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HomeMy WebLinkAboutRES 82-106 R E S O L U T I O N WHEREAS, the City of Beaumont intends to sell $15,000,000 City of Beaumont Waterworks and Sewer System Prior Lien Revenue Bonds , Series 1982, the proceeds of which are to be used for improvements to the sewerage treatment plant and the sewer system, including trunk lines, collection lines and lift stations, and for expansion of the water treatment plant, surface water canal improvements and transmission lines; and, WHEREAS, the sale of the bonds is scheduled for April 20, 1982; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BEAUMONT: That the Official Notice of Sale and Preliminary Official Statement dated March 23, 1982, copies of which are attached hereto and made a part hereof, are hereby approved by the City Council; and BE IT FURTHER RESOLVED that officers and agents of the City of Beaumont are hereby authorized to publish all required notices of intent to sell the above referenced bonds on April 20, 1982, and to distribute the attached Official Notice of Sale and Preliminary Official Statement dated March 23, 1982. PASSED BY THE CITY CCOUNCIL of the City of Beaumont this day of , 19 owd Mayor - x'02 io n. -5 ;2 3 This Official Notice of Sale does not alone ,constitute an invitation for bids but is merely notice of sale of the bonds described herein. The invitation for such bids is ' being made by means of this Official Notice of Sale, the Official Bid Form and ' the Preliminary Official Statement. OFFICIAL NOTICE OF SALE $15,000,000 CITY OF BEAUMONT (A political subdivision of the State of Texas, located within Jefferson County) WATERWORKS AND SEWER SYSTEM PRIOR LIEN REVENUE BONDS SERIES 1982 THE SALE Bonds Offered for Sale at Competitive Bid: The City of Beaumont, Texas (the "City"), is offering for sale at competitive bid $15,000,000 Waterworks and Sewer System Prior Lien Revenue Bonds, Series 1982, (the "Bonds") . Bid Opening: The City Council of the City (the "Council") will open and publicly read sealed bids for the purchase of the Bonds at the City Hall, 801 Main Street, Beaumont, Texas, at 1 :00 p.m. , Central Standard Time, Tuesday, April 13, 1982. Sealed bids, which must be submitted on the Official Bid Form and plainly marked "Bid for Bonds," are to be addressed to "Mayor and City Council, City of Beaumont, Texas." All bids must be delivered to the office of Mrs. Myrtle Corgey, City Clerk, at the above address prior to the above scheduled time for bid opening. Any bid received after such scheduled time for bid opening will not be accepted and will be returned unopened. Award of the Bonds: The Council will take action to adopt an ordinance (the "Bond Ordinance") authorizing the issuance and awarding sale of the Bonds or will reject all bids promptly after the opening of bids. The Council reserves the right to reject any or all bids and to waive any irregularities, except time of filing. THE BONDS Description of Certain Terms of the Bonds: The Bonds, when issued, will constitute special obligations of the City, payable as to principal and interest solely from and secured by a pledge of and lien on the net revenues, as collected, of the City's Waterworks and Sewer System. The holders of the Bonds and the interest coupons appertaining thereto shall never have the right to demand payment of either the principal of or interest on the Bonds out of any funds raised or to be raised by taxation. The Bonds will be dated March 1 , 1982, with interest payable on September 1 , 1982, and each March 1 and September 1 thereafter until the earlier of maturity or redemption. Principal and interest are payable at the Texas Commerce Bank - Beaumont, N.A. , Beaumont, Texa-s., or at a bank to be designated by the Underwriter. The Bonds will mature serially on September 1 as follows: Year Amount Year Amount 1984 $250,000 1992 $ 900,000 1985 300,000 1993 1 ,000,000 1986 450,000 1994 1 ,750,000 1987 500,000 1995 1 ,750,000 1988 600,000 1996 1 ,750,000 1989 700,000 1997 1 ,750,000 1990 750,000 1993 1 ,750,000 1991 800,000 The Bonds maturing September 1 , 1992 through 1998, both inclusive, are subject to redemption at the option of the City, at the par value thereof plus accrued interest, as a whole or in part, in inverse numerical order, on September 1 , 1991 , or on any interest payment date thereafter. CONDITIONS OF SALE Types of Bids and Interest Rates: The Bonds will be sold in one block on an "all °or none" basis, at a price of not less than the par value thereof plus accrued interest from the date of the Bonds to the date of delivery. Bidders are required to name the rates of interest to be borne by the Bonds, provided that each rate bid must be in a multiple of 1/8th of 10 or 1/20th of 1%. All Bonds maturing within a single year must bear the same rate of interest. Supplemental coupons will not be considered. No limitation will be imposed upon bidders as to the number of rates or coupon changes which may be used; provided, however, that the highest coupon rate bid may not exceed the lowest coupon rate bid by more than 1 1/2% in coupon rate. Bidders shall indicate the total and net interest costs in dollars and the net effective interest rate determined by the bidder therefrom, which shall be considered informative only and not as a part of the bid. Basis of Award: For the purpose of awarding sale of the Bonds, the interest cost of each bid will be computed by determining, at the rates specified therein, the total dollar value of all interest on the Bonds from the date thereof to their respective maturities, and subtracting therefrom the premium, if any. Subject to Council's right to reject any or all bids, sale of the Bonds will be awarded to the bidder (the "Underwriter") whose bid, under the above computation, produces the lowest net interest cost. In the event of mathematical discrepancies between the coupon rates bid and the interest cost or effective interest rate determined by the bidder therefrom, as both appear on the Official Bid Form, the bid will be governed solely by the coupon rates named. Co-Paying Agent Bank: The Underwriter may, within 24 hours of the award of sale of the Bonds, name the co-paying agent bank for the Bonds, provided that such paying agent is located within a Federal Reserve City and is acceptable to the City, which will select a co-paying agent bank should the Underwriter not name a bank within such 24 hour period. Good Faith Deposit: Each bid must be accompanied by a bank cashier's check payable to the order of "City of Beaumont, Texas" in the amount of $300,000. The check will be considered the Good Faith Deposit, which will be retained uncashed and will bear no interest pending the Underwriter's compliance with the bid terms presented both herein and in the Official Bid Form. Checks accompanying other bids will be returned immediately after the bids are opened and the award of sale of the Bonds has been made. In the event the Underwriter should fail or refuse to take up and pay for the Bonds in accordance with the terms of this Notice of Sale, then the Good Faith Deposit will be cashed and the proceeds accepted by the City as full and complete liquidated damages. The Good Faith Deposit may accompany the Official Bid Form or it may be submitted separately. If submitted separately, it shall be made available to the City or its Financial Advisor prior to the opening of the bids and shall be accompanied by instructions from the bank on which drawn which authorize its use as a Good Faith Deposit of those bidders named therein. Unless otherwise stipulated, the Good Faith Deposit will be applied to the purchase price on the date of delivery of the Bonds. Financial Advisor's Right to Bid: The City hereby authorizes Underwood, Neuhaus & Co. Incorporated, the City's Financial Advisor, to bid on the Bonds. DELIVERY AND ACCOMPANYING DOCUMENTS Printed Bonds: The City will furnish printed Bonds on lithographed borders, which will be executed by the facsimile signature of the City Clerk of the City and by the manual or facsimile signature of the Mayor of the City and the manual signature of the Comptroller of Public Accounts of the State of Texas. The Bonds will be in $5,000 denominations and in coupon form without privilege of registration as to principal or interest. CUSIP Number: It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the aforementioned bid terms. All expenses relating to the printing of CUSIP numbers on the Bonds shall be paid for by the City; however, the CUSIP Service Bureau charge for the assignment of the numbers shall be the responsibility of and shall be paid by the Underwriter. Delivery: The Bonds will be tendered for delivery to the Underwriter at the office of the Corporate Trust Services Group of The Chase Manhattan Bank, National Association, One New York Plaza, 14th Floor, New York, New York or at the option of the Underwriter at the City National Bank of Austin, Austin, Texas. Payment for the Bonds, including any application of the Good Faith Deposit, must be made in federal funds acceptable to the bank at which the Bonds are delivered for immediate and unconditional credit to the City or as otherwise directed by the City. The Underwriter will be given six business days' notice of the date fixed for delivery of the Bonds. It is anticipated that delivery can be made on or about May 13, 1982, but if for any reason the City is unable to make delivery by June 14, 1982, then the City shall immediately contact the Underwriter and offer to allow the Underwriter ii to ex-tend for an additional thirty days the obligation to take up and pay for the Bonds. If the Underwriter does not so elect within five days of May , 1982, the Good Faith Deposit will be returned, and both the City and the Underwriter shall be relieved of further obligation. In no event shall the City be liable for any damages by reason of its failure to deliver the Bonds. Conditions to Delivery: The obligation to take up and pay for the Bonds is subject to the Underwriter's receipt of the legal opinion, the no-litigation certificate, the non- occurence of a material adverse change and the certification as to the Official Statement, all as described below. Legal Opinion: The City will furnish the Underwriter a transcript of certain certified proceedings held incident to the authorization and issuance of the Bonds, including a certified copy of the approving opinion of the Attorney General of Texas, as recorded in the Bond Register of the Comptroller of Public Accounts of the State of Texas, to the effect that the Bonds are valid and binding special obligations of the City under the Constitution and laws of the State of Texas. The City will also furnish the approving legal opinion of Messrs. Vinson & Elkins, Bond Counsel, to the effect that, based upon an examination of such transcript, the Bonds are valid and binding special obligations of the City under the Constituion and laws of the State of Texas and to the effect that the interest on the Bonds is exempt from all present federal income taxes under existing statutes, regulations, published rulings and court decisions. The opinion of Bond Counsel will be reproduced on the back panel of the Bonds over a certification by facsimile signature of the City Clerk of the City, attesting that the legal opinion was dated as of the date of delivery of and payment for the Bonds and that the copy is a true and correct copy of the original opinion. The failure to print such legal opinion on any Bonds shall not constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds. No-Litigation Certificate: The City will furnish to the Underwriter a certificate, dated as of the date of delivery of the Bonds, executed by both the Mayor and City Clerk, to the effect that no litigation of any nature is then pending or threatened, either in state or federal court, contesting or attacking the Bonds; restraining or enjoining the issuance, execution, or delivery of the Bonds; affecting the provisions made for the payment of or security for the Bonds; in any manner questioning the authority or proceedings for the issuance, execution or delivery of the Bonds; or affecting the validity of the Bonds or coupons. No Material Adverse Change: The obligation of the Underwriter to take up and pay for the Bonds is subject to the condition that at the time of delivery of and receipt of payment for the Bonds, there shall have been no material adverse change in the condition (financial or otherwise) of the City as set forth in the Preliminary Official Statement, as it may have been supplemented or amended through the date of sale. GENERAL CONSIDERATIONS Certification as to Official Statement: At the time of payment for and delivery of the Bonds, the Underwriter will be furnished a certificate executed by an appropriate official of the City, acting in his official capacity, to the effect that to the best of his knowledge and belief: (a) the descriptions and statements pertaining to the City contained in its Preliminary and final Official Statements, as supplemented and amended on the respective dates of such statements, on the date of sale of the Bonds and the acceptance of the bid therefor, and on the date of delivery of the Bonds, did not and do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (b) as of the date of delivery of the Bonds, there have been no material adverse changes in the City's financial condition and affairs since the date of the Preliminary and final Official Statements. Such certificate shall not cover any information contained in APPENDIX A to the Preliminary and final Official Statements or relating to taxing jurisdictions other than the City, or stated to have been obtained from sources other than City records or to information supplied to the City by the Underwriter for inclusion into the Preliminary and final Official Statements. In rendering such certificate, the person executing the certificate may state that he has relied in part on his examination of the records of the City relating to matters within his own area of responsibility, and his discussions with, or certificates or correspondence signed by, certain other officials, employees, consultants and representatives of the City as to matters not within his area of responsibility. Official Statement: Upon the award of sake of the Bonds, the Preliminary Official Statement relating to the Bonds will be, amended to conform to the terms of the Undbrwrit'er's bid and, if necessary, to make other changes. In connection therewith,' the Underwriter will be required to furnish information concerning the initial resale offering yields and prices of the Bonds as well as the names of the underwriting sydicate members. The Underwriter will be furnished with up to fifty copies of the Official Statement within ten business days from the date of award of the Bonds, or at such later date as may be mutually satisfactory, but in no event later than the date of delivery of the Bonds. Additional copies will be made available at the Underwriter's request and expense. The City assumes no responsibility or obligation for the distribution or delivery of any copies of the Official Statement to anyone other than the Underwriter. Additional Copies: Additional copies of this Official Notice of Sale, the Official Bid Form and the Preliminary Official Statement may be obtained from Underwood, Neuhaus & Co. Incorporated, 724 Travis, Houston, Texas 77002, financial advisors to the City. City of Beaumont, Texas March 23, 1982 iv This Preliminary Official Statement' is subject to completion and amendment an-d is CD c intended solely for the solicitation of initial bids to purchase the Bonds. Upon the v -+ award of sale of the Bonds, the Official Statement will be completed and delivered to the M o Underwriter. y N tU is u m PRELIMINARY OFFICIAL STATEMENT DATED MARCH 23, 1982 N a n THE ISSUANCE OF THE BONDS IS SUBJECT TO THE OPINION OF BOND COUNSEL TO THE EFFECT o THAT INTEREST ON THE BONDS IS EXEMPT FROM FEDERAL INCOME TAXATION UNDER a EXISTING STATUTES, REGULATIONS, PUBLISHED RULINGS AND COURT DECISIONS. w to­4 W $15,000,000 o CITY OF BEAUMONT, TEXAS z m •� 9 y W (A political subdivision of the State of Texas, Zc N located within Jefferson County) c WATERWORKS AND SEWER SYSTEM PRIOR LIEN REVENUE BONDS c SERIES 1982 o w z-W o C w •F Dated: March 1 , 1982 Denomination: $5,000 �w a c4 Principal and semi-annual interest will be payable at the Texas Commerce Bank - U04- Beaumont N. A. , Beaumont, Texas, or at a bank to be designated by the Underwriter. C a Interest is payable September 1 , 1982, and each March 1 and September 1 thereafter until a �3 the earlier of maturity or redemption. The Bonds are not registrable as to principal or :, c interest. w •.� to MATURITY SCHEDULE Due September 1 Initial Initial w Amount Maturity Coupon Yield (a) Amount Maturity Coupon Yield (a) z++ = c c $250,000 1984 $ 900,000 1992(b) c 300,000 1985 1 ,000,000 1993(b) z � 450,000 1986 1 ,750,000 1994(b) < N W 500,000 1987 1 ,750,000 1995(b) z 0 •14 600,000 1988 1 ,750,000 1996(b) 700,000 1989 1 ,750,000 1997(b) ,,Q 750,000 1990 1 ,750,000 1998(b) e 800,000 1991 ti c a The initial yields will be established by and are the sole responsibility of the c Underwriter, and may subsequently be changed. c (b) Bonds maturing September 1 , 1992 through 1998, both inclusive, are subject to t+t o redemption at the option of the City, p p , p p y, at the par value thereof plus accrued interest as a whole (or if in part, in inverse numerical order) on September 1 , 1991 , or on any CJ,� interest payment date thereafter. z a The above bonds (the "Bonds") , when issued, will constitute special obligations of i ^ '- the City of Beaumont, Texas (the "City") and will be payable as to principal and interest c =solely from and secured by a pledge of and a lien on the net revenues, as collected, of N W N the City 's waterworks and sewer system (the "System") . Bondholders shall never have the N right to demand payment of the Bonds or appurtenant coupons out of any funds raised or to a y be raised by taxation. ►� CJ -M The Bonds are offered subject to prior sale, when, as and if issued by the City and �6- o accepted by the Underwriters subject to the approval of the Attorney General of Texas and c 4.. T m the approval of certain legal matters by Messrs. Vinson & Elkins, Bond Counsel. a a cd ?•E•4- Payment Record: The City has never defaulted. w ; Delivery: When issued - anticipated on or about May 13, 1982. za •, to tl W N N 7 to•.i U N H- ••� r^! N d t L�CC N+a 7 TABLE OF CONTENTS Page . USE OF INFORMATION IN OFFICIAL STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 OFFICIAL STATEMENT SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 PRO FORMA DEBT SERVICE SCHEDULE. . . . . . . . . . . . . . . . . . . . . . . . 4 SALE AND DISTRIBUTION OF THE BONDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Award and Marketing of the Bonds. , • , . 4 Registration and Qualification of the Bonds for Sale. . . . . . . . . . . . . . . . . . . . . . . . 5 Marketability. • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Municipal Bond Ratings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 THEBONDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Description. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Legal Investments in Texas. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Authority for Issuance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Pledged Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Future Bond Issues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Selected Provisions of the Ordinance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Other Considerations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 WATERWORKS AND SEWER SYSTEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 System Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 The System. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Waterworks System. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Sewer System. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Rate Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Revenues of the System. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Operations of the System. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ADMINISTRATION OF THE CITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Mayor and City Council. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Administration. . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Consultants. . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 No-Litigation Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 LEGISLATION AND REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Affecting the System Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 SPECIAL CONSIDERATIONS. . . . . . • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Sources and Compilation of Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 System Capital Improvements and Issuance of Indebtedness. . . . . . . . . . . . . . . . . . . . 14 System Rate Increases. . . . . • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Certification as to Official Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 14 APPENDIX A - Economic and Demographic Characteristics APPENDIX B - Selected Financial Statements of the City �. /4 2 USE OF INFORMATION, IN 'OFFICIAL STATEMENT No dealer, broker, salesman or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the City. This Official Statement is not to be used in an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Any information and expressions of opinion herein contained are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or other matters described herein since the date hereof. OFFICIAL STATEMENT SUMMARY The following material is qualified in its entirety by the detailed information and financial statements appearing elsewhere in this Official Statement, reference to which is made for all purposes. - General - The Issuer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . The City of Beaumont, located in Jefferson County, Texas. The Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,000,000 'Waterworks and Sewer System Prior Lien Revenue Bonds, Series 1982, dated March 1 , 1982, maturing annually from September 1 , 1984 through 1998, both inclusive. Interest will be paid on September 1 , 1982, and each March 1 and September 1 thereafter until the earlier of maturity or redemption. Other Characteristics. . . . . . . . . . . . . . . . . . The Bonds contain no provisions for registration as to principal or interst. Source of Payment. . . . . . . . . . . . . . . . . . . . . . Principal of and interest on the Bonds are payable solely from and secured by a pledge of and lien on the net revenues, as collected, of the System. The lien on the net revenues, as collected, securing the Bonds shall be in all respects prior and superior to the lien on the net revenues that secures the payment of the Waterworks and Sewer System Refunding Revenue Bonds, Series 1981 . The City has covenanted that each year it will fix system rates and charges sufficient to pay all maintenance and operation expenses and produce net revenues at least equal to 125'0 of average annual debt service on the bonds and the outstanding bonds. Bond Reserve Fund . . . . . . . . . . . . . . . . . . . . . The City has deposited into the Reserve Fund of the Prior Lien Bonds $616,634 from funds on hand after the refunding of the City's Water Revenue Bonds in 1981 . Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . To provide funds for improvements to the sewerage treatment plant and the sewer system, including trunk lines, collection lines and lift stations, and for expansion of the water treatment plant, surface water canal improvements and transmission lines. Bond proceeds will also be used to pay engineering fees and costs related to the issuance of the Bonds. Payment Record. . . . . . . . . . . . . . . . . . . . . . . . . The City has never defaulted. Bond Ratings. . . . . . . . . . . . . . . . . . . . . . . . . . . Moody's Investors Service Inc. Standard & Poor's Corporation 3 Financial Highlights - Abbreviated Operations of the System: Fiscal Year Ended September 30 1981 a 1980 1979 1978 1977 Revenues $7,886,474 $8,369,463 $7,815,414 $7,596,213 $7,314,44T Expenses 4,633 175 4,383,546 3,653,293 3 271 955 2,950,190 Net Revenues $3,253,299 $3,985,917 $4,159,121 $4,324,258 $4,364,257 Utility customers at end of period: Water 41 ,976 41 ,179 40,555 39,718 38,832 Sewer 41 ,299 40,438 39,695 39,584 38,624 Coverage of Average Annual Debt Service on the Bonds $2,186,765 (1982/1998) (b) 1 .49x 1 .82x 1 .90x 1 .98x 2.00x Coverage of Average Annual Debt Service on the Bonds and the Outstanding Bonds $2,581 ,247 (1982/1998) (b) 1 .26x 1 .54x 1 .61x 1 .68x 1 .69x (a) Unaudited (b) Interest on the Bonds estimated at 12.50%. PRO FORMA DEBT SERVICE SCHEDULE The following sets forth the principal and interest requirements on the City's outstanding waterworks and sewer system revenue bonds and the Bonds, assuming 12.500 interest on the Bonds. Outstanding Bonds Fiscal Year Principal and The Bonds Total Debt Ending 9-30 Interest (a) Principal Interest Service 1982 448,417 $ 937,500 $1 ,385,917 1983 570,725 1 ,875,000 2,445,725 1984 567,725 $ 250,000 1 ,875,000 2,692,725 1985 567,945 300,000 1 ,843,750 2,711 ,695 1986 570,855 450,000 1 ,806,250 2,827,105 1987 570,895 500,000 1 ,750,000 2,820,895 1988 567,965 600,000 1 ,687,500 2,855,465 1989 571 ,965 700,000 1 ,612,500 2,884,465 1990 566,775 750,000 1 ,525,000 2,841,775 1991 567,587 800,000 1 ,431 ,250 2,798,837 1992 567,975 900,000 1 ,331 ,250 2,799,225 1993 567,375 1 ,000,000 1 ,218,750 2,786,125 1994 1 ,750,000 1 ,093,750 2,843,750 1995 1 ,750,000 875,000 2,624,000 1996 1 ,750,000 656,250 2,406,250 1997 1 ,750,000 437,500 2,187,500 1998 1 ,750 000 218,750 1 ,968,750 $6,7069204 T15,000,000 $221175,000 $43,BB1 ,204 Average Annual Requirements - 1982/1998 $2,581 ,247 Maximum Annual Requirements - 1989 $2,884,465 a Junior Lien Waterworks and Sewer System Revenue Refunding Bonds, Series 1981 . SALE AND DISTRIBUTION OF THE BONDS Award and Marketing of the Bonds: After requesting competitive bids for the Bonds, the City accepted the bid resulting in the lowest net interest cost, which bid was tendered by (the "Underwriter") , to purchase the Bonds bearing the coupon rates shown under "MATURITY SCHEDULE", at a price of the par value thereof plus a cash premium of $ , plus accrued interest to the date of delivery, which resulted in a net effective interest rate of 4b, as calculated pursuant to Article 717k-2, Vernon's Texas Civil Statutes. 4 Registration, and Qualific on of the Bonds for Sale: No registration statement relating to, the Bonds has been filed with the Securities and Exchange Commission under the Securities, Aqt of 1933, as amended, in reliance upon exemptions provided thereunder. The Bonds have not been registered or qualified under, the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Bonds been registered or qualified under the securities act of any other jurisdiction. The City assumes no responsibility for registration or qualification of the Bonds under the securities laws of any jurisdiction in which the Bonds may be offered, sold or otherwise transferred. The disclaimer of responsibility for registration or qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration or qualification provisions. Marketability: The City has no understanding with the Underwriter regarding the reoffering yields or prices of the Bonds and has no control over trading of the Bonds after their initial sale by the City. No assurance can be given that any trading market will be developed for the Bonds after the initial sale by the City. Information concerning reoffering yields or prices, if any, may be obtained from the Underwriter. Municipal Bond Ratings: Applications have been made to Moody's Investors Service, Inc, and to Standard & Poor's Corporation for municipal bond ratings, and ratings of " " and " " respectively, have been assigned to the Bonds. An explanation of the significance of such rating may be obtained from the companies furnishing the ratings. The ratings reflect only the respective views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance that such ratings will continue for any given period of time or that they will not be revised or withdrawn entirely by either or both of such rating organizations, if, in their sole judgment, circumstances so warrant. Any such revision or withdrawal may have an effect on the market price of the Bonds. THE BONDS Description: The 15,000,000 City of Beaumont, Texas, Waterworks and Sewer System Prior Lien Revenue Bonds, Series 1982, are dated March 1 , 1982 and mature September 1 of each year from 1984 through 1998, as shown under "MATURITY SCHEDULE". Interest is payable on September 1 , 1982, and on each March 1 , and September 1 thereafter until the earlier of maturity or redemption. The Bonds maturing September 1 , 1992 through 1998, both inclusive, are subject to redemption at the option of the City, at the par value thereof plus accrued interest, as a whole or in part, in inverse numerical order, on September 1 , 1991 , or on any interest payment date thereafter. Principal of and interest on the Bonds are payable at the Texas Commerce Bank - Beaumont N. A. , Beaumont, Texas, or at a bank to be designated by the Underwriter. The Bonds are bearer bonds, not registrable as to principal or interest in $5,000 denominations, and are fully negotiable. Safekeeping should be employed by the Bondholder. In accordance with Article 715a, Vernon's Texas Civil Statutes, lost, stolen, destroyed or mutilated Bonds may be replaced by the City upon request of the Bondholder and the furnishing of indemnity to the satisfaction of the City, proof of ownership, explanation of loss, and costs incurred by the City. Such replacement Bonds are subject to the approval of the Attorney General of Texas. Replacement is a time-consuming and expensive process for the bondholder. Use of Proceeds: The Bonds are being issued to provide funds for improvements to the sewerage treatment plant and sewer system, including trunk lines, collection lines and lift stations, and for expansion of the water treatment plant, surface water canal improvements and transmission lines. Bond proceeds will also be used to pay Engineering fees, Bond Counsel fees, Financial Advisor Fees and other costs related to the issuance of the Bonds. It is the present plan of the City to utilize the proceeds from the sale of the Bonds for the following items in the approximate amounts shown below: City's Share of Item Estimated Cost Sewerage Trea-tment Plant Expansion 1 ,650,000 Lift Stations 492,500 Collection Lines 3,649,000 Sewer System Rehabilitation 350,000 Water Treatment Plant Expansion 5,800,000 Surface Water Canal Improvements 700,000 Water Transmission Lines 1 ,110,000 Contingency, Engineering and Cost of Issuance of the Bonds 1 ,248,500 3 Total s1J,UUU,UUU Legal' Investments in Texas: Art-icle 717k-6, Vernon's Texas Civil Statutes, which applies to the Bonds, provides in part: "All bonds are legal and authorized investments for banks, savings banks, trust companies, building and loan associations, savings and loan associations, insurance companies, fiduciaries, and trustees, and for the sinking fund of cities, towns, villages, school districts, and other political subdivisions or public agencies of the State of Texas. Said bonds also are eligible to secure deposits of any public funds of the state or any political subdivision or public agency of the state, and are lawful and sufficient security for the deposits to the extent of their market value, when accompanied by any unmatured coupons attached to the bonds." No representation is made with respect to the laws of states other than Texas as to whether the Bonds are legal investments for various institutions or purposes in those states. Authority for Issuance: The Bonds are authorized by the Constitution and laws of the State of Texas, particularly Articles 1111 thru 1118, Vernon 's Texas Civil Statutes. The Bonds are subject to the provisions of the Ordinance which prescribes certain terms, conditions and covenants pertaining to the Bonds and payment of principal of and interest on the Bonds. Pledged Revenues: The Bonds, when issued, shall be payable as to principal and interest solely from the net revenues derived from the operation of the System. The lien on the net revenues securing the Bonds shall be a prior and superior lien to the lien securing the Waterworks and Sewer System Refunding Revenue Bonds, Series 1981 . The Bonds shall not be a charge upon any other income or revenues of the City and shall never constitute an indebtedness or pledge of the general credit or taxing powers of the City. The Ordinance does not create any lien or mortgage on the System and any judgment against the City may not be enforced by levy and execution against the property owned by the City. Bondholders shall never have the right to demand payment out of any funds raised or to be raised by taxation. Future Bond Issues: The City has reserved the right in the Ordinance to issue additional prior lien and subordinate lien waterworks and sewer system revenue bonds, subject to certain restrictions within the Ordinance. At the present time, the City intends to issue Additional Prior Lien Bonds or Additional Junior Lien Bonds, or both. See "SPECIAL CONSIDERATIONS - System Capital Improvements and Issuance of Indebtedness" . However, the amount and timing of future bond issues will be subject to satisfaction of the restrictions in the Ordinance and will require subsequent increases in the rates charged for services furnished by the System. See "Selected Provisions of the Ordinance - Additional Prior Lien Bonds" and "SPECIAL CONSIDERATINS - System Rate Increases". Selected Provisions of the Ordinance: The following is a summary of selected provisions of the Ordinance. Such summary does not purport to be complete and reference should be made to the Ordinance for complete provisions and the precise wording thereof. Pledge and Source of Payment. The City hereby covenants and agrees that all Gross Revenues of the System shall, as collected and received by the City, be deposited and paid into the special funds provided, and shall be applied in the manner set forth, in order to provide for the payment of all Maintenance and Operation Expenses and to provide for the payment of principal , interest and any redemption premiums on the Prior Lien Bonds, and all expenses of paying same. The Prior Lien 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 provided, be set aside for and pledged to the payment of the Prior Lien Bonds in the Prior Lien Bond Interest and Sinking Fund and the Prior Lien Bond Reserve Fund as provided, and the Prior Lien Bonds shall be in all respects on a parity with and of equal dignity with one another. The holders of the Prior Lien Bonds and the interest coupons appertaining thereto shall never have the right to demand payment of either the principal of or interest on the Prior Lien Bonds out of any funds raised or to be raised by taxation. Rates and Charges. So long as any Prior Lien Bonds remain outstanding, there shall be fixed, charged and collected rates and charges for the use and service of the System; which shall be fully sufficient at all times: (a) to pay all Maintenance and Operation Expenses; and (b) to produce Net Revenues in each fiscal year at least equal to 125% of the Average Annual Principal and Interest Requirements on all Prior Lien Bonds and Junior Lien Bonds, but in no event less than the amount required to establish and maintain the Prior Lien Bond Interest and Sinking Fund, and the Prior Lien Bond Reserve Fund as hereinafter provided and the Junior Lien Bond Interest and Sinking Fund and the Junior Lien Bond Reserve Fund for the Junior Lien Bonds and to pay all outstanding obligations payable from the Net Revenues of the System, other than Prior Lien Bonds and Junior Lien Bonds, as when the same become due. The City covenants that it will not grant or permit any free service from the System except for public buildings and institutions operated by the City. Flow of Funds. All Gross Revenues of the System shall be deposited as collected into the Revenue Fund. Moneys from time to time on deposit to the credit of the Revenue Fund shall be applied as follows in the following order of priority: (a) First, to pay the Maintenance and Operation Expenses and to provide by encumbrance for the payment of all obligations incurred by the City for Maintenance and Operation Expenses which may include an operating reserve equal to one month's estimated Maintenance and Operation Expenses. (b) Second, to make all deposits into the Prior Lien Bond Interest and Sinking Fund required by the Ordinance and any ordinance authorizing the issuance of Additional Prior Lien Bonds. (c) Third, to make all deposits into the Prior Lien Bond Reserve Fund required by the Ordinance and any ordinance authorizing the issuance of Additional Prior Lien Bonds. (d) Fourth, to make all deposits required by any ordinances authorizing the issuance of Junior Lien Bonds and subordinate lien obligations. (e) Fifth, for any lawful purpose. Additional Prior Lien Bonds. The City reserves the right to issue, for any lawful purpose, including the refunding of any previously issued Prior Lien Bonds or any other bonds or obligations of the City issued in connection with the System, one or more series of Additional Prior Lien Bonds payable from, and secured by a first lien on and pledge of, the Net Revenues of the System, on a parity with the Series 1982 Bonds and any other Additional Prior Lien Bonds then outstanding; provided, however, that no Additional Prior Lien Bonds may be issued unless: (a) All Additional Prior Lien Bonds mature on September 1 , and interest is payable on March 1 and September 1 ; (b) The Prior Lien Bond Interest and Sinking Fund and the Prior Lien Bond Reserve Fund each contain the amount of money then required to be on deposit therein; (c) Except as provided in paragraph (e) below, 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 bond ordinance authorizing such Additional Prior Lien Bonds is adopted (the "Base Period") either: (1 ) Net Earnings (as defined below) are certified by the Finance Officer of the City to have been equal to at least (a) 140% of the Average Annual Principal and Interest Requirements on all Prior Lien Bonds, and (b) 125% of the Average Annual Principal and Interest Requirements on all Prior Lien Bonds and Junior Lien Bonds, in each case after giving effect to the issuance of the Additional Prior Lien Bonds to be issued; or 7 (2) Net Earnings, adjusted to give effect to any rate increase placed into effect at least 60 days prior to the adoption of the ordinance authorizing the Additional Prior Lien Bonds, as if such rate increase had been placed into effect prior to the commencement of the Base Period, would have been equal to at least the amounts required in paragraph (1 ) above, as certified by an independent firm of consulting engineers or independent firm of certified public accountants; provided however that this Paragraph 5.1 (c) shall not apply to the issuance of any series of refunding bonds that will not have the result of increasing the Average Annual Principal and Interest Requirements on the Prior Lien Bonds; and (d) Provision is made in the bond ordinance authorizing the Additional Prior Lien Bonds then proposed to be issued for additional payments into the Prior Lien Bond Interest and Sinking Fund sufficient to provide for the payment of principal of and interest on such Additional Prior Lien Bonds and additional payments into the Prior Lien Bond Reserve Fund so that the Prior Lien Bond Reserve Fund will in not later than five years from the date of such Additional Prior Lien Bonds contain a balance of not less than the Prior Lien Bond Reserve Fund Requirement. (e) The City expressly reserves the right to issue $2,500,000 principal amount of Additional Prior Lien Bonds for the purpose of improving, enlarging, extending an repairing the System without demonstrating compliance with the requirements of Section 5.1 (c) hereof, and to issue, sell and deliver such Additional Prior Lien Bonds upon such terms and conditions as shall be conclusively determined by the City Council of the City to be in the best interests of the City. For purposes of Section 5 .1 (c) the term "Net Earnings" shall mean all of the Net Revenues of the System, except that in calculating Net Revenues there shall not be deducted as Maintenance and Operation Expenses any charge, disbursement or expenditure for repairs, extensions or otherwise which, under standard accounting practice, constitutes a capital expenditure. Subordinate Lien Obligations. 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 and pledges of the Net Revenues that are junior and subordinate to the lien on and pledge of Net Revenues securing payment of the Prior Lien Bonds. Such subordinate lien obligations may be further secured by any other source of payment lawfully available for such purposes. 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. Bondholders' Remedies. The Ordinance shall constitute a contract between the City and holders of the Prior Lien Bonds from time to time outstanding and this Ordinance shall be and remain irrepealable until the Prior Lien Bonds and the interest thereon shall be fully paid or discharged or provision therefor shall have been made as provided therein. In the event of default in the payment of the principal of or interest on any of the Prior Lien Bonds or a default in the performance of any duty or covenant provided by law or in the Ordinance, the holder or holders of any of the Prior Lien Bonds or of any of the appurtenant interest coupons may pursue all legal remedies afforded by the Consititution 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 holder of any of the Prior Lien Bonds or of any of said coupons 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 the 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 thereof into the special funds as therein provided, and the application of such Gross Revenues and Net Revenues in the manner required in the Ordinance. e 1d,6 8 No Arbitrage. The City certifies that based upon all facts and estimates now known or reasonably expected to be in existence on the date of the Series 1982 Bonds are delivered and paid for, the City reasonably expects that the proceeds of the Series 1982 Bonds will not be used in a manner that would cause the Series 1982 Bonds or any portion thereof to be an "arbitrage bond" under Section 103(c) (2) of the Internal Revenue Code of 1954, as amended, and the regulations prescribed thereunder. Furthermore, all officers, employees and agents of the City are authorized and directed to provide certifications of facts and estimates that are material to the reasonable expectations of the City as of the date the Series 1982 Bonds are delivered and paid for. In particular, all or any officers of the City are authorized to certify for the City the facts and circumstances and reasonable expectations of the City on the date the Series 1982 Bonds are delivered and paid for regarding the amount and use of the proceeds thereof. Moreover, the City covenants that it shall make such use of proceeds of the Series 1982 Bonds, regulate investments of proceeds thereof and take such other and further actions as may be required so that the Series 1982 Bonds shall not be "arbitrage bonds" under Section 103(c) (2) of the Internal Revenue Code of 1954, as amended, and regulations prescribed from time to time thereunder. Other Considerations: The Ordinance provides that if the City defaults on payment of principal or interest on the Bonds, or the performance of any duty or covenant provided by law, or in the Ordinance, holders of the Bonds may pursue all legal remedies afforded by the Constitution and the laws of the State of Texas. Although the Ordinance provides that the payment of principal of and interest on the Bonds shall be secured by a first lien on and pledge of the System's net revenues, such lien and pledge may attach at any time only to so much of the net revenues as are then necessary to make monthly required payments under the Ordinance and any amounts then remaining may be used by the City for any lawful purpose. The Ordinance makes no provision for the appointment of a trustee to protect the rights of holders of the Bonds, nor does it provide for acceleration of maturity of the Bonds or foreclosure on Net Revenues or possession of Net Revenues by a trustee or agent for holders of the Bonds, or operation of the System by an independent third party in the event of default. No lien has been created on the physical properties comprising the System to secure payment of principal of or interest on the Bonds. Moreover, in the event of default, the holders of the Bonds have no right or claim under the laws of Texas against the System or any property of the City other than their right to payment from Net Revenues and certain funds maintained pursuant to the Ordinance. Accordingly, the only practical remedy in the event of default may be a mandamus or mandatory injunction proceeding to compel the City to increase rates and charges or perform its other obligations under the Ordinance. Such remedy may need to be enforced on a periodic basis because maturity of the Bonds is not subject to acceleration. The enforcement of a claim for payment of principal of or interest on the Bonds, and the City's other obligations with respect to the Bonds, are subject to the applicable provisions of the federal bankruptcy laws and to any other similar laws affecting the rights of creditors of political subdivisions generally. WATERWORKS AND SEWER SYSTEM System Indebtedness: Waterworks and Sewer System Revenue Refunding Bonds, Series 1981 . . . . . . . . . . $ 317409000 (a) Waterworks and Sewer System Revenue Bond, Series 1982. . . . . . . . . . . . . . .. . . . . . 15,000,000 Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . T18,740,000 Debt Service Funds (as of February 28, 1982) Interest and Sinking Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,874 Reserve Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 616,634 (a) Junior lien refunding bonds. The System: Following is a description of the waterworks system, sewer system, of the sources and adequacy of water supply and the principal users of City water. - Waterworks System - The water production facilities consist of approximately 13 miles of diversion canals, two pumping stations, and one gravity intake for diverting raw water from the Neches River from three separate points and transporting water to a 20 Million Gallon Daily (MGD) filtration plant. The filtration plant includes a raw water pumping station, two 10 MGD filtration plants operated as one unit, two 5 million gallon ground storage tanks for treated water, and a high service pumping station for pumping to the distribution system. There are two settling ponds for alum sludge removal with the gsettled water being returned to the raw water canal for recycling. 9 In addition to the surface water supply, water is also produced from 3 wells. 'The wells have a total capacity of 17 MGD and -are pumped into two 5 million gallon ground tanks; . then repumped by 3 high service pumps, and related equipment through a 24" transmission line into the distribution system. The distribution system is common to both surface water supply and the ground water supply. It consists of 635 miles of lines, 2,561 fire hydrants, four 1 million gallon elevated storage tanks, and one 1-1/2 million gallon elevated storage tank. - Top Ten Water Customers - 1981 1980 Water Consumption Water Consumption Customer (In Gallons) (In Gallons) Lamar University 181 ,345,200 165,732,600 Bethlehem Steel Co. 84,285,400 76,059,300 Gulf States Utilities 68,457,400 59,059,200 St. Elizabeth Hospital 48,801 ,200 49,094,700 Housing Authority 32,875,900 36,689,600 Mobil Oil Company 32,589,600 44,888,700 Oil City Brass Co. 30,391 ,100 18,931 ,500 Coca Cola Bottling Co. 25,832,200 30,750,300 Baptist Hospital 20,993,200 25,256,000 Lincoln Housing 17,538,700 19,310,900 - Sanitary Sewer System - The Sanitary Sewer system, consists of one 30 MGD high rate trickling filter Sewerage Treatment Plant, 32 sewerage lift stations with capacities ranging from 0.1 MGD to 60 MGD, 588 miles of sewer lines ranging in size from 6" diameter to 72" diameter. Secondary treatment with chlorination is provided. Rate Schedule; The following comparision of monthly water rates are summarized from their respective ordinances. Customers outside the City are charged 125% of the regular rates, minimum of $3.00. - Water Rates - Old Rates New Rates Effective 10-1-1976 Effective 2-1-1982 Gallons Per Month Charge Per 1 ,000 Gallons Charge Per 1 ,000 Gallons First 1 ,500 $2.25 Minimum 2.25 Mimimum Next 98,500 .68 .86 Next 100,000 .66 .83 Next 100,000 .64 .81 Next 100,000 .62 .78 Next 100,000 .60 .76 Next 500,000 .55 .69 Over 1 ,000,000 .50 .63 - Sewer Rates - The following metered rates based upon water measured through meters approved by the Water Utilities Department became effective February 1 , 1982. A minimum rate is charged to all persons who have a sewer connection of $1 .75 plus $0.74 per 1 ,000 gallons of water usage. The old rates, effective October 1 , 1976, were charged to all persons who have a sewer connection of $1 .75 plus $.50 per 1 ,000 gallons of water usage. Residential monthly summer sewer charges were modified on October 1 , 1977, and are based on the average monthly usage for December, January, and February, or the actual usage, whichever is less. Where a building containing more than one dwelling unit is served by a single meter, or where there is not a separate water meter for each dwelling unit, each unit shall be charged a minimum base charge of $1 .75 and the sewer then billed from zero gallons to maximum monthly usage at $0.50 per 1 ,000 of metered water used. Revenues of the System: The following statements of income and expense of the City's Water and Sewer Fund have been prepared for inclusion herein, based upon information obtained from City records, including annual financial statements, reference to which is hereby made for further information. Q G 10 The City operates the System under- the accrual basis of accounting, under which revenue's are recorded when earned and expenditures recorded as they result in liabilities for benefits received. Under present City policy, there are no items of expense charged against the System except those directly and exclusively applicable to its operation. Accordingly, there is no pro-rating of certain overhead expenses. Operations of the System: Fiscal Year Ending 9-30-81 a 9-30-80 9-30-79 9-30-78 9-30-77 Revenues Water $4,318,938 $4,446,647 $4,223,906 $4,118,860 $3.,971 ,975 Sewer 3,135,436 3,042,005 3,003,759 3,029,780 3,126,907 Interest Earned 377,530 838,526 585,805 411 ,176 196,271 Other Revenue 54,570 42,285 30,953 36,397 19,294 Total Revenues $7,886,474 8,369,463 $7,815,414 $7,596,213 $7,314,447 Expenses Personal Services $3,159,042 $2,778,390 $2,423,740 $2,287,289 $1 ,966,519 Supplies 444,248 397,706 289,067 223,343 185,916 Maintenance & Repairs 415,327 442,885 353,100 208,331 163,625 Contractual Services 566,748 621 ,377 548,483 720,324 741 ,534 Other Expenses 47,810 43,183 41 ,903 38,433 24,667 Reimbursements -- --- --- (205,765) (132,072) Total Expenses $4,633,175 $4,383,546 $3,653,293 $3,271 ,955 $2,950,190 Net Revenues Available for Debt Service $3,253,299 $3,985,917 $4,159,121 $4,324,258 $4,364,257 Coverage of Average Annual Debt Service on the Bonds $2,186,765 (1982/98) (b) 1 .49x 1 .82x 1 .90x 1 .98x 2.00x Coverage of Average Annual Debt Service on the Bonds and the Outstanding Bonds $2,581 ,247 (1982/98) (b) 1 .26x 1 .54x 1 .61x 1 .68x 1 .69x a Unaudited. (b) Interest on the Bonds estimated at 12.50.. ADMINISTRATION OF THE CITY Mayor and City Council: Policy-making and legislative functions are the responsibility of and are vested in the Mayor and Council under provisions of the "Charter of the City of Beaumont" (the "Charter") approved by the electorate December 6, 1947, and amended in 1972. The Mayor and four Council members serve two-year terms, elected at large in even-numbered years in April. The Mayor is entitled to vote on all matters before the Council, but has no power to veto Council action. Members of the Council are described below: Length of Term Council Members Service Expires Occupation Maurice Meyers (a) . . . .. . . . . . . 4 years 1982 Owner of Office Machine Mayor Company Tom Combs, Jr (a) . . . . . . . . . . . . 4 years 1982 Owner of Parking Lot Mayor Pro-Tem Maintenance Company Evelyn Lord. . . . . . . . . . . . . . . . . . 2 year 1982 Law Office Administrator Councilwoman Calvin Williams (a) . . . . . . . . . . 12 years 1982 High School Principal Councilman G. Wayne Turner. . . . . . . . . . . . . . 2 year 1982 Supervisor at Petrochemical Councilman Company a Not seeking re-election in April, 1982. Administration: Under provisions of the Charter, the Council enacts local legislation, adopts budgets, determines policies and appoints the City Manager, who is charged with the duties of executing the laws and administering the government of the City. As the chief executive officer and head of the administrative branch of the City government, the City Manager is given the power and duties to: (1 ) Appoint and remove all officers and employees of the City except as otherwise provided by the Charter; (2) Prepare the budget annually, submit it to Council for approval, and be responsible for its administration; (3) Prepare and submit to Council a complete report on the finances and administrative activities of the City; (4) Keep Council advised of the financial condition and future needs of the City and make appropriate recommendations; and (5) Perform such other necessary duties required by Council. Members of the administrative staff are described below: Cit Mana er - Ray A. Riley - Mr. Riley is a graduate of Ouachita Baptist University 1961 and received a Master's Degree in Public Administration from Kansas University (1967). Mr. Riley has fifteen years' experience in municipal management and became City Manager of Beaumont in April, 1978. He is a member of the Texas City Management Association and the International City Management Association. Finance Officer - Robert J. Nachlinger - Mr. Nachlinger is a graduate of East Texas State University (B.B.A. 1970, M.B.A. 1978) . He has twelve years experience in municipal finance and became Finance Officer of the City in March, 1979. He is a member of the Municipal Finance Officers Association, the American Institute of Certified Public Accountants, and the Texas Society of Certified Public Accountants (Director, Southeast Texas Chapter) . City Attorney - Kenneth Wall - Mr. Wall is a graduate of Lamar University (1966) and the University of Texas School of Law (1969) . He has been City Attorney of Beaumont since 1973. He is a member of the Jefferson County, Texas, and American Bar Associations. He is presently an officer of the Texas City Attorneys Association and is Chairman of the Committee on Local Government Personnel of the National Institute of Municipal Law Officers. City Clerk - Myrtle Corgey - Mrs. Corgey has been employed by the City since 1958 and has been City Clerk since 1972. She is a member of the Institute of Municipal Clerks and the Texas Election Officials Association. Director of Public Utilities - Underwood Hill - Mr. Hill is a graduate of Texas A & M University kB.S. 1948) . He has been employed by the City since 1952. Mr. Hill is a member of the American Waterworks Association, the Water Pollution Control Federation and Texas Water Utility Association. Consultants: The City has retained several consultants to perform professional services in connection with the issuance of bonds, the independent auditing of its books and records, an other City activities. Several of these consultants are identified below: Bond Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Messrs. Vinson & Elkins Houston, Texas Financial Advisor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Underwood, Neuhaus & Co. , Incorporated Houston, Texas Securities Counsel to the City. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Messrs. Orgain, Bell & Tucker Beaumont, Texas Auditor. . . . . . . . . . . . . * * * " * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * * * * * * Coopers & Lybrand (Certified Public Accountants) Houston, Texas � O� /0� 12 LEGAL, MATTERS Legal Opinion: The City will furnish the Underwriter a transcript of certain proceedings had incident to the authorization and issuance of the Bonds, including a certified copy of the approving opinion of the Attorney General of Texas, as recorded in the Bond Register of the Comptroller of Public Accounts of the State of Texas, to the effect that the Bonds are valid and binding special obligations of the City. The City will also furnish the approving legal opinion of Messrs. Vinson and Elkins, Bond Counsel, to the effect that, based upon an examination of such transcript, the Bonds are legal, valid and binding special obligations of the City under the Constitution and laws of the State of Texas and to the effect that the interest on the Bonds is exempt from all present federal income taxes under existing statutes, regulations, published rulings and court decisions. The opinion of Bond Counsel will be reproduced on the back panel of the Bonds over a certification by the facsimile signature of the City Clerk attesting that the legal opinion was dated as of the delivery of and payment for the Bonds and the copy is a true and correct copy of the original opinion. Messrs. Vinson & Elkins did not take part in the preparation of the Official State- ment nor has such firm undertaken to independently verify any of the information contained herein, except that, in their capacity as Bond Counsel, such firm has reviewed the information concerning the description of the Bonds appearing herein to verify that such description conforms to the provisions of the Bond Ordinance. No-Litigation Certificate: The City will furnish to the Underwriter a certificate, dated as the date of delivery of the Bonds, executed by both the Mayor and City Clerk, to the effect that no litigation of any nature is then pending or threatened, either in state or federal court, contesting or attacking the Bonds; restraining or enjoining the issuance, execution, or delivery of the Bonds; affecting the provisions made for the payment of or security for the Bonds; in any manner questioning the authority or proceedings for the issuance, execution or delivery of the Bonds; or affecting the validity of the Bonds or the coupons. LEGISLATION AND REGULATIONS Affecting the System Operations: Under regulations promulgated by the Environmental Protection Agency (the "EPA") , the City is required to provide facilities for separation of sanitary sewerage and storm water discharges in connection -with the City's sewer system. The construction of those facilities ("Step III") commenced in 1981 , and the cost of the initial portion of Step III (presently estimated to be $28,000,000) is to be shared by the EPA (750) and the City (250) . The City 's approximate share of such cost ($7,0009000) is to be paid with a portion of the proceeds from issuance of the Bonds. The City has been informally advised that the cost of the final portion of Step III (presently estimated to be $19,000,000) will also be shared by the EPA (750) and the City (2540) . Construction of the final portion of Step III is scheduled to commence in 1983. However , to date the EPA and the City have not executed a formal grant agreement obligating EPA to pay its share of the cost of the final portion of Step III. Futhermore, after execution any such agreement will be subject to modification, suspension or termination for good cause. In the event such agreement is not executed or if executed is thereafter modified, suspended or terminated, or in the event of increases in the cost of completing the final portion of Step III, the City's share of such cost (presently estimated to be $4,750,000) may increase substantially, thereby necessitating issuance of additional System bonds and corresponding increases in the rates charged for System services. See "SPECIAL CONSIDERATIONS - System Capital Improvements and Issuance of Indebtedness" and "System Rate Increases". SPECIAL CONSIDERATIONS Sources and Compilation of Information: The information contained in this Official Statement has been obtained primarily from City records, reports, and employees, and other sources believed to be reliable, but the City has not independently verified the accuracy or completeness of the information derived from the sources other than the City, and its inclusion herein is not to be construed as a representation on the part of the City to such effect. The summaries of the statutes, resolutions, and other related reports set forth in this Official Statement are included herein subject to all of the provisions of such documents. So far as any statements made herein involve estimates or projections whether or not expressly so stated, they should not be considered statements of fact or representations that the estimate or projection will approximate actual results. le_eel:�1_114_1 13 Primary responsiL ity for the compiling and editi of the information contained herein has been assumed by Underwood, Neuhaus' & Co. Incorporated, the Financial Advisor, employed for a fee computed on each separate issuance of bonds, contingent upon such bo'nds.' actually being issued, sold, and. delivered. Based on data received from the above sources, the information included under the captions "WATERWORKS AND SEWER SYSTEM - Operations of the System" were compiled for inclusion in this Official Statement by the Financial Advisor. The City has not independently verified the accuracy or completeness of the information under such captions and makes no representations as to the accuracy or completeness thereof. Although it participated in the drafting of this Official Statement, the Financial Advisor has not independently verified all of the factual information contained herein nor has it conducted a detailed investigation of the affairs of the City for the purpose of passing upon the accuracy or completeness of this Official Statement. No person is entitled to rely on such firm's participation as an assumption of responsibility for, or expression of opinion of any kind with regard to, the accuracy or completeness of the information contained herein except as to that information compiled by the Financial Advisor for use herein. The City's Securities Counsel has consulted with the City regarding the preparation of the Official Statement. Such Counsel has relied on information provided by the City and has not independently verified the accuracy or completeness of the information contained herein. No person is entitled to rely on such Counsel 's participation as an assumption of responsibility for, or expression of opinion of any kind with regard to the accuracy or completeness of the information contained herein. System Capital Improvements and Issuance of Indebtedness: It is contemplated that additional System bonds will be issued during 1983 to pay the City 's share of costs of completing construction of the final portion of Step III of the EPA required sanitary sewerage and storm water improvements. The City's share is estimated to be $4,750,000, subject to increase under the circumstances described in "LEGISLATION AND REGULATION - Affecting the System Operations". However, the City cannot presently estimate its share of costs of completing these facilities. Any System bonds issued for this purpose will be subject to the restrictions described above under the heading "THE BONDS -- Future Bond Issues", and will require increases in the rates which the City charges for System services. System Rate Increases: In the Ordinance, the City covenants that it will set rates and charges for System services sufficient to pay all System operating and maintenance expenses and to produce during each fiscal year net revenues at least equal to 1250 of the average annual debt service on all outstanding obligations payable from the net revenues of the system but in no event less than the amount required to establish and maintain the interest and sinking fund and reserve fund on all outstanding obligations payable from the net revenues of the system. The efficacy of this covenant and the ability of the City to issue additional System revenue bonds will be dependent, among other things, upon the ability of System users to bear rate increases which in the aggregate may be substantial over the life of the Bonds. Certification as to Official Statement: At the time of payment or and delivery of the Bonds, the Underwriter will be furnished a certificate executed by an appropriate official of the City, acting in his official capacity, to the effect that to the best of his knowledge and belief: (a) the descriptions and statements pertaining to the City contained in its Preliminary and final Official Statements, as supplemented and amended, on the respective dates of such statements, on the date of sale of the Bonds and the acceptance of the bid therefor, and on the date of delivery of the bonds, did not and do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (b) as of the date of delivery of the Bonds, there have been no material adverse changes in the City's financial condition and affairs since the date of the Preliminary and final Official Statements. Such certificate shall not cover any information contained in APPENDIX-A to the Preliminary and final Official Statements or relating to taxing jurisdictions other than the City, or stated to have been obtained from sources other than City records or to information supplied to the City by the Underwriter for inclusion into the Official Statement. In rendering such certificate, the person executing the certificate may state that he has relied in part on his examination of the records of the City relating to matters within this own area of responsibility, and his discussions with, or certificates or correspondence signed by, certain other officials, employees, consultants and representatives of the City as to matters not within his area of responsibility. /s/ MAURICE MEYERS Mayor, City of Beaumont, Texas ATTEST: /s/ MYRTLE CORGEY City Clerk, City of Beaumont, Texas 14 APPENDIX A - Economic and Demographic Ch ar,acteri,stics: The following information has been derived from various sources, including the Texas` Almanac, Texas Municipal Reports, Beaumont Chamber of Commerce, 111980 Sales & Marketing Management's Survey of Buying Power", and municipal officials. While such sources are believed to be reliable, no representation is made as to the accuracy thereof. General The City of Beaumont, the county seat of Jefferson County, is located ninety miles east of Houston and thirty five miles from the Gulf of Mexico on the banks of the Neches River. The City is the center of one of the State's largest refining and petrochemical complexes, ranks second among Texas ports in total ship tonnage and is the industrial and commercial center for more than a quarter of a million people. Port of Beaumont (Source: Port of Beaumont Navigation District) The Port of Beaumont's public wharves are operated by the Port of Beaumont Navigation District. The District operates ten ship berthing positions along a total of 5,900 feet of dockage on the west bank of the Neches River just east of Beaumont's central business district. The Port of Beaumont Navigation District reported the 1980 calendar year tonnage at the Prot amounted to 2,643,183 with 2,305,223 tons being moved through the grain elevator and 337,960 tons being moved over the wharves and docks. The U.S. Army Corps of Engineers reported the total tonnage, including tonnages moving through the Gulf Intracoastal Waterway, in both public and private wharves and docks amounts to 58,136,896 in tons in 1979. Besides its bulk and liquid cargo, the Port also features a 3.5 million bushel capacity grain elevator, a two million gallon bulk liquid tank terminal, a 500-ton floating crane, a 60-ton gantry crane and a 220-ton truck crane. Lamar University (Source: Beaumont Chamber of Commerce) Lamar University is a state supported institution founded in 1923. This four-year university has an annual enrollment of more than 13,000 students and a fulltime faculty of more than 400. Lamar offers bachelor degrees in 60 fields, master degrees in 22, and a doctorate of engineering. The main campus in the southern part of Beaumont comprises approximately 300 acres with 74 permanent buildings. Major Employers The following is a listing of some of the companies located in the City or in one of the City's industrial districts. Employment range and relevant products have been ob- tained from the Beaumont Chamber of Commerce. Approximate Name Product Range Mobil Oil Corporation Petroleum refining 1 ,000-4,999 Big Three Industries Inc. Nitrogen, oxygen, argon 25-49 E.I. duPont deNemours & Co. Inc. Feed supplement, synthetic rubber, hydrocarbon rubber, ammonia, methanol 500-999 Goodyear Tire & Rubber Co. Synthetic rubber & adhesives 500-999 PPG Industries, Inc Tetraethyl, ethylene, glycol, ethylene oxide 500-999 Mobil Chemical Company Ethylene, butadiene, propylene benzane, tatuene, urea 100-249 Olin Corporation Chemical Division Sulphuric acid, ammonium sulfate 50-99 Pennwalt Corporation Ethyl, methyl mercaptan 25-49 Velsicol Chemical Corp. Banvel herbicide 100-249 American Darling Valve & Manufacturing Co. Iron gate, swing check valves, fire hydrants 250-499 Babin Machine Works Automatic indexing bolt circle drilling machines 50-99 Beaumont Well Works Forgings 100-249 Bethlehem Steel Corp. Ship repair, barge construction, offshore drilling equipment 1 ,000-4,999 Dresser Industries Inc. Oilfield drilling equipment and supplies 500-999 Georgetown Texas Steel Corp. Carbon rods, metal materials 500-999 Gulf Coast Machine & Supply Industrial forgings 100-249 John Dollinger Jr. Inc. Fabricators of structural and plate steel 100-249 Mabry Foundry & Supply Ductile, iron & steel castings iron pipe, valves & fittings 50-99 Marine & Industrial Electrical Service Company Switchboard panels for ships, electric motors 100-249, OCB Metal Inc. Forgings, castings & machine work, heat treating welding 100-249 Ohmstede Machine Works Inc. Heat exchangers, pressure vessels 100-249 N.L. Shaffer Well control equipment valves, subsea drilling equipment 250-499 Texas Metal Works Inc. Steel flanges, forgings 50-99 Threaded Steel Products Steel bolts & fasteners 50-99 Warren Manufacturing Co. Inc. Industrial & commercial refrigeration equipment 50-99 Beaumont Rice Mills Inc. Rice milling 50-99 Entex Natural gas distribution 108 Gulf States Utilities Co. Electric utility 3,250 (1 ) Helena Laboratories Medical laboratory inorganic reagents, electro- medical equipment 100-249 Modern Inc. Agricultural machinery 50-99 Rogers Enterprises Inc. Prescription eyeglasses & contact lenses 250-499 (1 ) Total employment in the Beaumont-Port Arthur-Orange SMSA. Statistical Data City and County SMSA Statistics - The following are various statistical analyses of the City, Jefferson County, and the Standard Metropolitan Statistical Area extracted from "Sales & Marketing Management - 1980 Survey of Buying Power; Copyright - 1981 Sales & Marketing Management Survey of Buying Power: further reproduction is forbidden. The City Jefferson County SMSA Population (12-31-80) 118,400 251 ,600 378,100 Median Age years) 30.2 30.5 30.0 % 18-24 14.4 13.3 12.7 % 25-34 15.7 15.5 16.5 00' 35-49 17.1 18.2 18.1 °b 50 & over 25.4 24.8 23.6 Number of Households 44,300 91 ,500 134.2 Retail Sales (1980) ($1 ,000's) Food $145,949 $286,995 $412,458 Eating, Drinking 87,564 127,583 150,684 General Merchandise 180,120 217,449 248,008 Furniture, Furnishings, Appliances 57,089 75,934 92,807 Automotive 197,455 310,112 437,411 Drugs 17,172 37,818 54,371 Total Retail Sales 911 ,975 1 ,439,789 1 ,960,013 Effective Buying Income (1980) Total Effective Buying Income ("EBI") ($1 ,000's) $1 ,073,244 $2,234,249 $3,207 ,772 Median Household EBI $ 20,649 $ 21 ,886 $ 21 ,793 4b Households EBI $ 8,000 - $ 9,999 4.6 4.1 4.0 $10,000 - $14,999 11 .3 10.6 10.3 $15,000 - $24,999 23.5 26.0 26.9 $25,000 & Over 39.9 41 .1 40.5 - Growth Indicators - (Source: Beaumont Chamber of Commerce) 1950 1960 1970 1980 Bank Deposits $103,200,072 $158,309,066 $301 ,705,224 $932,814,787 Savings & Loan Deposits $ 5,446,690 $ 51 ,398,527 $128,527,595 $561 ,229,967 Electric Meters 28,312 39,285 42,835 44,859 Gas Meters 23,078 34,509 35,295 36,391 Water Meters (a) 20,883 32,357 36,975 41 ,423 Telephones 24,118 56,155 74,463 103,045 Population 94,014 119,175 117,548 118,031 (a) Provided by the City's Waterworks Department. - Building Permits - (Source: Beaumont Chamber of Commerce) Year Number of Permits Value 1981 4,208 $ 97,381 ,921 1980 4,489 134,529,794 1979 4,235 87,180,947 1978 3,973 104,551 ,375 1977 3,773 82,041 ,729 1976 3,954 52,482,355 1975 3,985 46,409,957 1974 3,209 35,911 ,286 1973 3,703 40,010,288 1972 3,749 32,477,965 1971 3,133 23,399,896 1970 2,760 13,848,332 � r OFFICIAL BID FORM Mayor and City Council City Hall, City of Beaumont 801 Main Street Beaumont, Texas Mayor and City Council: We are in receipt of and have read the Official Notice of Sale and accompanying Preliminary Official Statement, which are hereby made a part hereof, relating to the $15,000,000 City of Beaumont, Texas, Waterworks and Sewer System Prior Lien Revenue Bonds, Series 1982 (the "Bonds") . We offer to purchase the Bonds for the par value thereof plus a cash premium of $ , plus accrued interest from the date of the Bonds to the date of delivery of the Bands to us, provided the Bonds bear interest at the following rates: Maturity Maturity September 1 Amount Interest Rate September 1 Amount Interest Rate 1984 $250,000 0 1992 $ 900,000 1 1985 300,000 % 1993 1 ,000,000 0b 1986 450,000 % 1994 1 ,7502000 1987 500,000 °b 1995 1 ,750,000 1988 600,000 a 1996 1 ,750,000 0 1989 700,000 A 1997 1 ,750,000 % 1990 750,000 % 1998 1 ,750,000 0 1991 800,000 0 Our calculation (which is not a part of this bid) of the interest cost from above is: Total Interest Cost from March 1 , 1982. . . . . . . . . . . . . . . . . . . . .. $ Less: Cash Premium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Net Interest Cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Net Effective Interest Rate. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . o Cashier's Check No. , issued by s Bank, ' Texas, and payable to your order in the amount of $300,000 is attached hereto as been made available to you prior to the opening of this bid) as a Good Faith Deposit for disposition in accordance with the Official Notice of Sale. Should we fail or refuse to make payment for the Bonds in accordance with the terms and conditions, this check shall be cashed and the proceeds retained as complete liquidated damages against US. We hereby represent that sale of the Bonds in states other than Texas will be made only pursuant to exemptions from registration or qualification and, where necessary, we will register or qualify the Bands in accordance with the securities laws of the states in which the Bonds are offered or sold. Respectfully submitted, By Authorized Representative ACCEPTANCE CLAUSE The above and foregoing bid is hereby in all things accepted by the City of Beaumont, Texas, this 13th day of April, 1982. City Clerk, City of Beaumont Mayor, City of Beaumont Return of $300,000 Good Faith Deposit is hereby acknowledged: BOND YEARS Dated: March 1 , 1982 Due: Sepember 1 Accumulated Year Amount Bond Years Bond Years 1984 250,000 625 625 1985 300,000 1 ,050 1 ,675 1986 450,000 2,025 3,700 1987 500,000 2,750 6,450 1988 600,000 3,900 10,350 1989 700,000 5,250 15,600 1990 750,000 6,375 21 ,975 1991 800,000 7,600 29,575 1992 900,000 9,450 39,025 1993 1 ,000,000 11 ,500 50,525 1994 1 ,750,000 21 ,875 72,400 1995 1 ,750,000 23,625 96,025 1996 1 ,7509000 25,375 121 ,400 1997 1 ,750,000 27,125 148,525 1998 1 ,750,000 28,875 177,400 Average Maturity: 11 .827 years Total Bond Years: 177,400