) (A) (ii) of the Code, and the City reasonably expects that
at least 85 percent of the spendable proceeds of the Bonds will be
used to carry out the governmental purposes of the Bonds within the
three -year period beginning on the date the Bonds are issued.
(e) No- Arbitrage Covenant. The City shall certify, through
an authorized officer, employee or agent, that based upon all facts
and estimates known or reasonably expected to be in existence on
the date the Bonds are delivered, the City will reasonably expect
that the proceeds of the Bonds will not be used in a manner that
would cause the Bonds to be "arbitrage bonds" within the meaning of
section 148(a) of the Code and applicable regulations thereunder.
Moreover, the City covenants and agrees that it will make such use
of the proceeds of the Bonds including interest or other investment
income derived from Bond proceeds, regulate investments of proceeds
of the Bonds, and take such other and further action as may be
required so that the Bonds will not be "arbitrage bonds" within the
meaning of section 148(a) of the Code and applicable regulations
thereunder.
(f) Arbitrage Rebate. The City will take all necessary steps
to comply with the requirement that certain amounts earned by the
City on the investment of the "gross proceeds" of the Bonds (within
the meaning of section 148(f)(6)(B) of the Code) , be rebated to the
federal government. Specifically, the City will (i) maintain
records regarding the investment of the gross proceeds of the Bonds
as may be required to calculate the amount earned on the investment
of the gross proceeds of the Bonds separately from records of
amounts on deposit in the funds and accounts of the City allocable
to other bond issues of the City or moneys which do not represent
gross proceeds of any bonds of the City, (ii) calculate at such
times as are required by applicable regulations, the amount earned
from the investment of the gross proceeds of the Bonds which is
required to be rebated to the federal government, and (iii) pay,
not less often than every fifth anniversary date of the delivery of
the Bonds or on such other dates as may be permitted by applicable
regulations, all amounts required to be rebated to the federal
government. Further, the City will not indirectly pay any amount
otherwise payable to the federal government pursuant to the
foregoing requirements to any person other than the federal
government by entering into any investment arrangement with respect
to the gross proceeds of the Bonds that might result in a reduction
in the amount required to be paid to the federal government because
such arrangement results in a smaller profit or larger loss than
would have resulted if the arrangement had been at arm's length and
had the yield on the issue not been relevant to either party.
(g) Information Reporting. The City covenants and agrees to
file or cause to be filed with the Secretary of the Treasury, not
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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.
(h) Continuing Obligation. Notwithstanding any other
provision of this Ordinance, the City's obligations under the
covenants and provisions of this Section shall survive the
defeasance and discharge of the Bonds.
Section 8.3: Use of Proceeds. Proceeds from the sale of the
Bonds shall, promptly upon receipt by the City, be applied as
follows:
(a) Accrued interest and premium shall be deposited into the
Interest and Sinking Fund.
(b) The remaining proceeds from the sale of the Bonds shall
be used for the purposes set out in Section 3.1 and to pay
costs of issuance, with any remainder being transferred to the
Interest and Sinking Fund.
Section 8.4: Official Statement. The City ratifies and
confirms its prior approval of the form and content of the
Preliminary Official Statement prepared in the initial offering and
sale of the Bonds and hereby authorizes the preparation of a final
Official Statement reflecting the terms of the bond purchase
agreement and other relevant information. The use of such final
Official Statement by the Underwriters is hereby approved and
authorized. The proper officials of the City are authorized to
sign such Official Statement and 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.
ARTICLE IX
INSURANCE POLICY
Section 9.1: Payments under the Policy.
A. In the event that, on the second Business Day, and again
on the Business Day, prior to the payment date on the Bonds, the
Registrar has not received sufficient moneys to pay all principal
of and interest on the Bonds due on the second following or
following, as the case may-be, Business Day, the Registrar shall
immediately notify the Insurer or its designee on the same Business
Day by telephone or telegraph, confirmed in writing by registered
or certified mail, of the amount of the deficiency.
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B. If the deficiency is made up in whole or in part prior to
or on the payment date, the Registrar shall so notify the Insurer
or its designee.
C. In addition, if the Registrar has notice that any Owner
has been required to disgorge payments of principal or interest on
the Bonds to a trustee in Bankruptcy or creditors or others
pursuant to a final judgment by a court of competent jurisdiction
that such payment constitutes a voidable preference to such Owner
within the meaning of any applicable bankruptcy laws, then the
Registrar shall notify the Insurer or its designee of such fact by
telephone or telegraphic notice, confirmed in writing by registered
or certified mail.
D. The Registrar is hereby irrevocably designated,
appointed, directed and authorized to act as attorney -in -fact for
Owners of the Bonds as follows:
1. If and to the extent there is a deficiency in
amounts required to pay interest on the Bonds, the
Registrar shall (a) execute and deliver to State Street
Bank and Trust Company , N.A., or its successors under
the Policy (the "Insurance Paying Agent ") , in form
satisfactory to the Insurance Paying Agent, an instrument
appointing the Insurer as agent for such Owners in any
legal proceeding related to the payment of such interest
and an assignment to the Insurer of the claims for
interest to which such deficiency relates and which are
paid by the Insurer, (b) receive as designee of the
respective Owners (and not as Paying Agent) in accordance
with the tenor of the Policy payment from the Insurance
Paying Agent with respect to the claims for interest so
assigned, and (c) disburse the same to such respective
Owners; and
2. If and to the extent of a deficiency in amounts
required to pay principal of the Bonds, the Registrar
shall (a) execute and deliver to the Insurance Paying
Agent in form satisfactory to the Insurance Paying Agent
an instrument appointing the Insurer as agent for such
Owner in any legal proceeding relating to the payment of
such principal and an assignment to the Insurer of any of
the Bonds surrendered to the Insurance Paying Agent of so
much of the principal amount thereof as has not
previously been paid or for which moneys are not held by
the Registrar and available for such payment (but such
assignment shall be delivered only if payment from the
Insurance Paying Agent is received), (b) receive as
designee of the respective Owners (and not as Paying
Agent) in accordance with the tenor of the Policy payment
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therefor from the Insurance Paying Agent, and (c)
disburse the same to such Owners.
E. Payments with respect to claims for interest on and
principal of Bonds disbursed by the Registrar from proceeds of the
Policy shall not be considered to discharge the obligation of the
City with respect to such Bonds, and the Insurer shall become the
owner of such unpaid Bond and claims for the interest in accordance
with the tenor of the assignment made to it under the provisions of
this subsection or otherwise.
F. Irrespective of whether any such assignment is executed
and delivered, the City and the Registrar hereby agree for the
benefit of the Insurer that,
1. They recognize that to the extent the Insurer
makes payments, directly or indirectly (as by paying
through the Registrar), on account of principal of or
interest on the Bonds, the Insurer will be subrogated to
the rights of such Owners to receive the amount of such
principal and interest from the City, with interest
thereon as provided and solely from the sources stated in
this Ordinance and the Bonds; and
2. They will accordingly pay to the Insurer the
amount of such principal and interest (including
principal and interest recovered under subparagraph (ii)
of the first paragraph of the Policy, which principal and
interest shall be deemed past due and not to have been
paid), with interest thereon as provided in this
Ordinance and the Bonds, but only from the sources and in
the manner provided herein for the payment of principal
of and interest on the Bonds to Owners, and will
otherwise treat the Insurer as the owner of such rights
to the amount of such principal and interest.
G. In connection with the issuance of additional Bonds, the
City shall deliver to the Insurer a copy of the disclosure
document, if any, circulated with respect to such additional Bonds.
H. Copies of any amendments made to the documents executed
in connection with the issuance of the Bonds which are consented to
by the Insurer shall be sent to Standard & Poor's Corporation.
I. The Insurer shall receive notice of the resignation or
removal of the Registrar and the appointment of a successor
thereto.
J. The Insurer shall receive copies of all notices required
to be delivered to Owners, and, on an annual basis, copies of the
City's audited financial statements and annual budget.
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Section 9.2. Notices: Any notice that is required to be
given to an Owner of the Bonds or to the Registrar pursuant to the
Ordinance shall also be provided to the Insurer. All notices
required to be given to the Insurer under the Ordinance shall be in
writing and shall be sent by registered or certified mail addressed
to Municipal Bond Investors Assurance Corporation, 113 King Street,
Armonk, New York 10504 Attention: Surveillance.
ARTICLE X
MISCELLANEOUS
Section 10.1: Further Proceedings. The Mayor, the City
Manager, the City Clerk, and other appropriate officials of the
City are hereby authorized and directed to do any and all things
necessary and /or convenient to carry out the terms of this
Ordinance.
Section 10.2: Severabilitv. If any Section, paragraph,
clause or provision of this Ordinance shall for any reason be held
to be invalid or unenforceable, the invalidity or unenforceability
of such Section, paragraph, clause or provision shall not affect
any of the remaining provisions of this Ordinance.
^ Section 10.3: Open Meeting. It is hereby officially found
and determined that the meeting at which this Ordinance was adopted
was open to the public, and that public notice of the time, place
and purpose of said meeting was given, all as required by the Texas
Open Meetings Act.
Section 10.4: Paying Agent /Registrar Agreement. The form of
agreement setting forth the duties of the Registrar is hereby
approved, and an appropriate official of the City is hereby
authorized to execute such agreement for and on behalf of the City.
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Section 10.5: No Personal Liabilitv. No recourse shall be
had for payment of the principal of or interest on any Bonds or for
any claim based thereon, or on this Ordinance, against any official
or employee of the City or any person executing any Bonds.
Section 10.6: Parties Interested. Nothing in this Ordinance
expressed or implied is intended or shall be construed to confer
upon, or to give to, any person or entity, other than the City, the
Registrar, the Insurer, and the Owners of the Bonds, any right,
remedy or claim under or by reason of this Ordinance or any
covenant, condition or stipulation hereof, and all covenants,
stipulations, promises and agreements in this Ordinance shall be
for the sole and exclusive benefit of the City, the Registrar, the
Insurer, and the Owners of the Bonds.
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Section 10.7: Repealer. All orders, resolutions and
ordinances, or parts thereof, inconsistent herewith are hereby
repealed to the extent of such inconsistency.
Section 10.8: Effective Date. This Ordinance shall become
effective immediately upon passage by this City Council and
signature of the Mayor.
PASSED AND APPROVED this 22nd day of June, 1995.
ATTEST:
7 2 i4'� �e
City Clerk ,�I '
CITY OF BAYTOWN, TEXAS
(SEAL)
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1
Mayor
CITY OF •
Attachment "E"
ORDINANCE NO. 7337
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF BAYTOWN,
TEXAS, GENERAL OBLIGATION AND REFUNDING BONDS, SERIES
1995; APPROPRIATING THE PROCEEDS THEREOF FOR REFUNDING
OUTSTANDING BONDS, A PUBLIC WORKS MAINTENANCE FACILITY,
PUBLIC BUILDINGS, AND PARK PURPOSES; AUTHORIZING THE
ADVANCE REFUNDING OF CERTAIN OUTSTANDING OBLIGATIONS AND
THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT AND THE
SUBSCRIPTION FOR AND PURCHASE OF CERTAIN ESCROWED
SECURITIES
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, its Public Improvement Bonds, Series 1986, and its Public
Improvement Series 1988, and has assumed the Harris County
Municipal Utility District No. 3 Waterworks and Sewer System
Combination Unlimited Tax and Revenue Bonds, Series 1984 (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, 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, together with other funds, 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 proceedings authorizing the issuance of the
Refunded Bonds shall be, with respect to the Refunded Bonds,
discharged, terminated and defeased; and
l"I
WHEREAS, the City desires to issue, in combination with such
refunding bonds, as authorized by Article 717k, as amended,
$4,310,000 general obligation bonds voted at an election held
within the City on May 4, 1991, such bonds being the final
installment of the $27,400,000 bonds voted at the election
mentioned above; 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 result in a present value
savings in the debt service payable by the City, and that such
benefit is 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 "Bonds" shall mean the $10,480,000 City of Baytown,
Texas, General Obligation and Refunding Bonds, Series 1995,
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.
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 Texas Commerce Bank
National Association, 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.
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The term "Interest and Sinking Fund" shall mean the interest
and sinking fund 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, 1996, and each August 1 and
February 1 thereafter until maturity or earlier redemption.
The term "Ordinance" as used herein and in the Bonds shall
mean this ordinance authorizing the Bonds.
The term "Owner" shall mean any person who shall be the
registered owner of any outstanding Bond.
The term "Paying Agent" shall mean the Registrar.
The term "Record Date" shall mean, for any Interest Payment
Date, the fifteenth (15th) day of the month next preceding each
Interest Payment Date.
The term "Refunded Bonds" shall mean the bonds described on
Exhibit A attached hereto.
The term "Register" shall mean the books of registration kept
" by the Registrar, in which are maintained the names and addresses
of, and the principal amounts of the Bonds registered to, each
Owner.
The term "Registrar" shall mean First Interstate Bank of
Texas, N.A., Houston, Texas, and its successors in that capacity.
The term "Report" shall mean the report of KPMG Peat Marwick
LLP, 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., A.G. Edwards & Sons, Inc., Rauscher Pierce Refsnes,
Inc. and Edward D. Jones & Co.
3. Authorization. The Bonds shall be issued, pursuant to
the Acts, in fully registered form in the principal amount of Six
Million One Hundred Seventy Thousand Dollars ($6,170,000) for the
purpose of refunding the Refunded Bonds and in the amount of Four
Million Three Hundred Ten Thousand Dollars ($4,310,000) for the
following purposes:
$2,490,000 for the purchase of land for and construction
of a public works maintenance facility;
S $1,425,000 for constructing, improving, and permanently
equipping public buildings; and
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$1,425,000 for constructing, improving, and permanently
equipping public buildings; and
$395,000 for improving lands for park purposes, including
improvements along Goose Creek stream.
4. Designation, Date, and Interest Payment Dates. The Bonds
shall be designated as "CITY OF BAYTOWN, TEXAS, GENERAL OBLIGATION
AND REFUNDING BONDS, SERIES 1995" and shall be dated July 1, 1995.
The Bonds shall bear interest at the rates set forth in Section 5
of this Ordinance from the later of July 1, 1995, 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, 1996, 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 schedule, and may be transferred and exchanged as set out
in this Ordinance. The Bonds shall mature, subject to prior
redemption in accordance with this Ordinance, on February 1 in each
of the years and in the amounts set out in such schedule. Bonds
delivered on transfer of or in exchange for other Bonds shall be
numbered in order of their authentication by the Registrar, shall
be in the denomination of $5,000 or integral multiples thereof, and
shall mature on the same date and bear interest at the same rate as
the Bond or Bonds in lieu of which they are delivered.
Bond
Principal
Interest
Number
Year
Amount
Rate
R- 1
1997
$ 295,000
4.10%
R- 2
1998
1,110,000
4.30%
R- 3
1999
1,175,000
4.4516
R- 4
2000
445,000
4.55%
R- 5
2001
450,000
4.7516
R- 6
2002
475,000
4.9016
R- 7
2003
490,000
5.00%
R- 8
2004
415,000
5.15%
R- 9
2005
435,000
5.1516
R -10
2006
465,000
5.30%
R -11
2007
485,000
5.40%
R -12
2008
515,000
5.5016
R -13
2009
550,000
5.60%
R -14
2010
585,000
5.70%
R -15
2011
625,000
5.80%
R -16
2012
590,000
5.8516
R -17
2013
310,000
5.90%
R -18
2016
1,065,000
5.90%
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No
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. Approval by Attorney General: Registration by
Comptroller. The Bonds to be initially issued shall be delivered
to the Attorney General of Texas for approval and shall be
registered by the Comptroller. The manually executed registration
certificate of the Comptroller substantially in the form provided
in Section 17 of this Ordinance shall be attached or affixed to the
Bonds to be initially issued.
S. Authentication. Except for the Bonds to be initially
issued, which need not be authenticated by the Registrar, only such
Bonds which bear thereon a certificate of authentication,
substantially in the form provided in Section 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 for the Bonds. The principal
of the Bonds shall be payable, without exchange or collection
charges, in any coin or currency of the United States of America
which, on the date of payment, is legal tender for the payment of
debts due the United States of America, upon their presentation and
surrender as they respectively become due and payable, whether at
maturity or by prior redemption, at the principal corporate trust
office of the Registrar. The interest on each Bond shall be
payable by check payable on the Interest Payment Date, mailed by
the Registrar on or before each Interest Payment Date to the Owner
of record as of the Record Date, to the address of such Owner as
shown on the Register, or by such other method, acceptable to the
Registrar, requested by and at the risk and expense of the Owner.
If the date for payment of the principal of or interest on any
Bond is not a Business Day, then the date for such payment shall be
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the next succeeding Business Day with the same force and effect as
if made on the date such payment was originally due.
10. Successor Registrars. The City covenants that at all
times while any Bonds are outstanding it will provide a commercial
bank or trust company organized under the laws of the State of
Texas or other entity duly qualified and legally authorized to
serve as and perform the duties and services of the Paying
Agent /Registrar for the Bonds. The City reserves the right to
change the Registrar for the Bonds on not less than 60 days written
notice to the Registrar, so long as any such notice is effective
not less than 60 days prior to the next succeeding principal or
interest payment date on the Bonds. Promptly upon the appointment
of any successor Registrar, the previous Registrar shall deliver
the Register or 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
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
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including, to the extent applicable, Title 6 of the Texas Property
Code, as amended.
13. Registration, Transfer, and Exchancre. So long as any
Bonds remain outstanding, the Registrar shall keep the Register at
its principal corporate trust office and, subject to such
reasonable regulations as it may prescribe, the Registrar shall
provide for the registration and transfer of Bonds in accordance
with the terms of this Ordinance.
Each Bond shall be transferable only upon the presentation and
surrender thereof at the principal corporate trust office of the
Registrar, duly endorsed for transfer, or accompanied by an
assignment duly executed by the registered Owner or his authorized
representative in form satisfactory to the Registrar. Upon due
presentation of any Bond 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 maturity and aggregate
principal amount and bearing interest at the same rate as the Bond
or Bonds so presented.
All Bonds shall be exchangeable upon presentation and
surrender thereof at the principal corporate trust office of the
Registrar for a Bond or Bonds of the same maturity and interest
rate and in any authorized denomination, in an aggregate amount
equal to the unpaid principal amount of the Bond or Bonds presented
for exchange. The Registrar shall be and is hereby authorized to
authenticate and deliver exchange Bonds in accordance with the
provisions of this Section 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 maturity, interest rate, and principal amount, bearing
a number not contemporaneously outstanding. If any Bond is lost,
apparently destroyed, or wrongfully taken, the City, pursuant to
the applicable laws of the State of Texas and in the absence of
notice or knowledge that such Bond has been acquired by a bona fide
purchaser, shall authorize and the Registrar shall authenticate and
deliver a replacement Bond of like maturity, interest rate and
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principal amount, bearing a number not contemporaneously
outstanding.
The City or the Registrar may require the Owner of a mutilated
Bond to pay a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith and any other
expenses connected therewith, including the fees and expenses of
the Registrar. The City or the Registrar may require the Owner of
a lost, apparently destroyed or wrongfully taken Bond, before any
replacement Bond is issued, to:
(1) furnish to the City and the Registrar satisfactory
evidence of the ownership of and the circumstances
of the loss, destruction or theft of such Bond;
(2) furnish such security or indemnity as may be
required by the Registrar and the City to save them
harmless;
(3) pay all expenses and charges in connection
therewith, including, but not limited to, printing
costs, legal fees, fees of the Registrar and any
tax or other governmental charge that may be
imposed; and
(4) meet any other reasonable requirements of the City
and the Registrar.
If, after the delivery of such replacement Bond, a bona fide
purchaser of the original Bond in lieu of which such replacement
Bond was issued presents for payment such original Bond, the City
and the Registrar shall be entitled to recover such replacement
Bond from the person to whom it was delivered or any person taking
therefrom, except a bona fide purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the
extent of any loss, damage, cost or expense incurred by the City or
the Registrar in connection therewith.
If any such mutilated, lost, apparently destroyed or
wrongfully taken Bond has become or is about to become due and
payable, the City in its discretion may, instead of issuing a
replacement Bond, authorize the Registrar to pay such Bond.
Each replacement Bond delivered in accordance with this
Section 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
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ka
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.
prior to maturity, in
February 1, 2005, or a
accrued interest on tr
fixed for redemption.
the particular Bonds o
selected by the City.
The City reserves the right to redeem Bonds
whole or from time to time in part, on
ny date thereafter at a price of par plus
e Bonds called for redemption to the date
If less than all of the Bonds are redeemed,
portions thereof to be redeemed shall be
The Bonds maturing in the year 2016 are also subject to
mandatory redemption in the amounts, on the dates, and in the
manner set out in the form of bond in Section 17.
Principal amounts may be redeemed only in integral multiples
of $5,000. If a Bond subject to redemption is in a denomination
larger than $5,000, a portion of such Bond may be redeemed, but
only in integral multiples of $5,000. Upon surrender of any Bond
for redemption in part, the Registrar, in accordance with Section
13 hereof, shall authenticate and deliver in exchange therefor a
Bond or Bonds of like maturity and interest rate in an aggregate
principal amount equal to the unredeemed portion of the Bond so
surrendered.
Notice of any redemption identifying the Bonds to be redeemed
in whole or in part shall be given by the Registrar at least thirty
days prior to the date fixed for redemption by sending written
notice by first class mail to the Owner of each Bond to be redeemed
in whole or in part at the address shown on the Register. Such
notices shall state the redemption date, the redemption price, the
place at which Bonds are to be surrendered for payment and, if less
than all Bonds outstanding of a particular maturity are to be
redeemed, the numbers of the Bonds or portions thereof of such
maturity to be redeemed. Any notice given as provided in this
Section 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.
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im
17. Forms. The form of the Bonds, including the form of the
Registrar's Authentication Certificate, the form of Assignment, the
form of bond insurance legend, and the form 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
INTEREST RATE:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
FORM OF BONDS
United States of America
State of Texas
Counties of Harris and Chambers
DENOMINATION
REGISTERED
CITY OF BAYTOWN, TEXAS
GENERAL OBLIGATION
AND REFUNDING BOND
SERIES 1995
MATURITY DATE: ISSUE DATE: CUSIP:
July 1, 1995
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 Interstate Bank of
Texas, N.A., Houston, Texas (the "Registrar ") , the principal amount
identified above, payable in any coin or currency of the United
States of America which on the date of payment 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
July 1, 1995, 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, 1996, mailed to the registered owner as shown on the
books of registration kept by the Registrar 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.
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REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL HAVE
THE SAME FORCE AND EFFECT AS IF SET FORTH AT THIS PLACE.
IN WITNESS WHEREOF, this Bond has been signed with the manual
or facsimile signature of the Mayor and countersigned with the
manual or facsimile signature of the City Clerk, and the official
seal of the City has been duly impressed, or placed in facsimile,
on this Bond.
(AUTHENTICATION
CERTIFICATE)
(SEAL) CITY OF BAYTOWN, TEXAS
Mayor
City Clerk
(Back Panel of Bond)
THIS BOND is one of a duly authorized issue of Bonds,
aggregating $10,480,000 (the "Bonds "), issued for the purpose of
refunding a portion of the City's outstanding bonds and for the
following purposes:
purchase of land for and construction of a public works
maintenance facility ($2,490,000);
constructing, improving, and permanently equipping public
buildings ($1,425,000); and
improving lands for park purposes, including improvements
along Goose Creek stream ($395,000),
authorized at an election held in the City on May 4, 1991 and
pursuant to an ordinance adopted by the City Council on June 22,
1995 (the "Ordinance ").
THE CITY RESERVES THE RIGHT to redeem Bonds, in whole or from
time to time in part, in integral multiples of $5,000, on
February 1, 2005, or any date thereafter at par plus accrued
interest on the principal amounts called for redemption to the date
fixed for redemption. Reference is made to the Ordinance for
complete details concerning the manner of redeeming the Bonds.
THE BONDS maturing in the year 2016 (the "Term Bonds ") are
subject to mandatory redemption prior to maturity in the amounts
and on the dates set out below, at a price of par plus accrued
interest to the redemption date:
February 1, 2014 $330,000
February 1, 2015 355,000
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The particular Term Bonds to be redeemed shall be selected by
the Registrar by lot or other customary random method, on or before
January 1 of each year in which Term Bonds are to be mandatorily
redeemed. The principal amount of Term Bonds to be mandatorily
redeemed in each year shall be reduced by the principal amount of
such Term Bonds that 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 owners of each Bond to be redeemed in
whole or in part at the address shown on the books of registration
kept by the Registrar. When Bonds or portions thereof have been
called for redemption, and due provision has been made to redeem
the same, the 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.
NEITHER THE CITY NOR THE REGISTRAR shall be required to
transfer or exchange any Bond during the 15 day period next
preceding any interest payment date.
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.
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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
xxxxxxxxxx
Comptroller of Public Accounts
(SEAL) of the State of Texas
Form of Registrar's Authentication Certificate
AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been delivered
pursuant to the Bond Ordinance described in the text of
this Bond.
First Interstate Bank of Texas, N.A.
By
Authorized Signature
Date of Authentication
Form of Assignment
ASSIGNMENT
For value received, the undersigned hereby sells, assigns, and
transfers unto
(Please print or type name, address, and zip code of Transferee)
-13-
rd-" WIMM
(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.
Form of Statement of Insurance
MBIA Insurance Corporation (the "Insurer ") has issued a policy
containing the following provisions, such policy being on file at
First Interstate Bank of Texas, N.A., Houston, Texas.
The Insurer, in consideration of the payment of the premium
and subject to the terms of this policy, hereby unconditionally and
irrevocably guarantees to any owner, as hereinafter defined, of the
following described obligations, the full and complete payment
required to be made by or on behalf of the Issuer to First
Interstate Bank of Texas, N.A., Houston, Texas, or its successor
(the "Paying Agent ") of an amount equal to (i) the principal of
(either at the stated maturity of by any advancement of maturity
pursuant to a mandatory sinking fund payment) and interest on, the
Obligations (as that term is defined below) as such payments shall
become due but shall not be so paid (except that in the event of
any acceleration of the due date of such principal by reason of
mandatory or optional redemption or acceleration resulting from
default or otherwise, other than any advancement of maturity
pursuant to mandatory sinking fund payment, the payments guaranteed
hereby shall be made in such amounts and at such times as such
payments of principal would have been due had there not been any
such acceleration); and (ii) the reimbursement of any such payment
which is subsequently recovered from any owner pursuant to a final
judgment by a court of competent jurisdiction that such payment
constitutes an avoidable preference to such owner within the
meaning of any applicable bankruptcy law. The amounts referred to
in clauses (i) and (ii) of the preceding sentence shall be referred
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M
M
to herein collectively as the "Insured Amounts." "Obligations"
shall mean:
$10,480,000
City of Baytown, Texas
General Obligation and Refunding Bonds, Series 1995
Upon receipt of telephonic or telegraphic notice, such notice
subsequently confirmed in writing by registered or certified mail,
or upon receipt of written notice by registered or certified mail,
by the Insurer from the Paying Agent or any owner of any Obligation
the payment of an Insured Amount for which is then due, that such
required payment has not been made, the Insurer on the due date of
such payment or within one business day after receipt of notice of
such nonpayment, whichever is later, will make a deposit of funds,
in an account with State Street Bank and Trust Company, N.A., in
New York, New York, or its successor, sufficient for the payment of
any such Insured Amounts which are then due. Upon presentment and
surrender of such Obligations or presentment of such other proof of
ownership of the Obligations, together with any appropriate
instruments of assignment to evidence the assignment of the Insured
Amounts due on the Obligations as are paid by the Insurer, and
appropriate instruments to effect the appointment of the Insurer as
agent for such owners of the Obligations in any legal proceeding
relating to payment of Insured Amounts on the Obligations, such
instruments being in a form satisfactory to State Street Bank and
Trust Company, N.A., State Street Bank and Trust Company, N.A.
shall disburse to such owners or the Paying Agent payment of the
Insured Amounts due on such Obligations, less any amount held by
the Paying Agent for the payment of such Insured Amounts and
legally available therefor. This policy does not insure against
loss of any prepayment premium which may at any time be payable
with respect to any Obligation.
As used herein, the term "owner" shall mean the registered
owner of any Obligation as indicated in the books maintained by the
Paying Agent, the Issuer, or any designee of the Issuer for such
purpose. The term owner shall not include the Issuer or any party
whose agreement with the Issuer constitutes the underlying security
for the Obligations.
Any service of process on the Insurer may
Insurer at its offices located at 113 King Street,
10504 and such service of process shall be valid
be made to the
Armonk, New York
and binding.
This policy is non - cancellable for any reason. The premium on
this policy is not refundable for any reason including the payment
prior to maturity of the Obligations.
DISCLOSURE OF GUARANTY FUND NONPARTICIPATION: In the event the
Insurer is unable to fulfill its contractual obligation under this
policy or contract or application or certificate or evidence of
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coverage, the policyholder or certificateholder is not protected by
an insurance guaranty fund or other solvency protection
arrangement.
MBIA Insurance Corporation
is. Legal Opinion: Cusip Numbers: Bond Insurance. The
approving opinion 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 opinion 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 Fund: Tax Levy. There is hereby
established a separate fund of the City to be known as the City of
Baytown, Texas, General Obligation and Refunding Bonds, Series 1995
Interest and Sinking Fund (the "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 Bonds authorized by this Ordinance shall be
deposited, as collected, in the 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 of not less
than two percent of the principal amount of the Bonds or the amount
required to pay each installment of principal of the Bonds as the
same matures, whichever is greater, full allowance being made for
delinquencies and costs of collection, and said taxes are hereby
irrevocably pledged to the payment of the interest on and principal
of the Bonds and to no other purpose.
20. Further Proceedinas. 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
-16-
have been approved by the Attorney General, they shall be delivered
to the Comptroller for registration. Upon registration of the
Bonds to be initially issued, the Comptroller (or the Comptroller's
bond clerk or an assistant bond clerk lawfully designated in
writing to act for the Comptroller) shall manually sign the
Comptroller's Registration Certificate prescribed herein and the
seal of said Comptroller shall be impressed, or placed in
facsimile, thereon.
21. Sale; Bond Purchase Agreement. The Bonds are hereby sold
and shall be delivered to the Underwriters at a price of
$10,316,939.70 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
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:
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ia
(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 public improvements (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 each issue 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
Ne-t Proceeds of each issue 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 Revenue Procedure 93-
19, 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;
The City has not permitted and will not permit
more than five percent of the Net Proceeds of
any issue 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
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ria
Proceeds of any issue 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 any issue 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
such issue 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
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 each issue 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 each issue of 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 each such issue
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would be used to carry out the governmental purposes of such issues
within the corresponding three -year period beginning on the
respective dates 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,
not less often than every fifth anniversary date of the delivery of
the Bonds or on such other dates as may be permitted by applicable
regulations, all amounts required to be rebated to the federal
government. Further, the City will not indirectly pay any amount
otherwise payable to the federal government pursuant to the
foregoing requirements to any person other than the federal
government by entering into any investment arrangement with respect
to the gross proceeds of the Bonds that might result in a reduction
in the amount required to be paid to the federal government because
such arrangement results in a smaller profit or larger loss than
would have resulted if the arrangement had been at arm's length and
had the yield on the issue not been relevant to either party.
(g) Information Reporting. The City covenants and agrees to
file or cause to be filed with the Secretary of the Treasury, not
later than the 15th day of the second calendar month after the
close of the calendar quarter in which the Bonds are issued, an
information statement concerning the Bonds, all under and in
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accordance with section 149(e) of the Code and
regulations thereunder.
(h) Continuing Obligation. Notwithstanding
provision of this Ordinance, the City's obligation
covenants and provisions of this Section 22 shall
defeasance and discharge of the Bonds.
applicable
any other
s under the
survive the
23. Use of Proceeds. Proceeds from the sale of the Bonds
shall, promptly upon receipt by the City, be applied as follows:
(a) Accrued interest shall be deposited into the
Interest and Sinking Fund and invested only in direct
obligations of the United States of America.
(b) $4,310,000 from the proceeds of the Bonds shall be used
for the purpose of the purchase of land for and construction
of a public works maintenance facility, constructing,
improving, and permanently equipping public buildings, and
improving lands for park purposes, including improvements
along Goose Creek stream. Earnings on investments of such
proceeds may, at the City's discretion, be transferred to the
Interest and Sinking Fund.
(c) 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 Interest and Sinking
Fund.
24. 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 the Escrow Agent, which shall be substantially in the
form attached hereto as Exhibit B, 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 KPMG Peat Marwick LLP,
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
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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.
25. Redemption of Bonds. The City hereby irrevocably calls
the following bonds of the City for redemption prior to maturity on
the followings date, at a price of par plus accrued interest to the
date fixed for redemption, and authorizes and directs notice of
such redemption to be given in accordance with the proceedings
authorizing the issuance of such bonds:
Bonds to be Redeemed
General Obligation Refunding
Bonds, Series 1985
Maturities 1997 through 1999
Public Improvement Bonds,
Series 1986
Maturities 1998 and 1999
Public Improvement Bonds,
Series 1988
Maturities 2000 through 2003
Harris County MUD #3
Waterworks & Sewer System
Combination Unlimited Tax
& Revenue Bonds, Series 1984
Maturities 1998 through 2007
Redemption Date
August 1, 1995
February 1, 1996
February 1, 1998
April 1, 1997
26. 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 City Manager, 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.
27. Transfer from Interest and Sinking Funds. On the date of
delivery of and payment for the Bonds there shall be transferred
from the interest and sinking funds for the Refunded Bonds to the
Escrow Agent, an amount sufficient, when added to the proceeds of
the Bonds, to provide for the refunding of the Refunded Bonds, all
as set out in the Report.
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im
28. Payments under the Policy.
A. In the event that, on the second Business Day, and again
on the Business Day, prior to the payment date on the Bonds, the
Registrar has not received sufficient moneys to pay all principal
of and interest on the Bonds due on the second following or
following, as the case may be, Business Day, the Registrar shall
immediately notify the Insurer or its designee on the same Business
Day by telephone or telegraph, confirmed in writing by registered
or certified mail, of the amount of the deficiency.
B. If the def iciency is made up in whole or in part prior to
or on the payment date, the Registrar shall so notify the Insurer
or its designee.
C. In addition, if the Registrar has notice that any Owner
has been required to disgorge payments of principal or interest on
the Bonds to a trustee in Bankruptcy or creditors or others
pursuant to a final judgment by a court of competent jurisdiction
that such payment constitutes a voidable preference to such Owner
within the meaning of any applicable bankruptcy laws, then the
Registrar shall notify the Insurer or its designee of such fact by
telephone or telegraphic notice, confirmed in writing by registered
or certified mail.
D. The Registrar is hereby irrevocably designated,
appointed, directed and authorized to act as attorney -in -fact for
Owners of the Bonds as follows:
1. If and to the extent there is a deficiency in
amounts required to pay interest on the Bonds, the
Registrar shall (a) execute and deliver to State Street
Bank and Trust Company , N.A., or its successors under
the Policy (the "Insurance Paying Agent "), in form
satisfactory to the Insurance Paying Agent, an instrument
appointing the Insurer as agent for such Owners in any
legal proceeding related to the payment of such interest
and an assignment to the Insurer of the claims for
interest to which such deficiency relates and which are
paid by the Insurer, (b) receive as designee of the
respective Owners (and not as Paying Agent) in accordance
with the tenor of the Policy payment from the Insurance
Paying Agent with respect to the claims for interest so
assigned, and (c) disburse the same to such respective
Owners; and
2. If and to the extent of a deficiency in amounts
required to pay principal of the Bonds, the Registrar
shall (a) execute and deliver to the Insurance Paying
Agent in form satisfactory to the Insurance Paying Agent
an instrument appointing the Insurer as agent for such
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Owner in any legal proceeding relating to the payment of
such principal and an assignment to the Insurer of any of
the Bonds surrendered to the Insurance Paying Agent of so
much of the principal amount thereof as has not
previously been paid or for which moneys are not held by
the Registrar and available for such payment (but such
assignment shall be delivered only if payment from the
Insurance Paying Agent is received), (b) receive as
designee of the respective Owners (and not as Paying
Agent) in accordance with the tenor of the Policy payment
therefor from the Insurance Paying Agent, and (c)
disburse the same to such Owners.
E. Payments with respect to claims for interest on and
principal of Bonds disbursed by the Registrar from proceeds of the
Policy shall not be considered to discharge the obligation of the
City with respect to such Bonds, and the Insurer shall become the
owner of such unpaid Bond and claims for the interest in accordance
with the tenor of the assignment made to it under the provisions of
this subsection or otherwise.
F. Irrespective of whether any such assignment is executed
and delivered, the City and the Registrar hereby agree for the
benefit of the Insurer that,
1. They recognize that to the extent the Insurer
makes payments, directly or indirectly (as by paying
through the Registrar) , on account of principal of or
interest on the Bonds, the Insurer will be subrogated to
the rights of such Owners to receive the amount of such
principal and interest from the City, with interest
thereon as provided and solely from the sources stated in
this Ordinance and the Bonds; and
2. They will accordingly pay to the Insurer the
amount of such principal and interest (including
principal and interest recovered under subparagraph (ii)
of the first paragraph of the Policy, which principal and
interest shall be deemed past due and not to have been
paid), with interest thereon as provided in this
Ordinance and the Bonds, but only from the sources and in
the manner provided herein for the payment of principal
of and interest on the Bonds to Owners, and will
otherwise treat the Insurer as the owner of such rights
to the amount of such principal and interest.
G. In connection with the issuance of additional Bonds, the
City shall deliver to the Insurer a copy of the disclosure
document, if any, circulated with respect to such additional Bonds.
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H. Copies of any amendments made to the documents executed
in connection with the issuance of the Bonds which are consented to
by the Insurer shall be sent to Standard & Poor's Corporation.
I. The Insurer shall receive notice of the resignation or
removal of the Registrar and the appointment of a successor
thereto.
J. The Insurer shall receive copies of all notices required
to be delivered to Owners, and, on an annual basis, copies of the
City's audited financial statements and annual budget.
29. Notices: Any notice that is required to be given to an
Owner of the Bonds or to the Registrar pursuant to the Ordinance
shall also be provided to the Insurer. All notices required to be
given to the Insurer under the Ordinance shall be in writing and
shall be sent by registered or certified mail addressed to MBIA
Insurance Corporation, 113 King Street, Armonk, New York 10504
Attention: Surveillance.
30. 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 City Manager, 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 certificates, 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.
31. Registrar. The form of agreement setting forth the
duties of the Registrar is hereby approved, and the appropriate
officials of the City are hereby authorized to execute such
agreement for and on behalf of the City.
32. 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
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therein, dated as of the date of payment for and delivery of the
Bonds.
33. 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.
34. 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 the Texas
Open Meetings Act.
35. Effective Date. This Ordinance shall become effective
immediately upon passage by this City Council and signature of the
Mayor.
PASSED AND APPROVED this 22nd day of June, 1995.
ATTEST:
City Clerk
,
CITY OF BAYTOWN, TEXAS
(SEAL)
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ayor
CITY OF BAYTOWN, TEXAS
WE
ram
EXHIBIT A
Issue Amount Maturities
City of Baytown, Texas
General Obligation Refunding
Bonds, Series 1985 $ 740,000 1997/1999
City of Baytown, Texas
Public Improvement Bonds,
Series 1986 1,050,000 1998/1999
City of Baytown, Texas
Public Improvement Bonds,
Series 1988 400,000 2000/2003
Harris County MUD #3 WW & SS
Combination Unlimited Tax
and Revenue Bonds, Series 1984 4,075,000 1998/2007
Ira
EXHIBIT B
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (the "Escrow Agreement ") dated for
convenience June 22, 1995, 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 Texas Commerce Bank National Association, Houston,
Texas, as escrow agent (together with any successor or assign in
such capacity, the "Escrow Agent ").
WHEREAS, the City has heretofore issued or assumed and there
remain outstanding the bonds described in Appendix A attached
hereto (the "Refunded Bonds "); and
WHEREAS, the City desires to refund the Refunded Bonds in
advance of maturity; and
WHEREAS, Article 717k, Vernon's Texas Civil Statutes, as
amended, authorizes and empowers the City to deposit the proceeds
of refunding bonds payable from ad valorem taxes of the City,
together with other available funds or resources, with any place of
payment for the Refunded Bonds in an amount which is sufficient to
provide for the payment or redemption of the principal of and
interest on the Refunded Bonds; and
WHEREAS, the City Council of the City has adopted an ordinance
authorizing the issuance of the City's General Obligation and
Refunding Bonds, Series 1995, in the aggregate principal amount of
$10,480,000 (the "Refunding Bonds "), for the purpose, among others,
of providing the funds necessary to refund the Refunded Bonds, to
provide a savings in debt service; 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 and other funds,
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:
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la
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 Texas Commerce Bank National
Association, 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 for full and timely payment by, the United States of
America, initially purchased for deposit into the Escrow Fund, all
as more fully described in the Report.
"Paying Agent for the Refunded Bonds" shall mean Texas
Commerce Bank National Association, Houston, Texas (successor to
First City National Bank, MTrust Corp., and Bank of the Southwest) .
"Refunded Bond Ordinances" shall mean the ordinances and
resolution authorizing the issuance, sale and delivery of the
Refunded Bonds.
"Refunded Bonds" shall mean the bonds described in Appendix A
attached hereto.
WE
"Refunding Bonds" shall mean the City's General Obligation and
Refunding Bonds, Series 1995, dated July 1, 1995, in the initial
aggregate principal amount of $10,480,000.
"Refunding Bond Ordinance" shall mean the City's Ordinance
adopted June 22, 1995, authorizing the issuance, sale and delivery
of the Refunding Bonds.
"Report" shall mean the verification report prepared by KPMG
Peat Marwick LLP, 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. Interpretations. 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
DEPOSIT OF FUNDS AND ESCROWED SECURITIES
Section 2.01. Deposits with Escrow Agent; Acquisition of
Escrowed Securities. On the Escrow Funding Date the City will
deposit, or cause to be deposited, with the Escrow Agent the
following:
(a) Escrowed Securities in the principal amount of
$ ; and
(b) A beginning cash balance of $
ARTICLE III
CREATION AND OPERATION OF ESCROW FUND
Section 3.01. Escrow Fund. On the Escrow Funding Date the
Escrow Agent will create on its books a special fund and
irrevocable escrow to be known as the City of Baytown, Texas,
General Obligation and Refunding Bonds, Series 1995, 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
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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, as shown 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 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 by the Paying Agent for
the Refunded Bonds in accordance with the provisions of Title 6 of
the Texas Property Code.
Section 3.03. Sufficiency of Escrow Fund. The City
represents (based upon the Report) that the successive receipts of
the principal of and interest on the Escrowed Securities will
assure that the cash balance on deposit from time to time in the
Escrow Fund will be at all times sufficient to provide money for
transfer to the Paying Agent for the Refunded Bonds at the times
and in the amounts required to pay the principal of and interest on
the Refunded Bonds as such principal and interest becomes due and
payable. If any deficiency results from any error in the
calculations set forth in the Report, the City shall transfer tc
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
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WR
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 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 dates set out below, at a price of par plus accrued
interest to the date fixed for redemption, and has authorized and
directed notice of such redemption to be given in accordance with
the proceedings authorizing the issuance of such bonds:
Bonds to be Redeemed
General Obligation Refunding
Bonds, Series 1985
Maturities 1997 through 1999
Public Improvement Bonds,
Series 1986
Maturities 1998 and 1999
Public Improvement Bonds,
Series 1988
Maturities 2000 through 2003
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Redemption Date
August 1, 1995
February 1, 1996
February 1, 1998
Bonds to be Redeemed Redemption Date
Harris County MUD #3
Waterworks & Sewer System
Combination Unlimited Tax
& Revenue Bonds, Series 1984
Maturities 1998 through 2007 April 1, 1997
ARTICLE V
LIMITATION ON INVESTMENTS
Section 5.01. General. Except as herein otherwise expressly
provided, the Escrow Agent shall not have any power or duty to
invest any money held hereunder; or to make 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 obligations of, or
obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America and
which do not permit the redemption thereof at the option of the
obligor. Any such transaction may be effected by the Escrow Agent
only if (1) the Escrow Agent shall have received a written opinion
from a recognized firm of certified public accountants that such
transaction will not cause the amount of money and securities in
the Escrow Fund to be reduced below an amount which will be
sufficient, when added to the interest to accrue thereon, to
provide for the payment of principal of 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 (a) such transaction
will not cause any of the Refunding Bonds to be an "arbitrage bond"
within the meaning of the Code, and (b) 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.
ARTICLE VI
RECORDS AND REPORTS
Section 6.01. Records. The Escrow Agent shall keep books of
record and account in which complete and correct entries shall be
made of all transactions relating to the receipt, disbursement,
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allocation 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 August 31, 1995, 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 the cash and Escrowed Securities in
the Escrow Fund is not sufficient to provide for the transfer to
the Paying Agent 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 of Escrow Agent. Texas
Commerce Bank National Association hereby represents that it is a
Paying Agent for the Refunded Bonds. The Escrow Agent 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
by it in good faith in the exercise of reasonable care and believed
by it to be within the discretion or power conferred upon it by
this Escrow Agreement, nor shall the Escrow Agent be responsible
for the consequences of any error of judgment; and the Escrow Agent
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
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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
its 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 accuracy of
the Report, 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.
In the absence of bad faith, the Escrow Agent may rely
'. conclusively upon the truth, completeness and accuracy of the
statements, certificates, opinions, resolutions and other documents
conforming to the requirements of this Escrow Agreement, and shall
not be obligated to make any independent investigation with respect
thereto.
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
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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.
The Escrow Agent shall be protected in acting upon any notice,
resolution, request, consent, order, certificate, report, opinion,
bond or other paper or document believed by it to be genuine, and
to have been signed or presented by the proper party or parties.
The Escrow Agent may consult with counsel, and the opinion of such
counsel shall be full and complete authorization and protection in
respect of any action taken or suffered by it in good faith and in
accordance therewith.
To the full extent permitted by law, the City agrees to
indemnify, defend and hold the Escrow Agent harmless from and
against any and all loss, damage, tax liability and expense that
may be incurred by the Escrow Agent arising out of or in connection
with its acceptance or appointment as Escrow Agent hereunder,
including attorneys fees and expenses of defending itself against
any claim or liability in connection with its performance
hereunder, except that the Escrow Agent shall not be indemnified
for any loss, damage, tax liability, or expense resulting from its
own negligence.
Section 7.03. Compensation. 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
the sum of $ , which does not include fees for the Refunding
Bonds. Texas Commerce Bank National Association will continue to
act as Paying Agent for the life of the Refunded Bonds under its
existing fee schedule, with the sole remedy for nonpayment being an
action for amounts owing under the Paying Agency Agreement. The
Escrow Agent's fee does not include the cost of publication,
printing costs, or reasonable out -of- pocket expenses of the Escrow
Agent. If the Escrow Agent is requested to perform any
extraordinary services hereunder, the City hereby agrees to pay
reasonable fees to the Escrow Agent for such 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. This agreement may be
terminated by the City or the Escrow Agent on 60 days written
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notice, but no such termination shall be effective until a
successor Escrow Agent 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.
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 Accent:
Texas Commerce Bank National Association
P. O. Box 4717
Houston, TX 77210
Attention: Corporate Trust Department, Tax Exempt and
Agency Division Refunding Escrow
To the City:
City of Baytown
P. O. Box 424
Baytown, TX 77522 -0424
Attention: Mayor
The United States Post Office registered or certified mail
receipt showing delivery of the aforesaid shall be conclusive
evidence of the date and fact of delivery. Either party hereto may
change the address to which notices are to be delivered by giving
to the other party 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.
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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. Severability. If 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 provision 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.
Section 8.05. Governing Law. This Escrow Agreement shall be
governed exclusively by the provisions hereof and by the applicable
laws of the State of Texas.
Section 8.06. Time of Essence. Time shall be of the
essence in the performance of obligations from time to time imposed
upon the Escrow Agent by this Escrow Agreement.
Executed as of June 22, 1995, but effective as set forth
herein.
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ATTEST:
City Clerk
(SEAL)
ATTEST:
Title
(SEAL)
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CITY OF BAYTOWN, TEXAS
By
Mayor
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Escrow Agent
By
Title
APPENDIX A
Issue Amount Maturities
City of Baytown, Texas
General Obligation Refunding
Bonds, Series 1985
$ 740,000
1997/1999
City of Baytown, Texas
Public Improvement Bonds,
Series 1986
1,050,000
1998/1999
City of Baytown, Texas
Public Improvement Bonds,
Series 1988
400,000
2000/2003
Harris County MUD #3 WW & SS
Combination Unlimited Tax
and Revenue Bonds, Series 1984
4,075,000
1998/2007