HomeMy WebLinkAboutORD 10-097 A.8.b
ORDINANCE NO. 10-097
ORDINANCE AUTHORIZING THE ISSUANCE OF THE CITY OF BEAUMONT,
TEXAS,GENERAL OBLIGATION REFUNDING BONDS,SERIES 2011;LEVYING
TAXES TO PROVIDE FOR PAYMENT THEREOF;AUTHORIZING THE CALL AND
REFUNDING OF CERTAIN BONDS AND OBLIGATIONS AND THE EXECUTION AND
DELIVERY OF AN ESCROW AGREEMENT AND THE SUBSCRIPTION FOR AND
PURCHASE OF CERTAIN ESCROWED SECURITES;AND CONTAINING OTHER
MATTERS RELATED THERETO
THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
THE C1TY OF BEAUMONT §
WHEREAS, The City of Beaumont, Texas (the "City") has heretofore issued its City of
Beaumont,Texas,Certificates of Obligation,Series 2001,its City of Beaumont,Texas, Certificates
of Obligation,Series 2003, and its City of Beaumont,Texas,Certificates of Obligation, Series 2006
(collectively the "Refunded Obligations"), and now desires to refund certain maturities of the
Refunded Obligations in advance of their maturities in order restructure the City's future debt
service, whether or not there is an overall savings in debt service, as permitted by Section 1207.008
of the Government Code of Texas;and
WHEREAS,Chapter 1207,Texas Government Code,as amended(formerly Article 717k of
Vernon's Annotated Texas Civil Statutes, as amended), and Sections 1 and 2 of Article 11 of the
Charter of the City, most recently amended on September 16, 2003, authorize the City to issue
refunding bonds for the purpose of refunding the Refunded Obligations in advance of their
maturities, and to accomplish such refunding by depositing directly with any paying agent for any
of the Refunded Obligations 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
Obligations, 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
Obligations;and
WHEREAS, the City now desires to call certain of the Callable Refunded Obligations for
redemption prior to their maturities and desires to deposit sufficient funds to pay in full at maturity
the respective Non-Callable Refunded Obligations; and
WHEREAS, the City also desires to authorize the execution of an escrow agreement in
order to provide for the deposit of proceeds of the refunding bonds to pay and Non-Callable
Refunded Obligations and to redeem the Callable Refunded Obligations;and
WHEREAS, upon issuance of the refunding bonds herein authorized and the deposit of
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funds referred to above,the Non-Callable Refunded Obligations shall be considered discharged and
the Callable Refunded Obligations shall no longer be regarded as being outstanding, except for the
purpose of being paid pursuant to such deposits, and the pledges, liens, trusts and all other
covenants, provisions, terms and conditions of the ordinances authorizing the issuance of the
Callable Refunded Obligations shall be discharged,terminated and defeased;
NOW,THEREFORE,BE TT ORDAINED BY THE CITY OF BEAUMONT:
1. Consideration and Findings. The matters and facts contained in the preamble to this
Ordinance are hereby found to be true and correct.Pursuant to Section 1207.008 of the Government
Code of Texas, the City Council as the governing body of the City of Beaumont, Texas, in these
proceedings authorizing the issuance of the Bonds,hereby finds that the issuance of the Bonds is in
the best interest of the City by helping the City manage its tax rates to pay future debt service. The
dollar amount of the gross debt service loss is $7,262,749.58 and the present value of such debt
service loss is $345,205.05. The City Council specifies and authorizes that the maximum amount
by which the aggregate amount of payments to be made under the refunding bonds exceeds the
aggregate amount of payments that would have been made under the terms of the obligations being
refunded is $7,262,749.58. The City Council finds that the restructuring of the City's future debt
service is in the best interests of the City even though the aggregate amount of payment to be made
under the refunding bonds exceeds the aggregate amount of payments that would have been made
under the terms of the obligations being refunded. The benefit so found is sufficient consideration
for the refunding of the Refunded Obligations.
2. Definitions. Throughout this Ordinance, the following terms and expressions as
used herein shall have the meanings set forth below:
The term "Bonds" or "Series 2011 Bonds" shall mean The City of Beaumont, Texas,
General Obligation Refunding Bonds, Series 2011 authorized in this Ordinance, unless the context
clearly indicates otherwise.
The term "City" shall mean The City of Beaumont,Texas.
The term"Code"shall mean the Internal Revenue Code of 1986,as amended.
The term "DTC" shall mean The Depository Trust Company of New York, New York, or
any successor securities depository.
The term "DTC Participant" shall mean brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations on whose behalf DTC was created to hold
securities to facilitate the clearance and settlement of securities transactions among DTC
Participants.
The term "Interest and Sinking Fund" shall mean the interest and sinking fund established
by the City pursuant to Section 18 of this Ordinance.
The term "Interest Payment Date", when used in connection with any Bond, shall mean
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September 1,2011,and each March 1 and September 1 thereafter until maturity of such Bond.
The term "Ordinance" as used herein and in the Bonds shall mean this ordinance
authorizing the Bonds.
The term "Owner" shall mean any person or entity who shall be the registered owner of any
outstanding Bonds.
The term"Paying Agent"shall mean the Registrar.
The term "Paying Agent of the Refunded Obligations" shall mean the Bank of New York
Mellon Trust Company, N.A., Dallas, Texas, successor to the Bank of New York Trust Company,
N.A. as to the City's Certificates of Obligation, Series 2006, and Wells Fargo Bank, N.A.,
Minneapolis, MN, successor to Wells Fargo Bank Texas, National Association, as to the City's
Certificates of Obligation, Series 2001 and Series 2003.
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 "Refunded Obligations" shall mean: (a) the City's outstanding Certificates of
Obligation, Series 2001, maturing on March 1 in the years 2012 through 2018 in the principal
amounts of $750,000, $750,000, $750,000, $750,000, $750,000, $750,000 and $750,000
respectively; (b)the City's outstanding Certificates of Obligation, Series 2003,maturing on March
1 in the years 2011 through 2018 in the principal amounts of $655,000, $685,000, $715,000,
$745,000, $780,000, $815,000,$855,000,and$895,000,respectively;and(c)the City's outstanding
Certificates of Obligation, Series 2006, maturing on March 1, 2011 through 2014, in the principal
amounts of $1,515,000, $1,610,000, $1,690,000, and $1,745,000, respectively. The Series 2001
Certificates (all maturities) and the Series 2003 Certificates (maturing on March 1, 2014 through
2018) which constitute a portion of the Refunded Obligations may be referred to as the "Callable
Refunded Obligations" and the Series 2003 Certificates (maturing prior to March 1, 2014) and the
Series 2006 Certificates (maturing on March 1 of 2011 through 2014)which constitute a portion of
the Refunded Obligations may be referred to as the"Non-Callable Refunded Obligations."
The term "Register" shall mean the books of registration kept by the Registrar in which are
maintained the names and addresses of and the principal amounts registered to each Owner.
The term "Registrar" shall mean The Bank of New York Mellon Trust Company, N.A.,
Dallas,Texas,and its successors in that capacity.
The term "Report" shall mean the report of Grant Thornton, L.L.P., Certified Public
Accountants, certifying as to the mathematical accuracy of the program designed by RBC Capital
Markets for the City with respect to the defeasance of the Refunded Obligations.
The term "SEC" shall mean the United States Securities and Exchange Commission,and its
successors.
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The term "Underwriters" shall mean Merrill Lynch, Pierce Fenner and Smith Incorporated
(Senior Manager), Citigroup Global Markets, Inc., Wells Fargo Securities, Estrada Hincjosa &
Company,Inc., and Raymond James and Associates, Inc.
3. Authorization and Findings. The Bonds shall be issued in fully registered form,
without coupons, in the total authorized aggregate amount of SEVENTEEN MU JON SEVEN
HUNDRED EIGHTY-FIVE THOUSAND and NO 1100 Dollars ($17,785,000.00) for the purpose
of (i) refunding certain of the outstanding Refunded Obligations, and (ii) paying all costs of
issuance of the Bonds.
4. Designation.Date and Interest Payment Date. The Bonds shall be designated as the
"THE CITY OF BEAUMONT, TEXAS, GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2011", and shall be dated January 1, 2011. The Bonds shall bear interest from the later of
January 1, 2011, 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, with interest
payable on September 1, 2011, and semiannually thereafter on March 1 and September 1 of each
year until maturity or earlier redemption.
5. Initial Bonds. Numbers and Denominations. The Bonds shall be issued bearing the
numbers, in the principal amounts, and bearing interest at the rates set forth in the following
schedule, and may be transferred and exchanged as set out in this Ordinance. The Bonds shall
mature, in accordance with this Ordinance, on March 1 in each of the years and in the amounts set
out in such schedule. Bonds delivered in 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 Year of Principal Interest
Number Maturity Amount Rate
R-1 2019
R-2 2020
R-3 2021
R-4 2022 [SEE EXHIBIT A]
R-5 2023
R-6 2024
R-7 2025
6. Optional Redemption; Defeasance. The City reserves the right, at its option, to
redeem Bonds having stated maturities on and after March 1,2021,in whole or in part,on Match 1,
2020, or any date thereafter, at a price of par plus accrued interest to the date fixed for redemption.
If less than all of the Bonds are to be redeemed, the City shall determine the Bonds, or portions
thereof,to be redeemed.
Bonds may be redeemed only in integral multiples of $5,000. If a Bond subject to
redemption is in a denomination larger that $5,000, a portion of such Bond may be redeemed, but
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only in integral multiples of $5,000. Upon surrender of any Bond for redemption in part, the
Registrar,in accordance with Section 12 hereof, shall authenticate and deliver in exchange therefor
a Bond or Bonds of like maturity and interest rate in an aggregate principal amount equal to the
unredeemed portion of the Bond so surrendered.
Not less than thirty(30)days prior to a redemption date for the Bonds,the City shall cause a
notice of redemption to be sent by United States mail,first class,postage prepaid,to each Owner of
each Bond to be redeemed in whole or in part, at the address of the Owner appearing on the
Register at the close of business on the Business Day next preceding the date of the mailing of such
notice. Such notice shall state the redemption date,the redemption price,the place at which Bonds
are to be surrendered for payment and,if less than all the Bonds are to be redeemed,the numbers of
the Bonds or portions thereof to be redeemed. Any notice of redemption so mailed 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. When Bonds have been called
for redemption in whole or in part and due provision 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 being paid 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.
The City may defease the provisions of this Ordinance and discharge its obligation to the
Owners of any or all of the Bonds to pay principal, interest and redemption premium, if any,
thereon in any manner permitted by law, including by depositing with the Paying Agent/Registrar,
or if authorized by Texas law, with any national or state bank having trust powers and having
combined capital and surplus of at least $50 million, or with the State Treasurer of the State of
Texas either: (a) cash in an amount equal to the principal amount and redemption premium, if any,
of such Series 2011 Bonds plus interest thereon to the date of maturity or redemption; or (b)
pursuant to an escrow or trust agreement, cash and/or direct obligations of, or obligations the
principal of and interest on which are guaranteed by or secured by the pledge of 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 Bonds plus interest thereon to the date of maturity or redemption; provided, however,
that if any of such Series 2011 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 this Ordinance.
Upon such deposit, such Bonds shall no longer be regarded to be Outstanding or unpaid. Any
surplus amounts not required to accomplish such defeasance shall be returned to the City.
7. Execution of Bonds, Seal. The Bonds shall be signed by the Mayor or Mayor Pro
Tern of the City and countersigned by the City Clerk or Deputy City Clerk of the City, by their
manual,lithographed,or facsimile signatures, and the official seal of the City shall be impressed or
placed in facsimile thereon. Such facsimile signatures on the Bonds shall have the same effect as if
each of the Bonds had been signed manually and in person by each of said officers, and such
facsimile seal on the Bonds shall have the same effect as if the official seal of the City had been
manually impressed upon each of the Bonds. If any officer of the City whose manual or facsimile
signature shall appear on the Bonds shall cease to be such officer before the authentication of such
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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.
8. Approval by Ag mev 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 of Public Accounts of the State of Texas. The manually executed
registration certificate of the Comptroller of Public Accounts substantially in the form provided in
Section 16 of this Ordinance shall be attached or affixed to the Bonds to be initially issued.
9. Authentication. Except for the Bonds to be initially issued, which need not be
authenticated by the Registrar, only such Bonds which bear thereon a certificate of authentication,
substantially in the form provided in Section 16 of this Ordinance, manually executed by an
authorized officer of the Registrar, shall be entitled to the benefits of this Ordinance or shall be
valid or obligatory for any purpose. Such duly executed certificates of authentication shall be
conclusive evidence that the Bonds so authenticated were delivered by the Registrar hereunder.
10. 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 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.
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)business 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.
If the date for payment of the principal of or interest on any Bond is not a Business Day,
then the date for such payment shall be the next succeeding Business Day, and payment on such
date shall have the same force and effect as if made on the original date payment was due.
11. Ownership;Unclaimed ncip
Prial 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 thereof and for the further
purpose of making and receiving payment of the interest thereon, and for all other purposes,
whether or not such Bond is overdue, and neither the City nor the Registrar shall be bound by any
notice or knowledge to the contrary. All payments made to the person deemed to be the Owner of
any Bond in accordance with this Section 11 shall be valid and effectual and shall discharge the
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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 3 years from the date such amounts have
become due and payable shall be reported and disposed of by the Registrar in accordance with the
provisions of Texas law, including to the extent applicable, Title 6 of the Texas Property Code, as
amended.
12. Registration.Transfer and Exchange. So long as any Bonds remain outstanding,the
Registrar shall keep the Register at its principal corporate trust office in which, 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 principal amount equal to the unpaid principal
amount of the Bond or Bonds presented for exchange. The Registrar shall be and is hereby
authorized to authenticate and deliver exchange Bonds in accordance with the provisions of this
Section 12. Each Bond delivered in accordance with this Section 12 shall be entitled to the benefits
and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such Bond
is delivered.
The City or the Registrar may require the Owner of any Bond to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with the transfer or
exchange of such Bond. Any fee or charge of the Registrar for such transfer or exchange shall be
paid by the City.
13. Cancellation of Bonds. All Bonds paid in accordance with this Ordinance, and all
Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in
accordance herewith, shall be cancelled and destroyed upon the making of proper records regarding
such payment. The Registrar shall furnish the City with appropriate certificates of destruction of
such Bonds.
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. The City or the Registrar may require the Owner of such Bond to
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pay a sum sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith and any other expenses connected therewith, including the fees and expenses
of the Registrar.
If any Bond is lost, apparently destroyed, or wrongfully taken, the City, pursuant to the
applicable laws of the State of Texas and in the absence of notice or knowledge that such Bond has
been acquired by a bona fide purchaser, shall execute and the Registrar shall authenticate and
deliver a replacement Bond of like maturity, interest rate and principal amount, bearing a number
not contemporaneously outstanding,provided that the Owner thereof shall have:
(1) furnished to the City and the Registrar satisfactory evidence of the
ownership of and the circumstances of the loss,destruction or theft of such Bond;
(2) furnished such security or indemnity as may be required by the
Registrar and the City to save them harmless;
(3) paid all expenses and charges in connection therewith, including, but not
limited to,printing costs, legal fees,fees of the Registrar and any tax or other governmental
charge that may be imposed;and
(4) met any other reasonable requirements of the City and the Registrar.
If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond
in lieu of which such replacement Bond was issued presents for payment such original Bond, the
City and the Registrar shall be entitled to recover such replacement Bond from the person to whom
it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled
to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the City or the Registrar in connection therewith.
If any such mutilated, lost,apparently destroyed or wrongfully taken Bond has become or is
about to become due and payable, the City in its discretion may, instead of issuing a replacement
Bond,authorize the Registrar to pay such Bond.
Each replacement Bond delivered in accordance with this Section 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. Special Election for Uncertificated Bonds. Notwithstanding any other provision
hereof, upon initial issuance of the Bonds, the ownership of the Bonds shall be registered in the
name of Cede & Co., as nominee of DTC, and except as otherwise provided in this Section, all of
the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. The
definitive Bonds shall be initially issued in the form of a single separate certificate for each of the
maturities thereof.
With respect to Bonds registered in the name of Cede&Co., as nominee of DTC,the City
and the Registrar shall have no responsibility or obligation to any DTC Participant or to any person
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on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the
immediately preceding sentence, the City and the Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than an Owner of a Bond, as shown on the Register, of any
notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any
DTC Participant or any other person, other than an Owner of a Bond, as shown in the Register, of
any amount with respect to principal of,premium,if any,or interest on the Bonds. Notwithstanding
any other provision of this Ordinance to the contrary, the City and the Registrar shall be entitled to
treat and consider the person in whose name each Bond is registered in the Register as the absolute
Owner of such Bond for the purpose of payment of principal of,premium,if any,and interest on the
Bonds, for the purpose of all matters with respect to such Bond, for the purpose of registering
transfers with respect to such Bond, and for all other purposes whatsoever. The Registrar shall pay
all principal of, premium, if any, and interest on the Bonds only to or upon the order of the
respective Owners, as shown in the Register as provided in this Ordinance, or their respective
attorneys duly authorized in writing, and all such payments shall be valid and effective to fully
satisfy and discharge the City's obligations with respect to payment of principal of,premium,if any,
and interest on the Bonds to the extent of the sum or sums so paid. No person other than an Owner
as shown in the Register, shall receive a Bond certificate evidencing the obligation of the City to
make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Registrar
of written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede&Co.,the word "Cede&Co."in this Ordinance shall refer to such new nominee of DTC.
In the event that the City or the Registrar determines that DTC is incapable of discharging
its responsibilities described herein and in a letter of representations of the City to DTC,and that it
is in the best interest of the beneficial Owners of the Bonds that they be able to obtain certificated
Bonds, or if DTC Participants owning at least 50% of the Bonds outstanding based on current
records of the DTC determine that continuation of the system of book-entry transfers through the
DTC (or a successor securities depository) is not in the best interest of the beneficial Owners of the
Bonds, or in the event DTC discontinues the services described herein, the City or the Registrar
shall (i)appoint a successor securities depository,qualified to act as such under Section 17(a)of the
Securities and Exchange Act of 1934, as amended, and notify DTC of the appointment of such
successor securities depository and transfer one or more separate Bonds to such successor securities
depository or (ii) notify DTC of the availability through DTC of Bonds and transfer one or more
separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event,
the Bonds shall no longer be restricted to being registered in the Register in the name of Cede &
Co., as nominee of DTC,but may be registered in the name of the successor securities depository,
or its nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall
designate,in accordance with the provisions of this Ordinance.
Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bonds
are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to
principal of, premium, if any, and interest on the Bonds, and all notices with respect to the Bonds,
shall be made and given,respectively,in the manner provided in a letter of representations from the
City to DTC.
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16. Form. The Bonds shall be in substantially the following form,including the form of
Registrar's Certificate of Authentication, the form of Assignment, the form of Statement of
Insurance, and the form of Registration Statement of the Comptroller of Public Accounts,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
COUNTY OF JEFFERSON
NUMBER DENOMINATION
R- $
REGISTERED REGISTERED
THE CITY OF BEAUMONT,TEXAS
GENERAL OBLIGATION REFUNDING BOND
SERIFS 2011
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
January 1,2011
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Beaumont, in the County of Jefferson, State of 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 The Bank of
New York Mellon Trust Company, N.A., Dallas, Texas (the "Registrar"), the principal amount
identified above,payable in any coin or currency of the United States of America which on the date
of payment of such principal is legal tender for the payment of debts due the United States of
America, and to pay interest thereon at the rate shown above, calculated on the basis of a 360 day
year of twelve 30 day months,from the later of January 1,2011,or the most recent interest payment
date to which interest has been paid or duly provided for. Interest on this bond shall be paid by
check payable on September 1 and March 1, beginning on September 1, 2011, mailed to the
registered owner of record as of the previous August 15 and February 15 as shown on the books of
registration kept by the Registrar.
THIS BOND is one of a duly authorized issue of Bonds, aggregating $17,785,000 (the
"Bonds"), issued pursuant to an ordinance adopted by the City Council on December 7, 2010 (the
"Ordinance")for the purpose of refunding the following:
(a) the City's outstanding Certificates of Obligation, Series 2001 maturing on March 1
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in each of the years 2012 through 2018, in the principal amounts of $750,000,
$750,000,$750,000, $750,000,$750,000,$750,000 and$750,000,respectively;
(b) The City's outstanding Certificates of Obligation, Series 2003,maturing on March 1
in each of the years 2011 through 2018, in the principal amount of $655,000,
$685,000, $715,000, $745,000, $780,000, $815,000, $855,000, and $895,000,
respectively;and
(c) the City's outstanding Certificates of Obligation, Series 2006,maturing on March 1,
2011 through 2014, in the principal amounts of $1,515,000, $1,610,000,
$1,690,000,and$1,745,000,respectively.
THE CITY RESERVES THE RIGHT, at its option, to redeem the Bonds having stated
maturities on or after March 1, 2021, in whole or in part, on March 1, 2020,or any date thereafter,
in integral multiples of $5,000, at a price of par plus accrued interest to the date fixed for
redemption. Reference is made to the Ordinance for complete details concerning the manner of
redeeming the Bonds.
NOTICE OF ANY REDEMPTION shall be given at least thirty (30) days prior the date
fixed for redemption by first class mail, addressed to the registered owner of each Bond to be
redeemed in whole or in part at the address shown on the books of registration kept by the
Registrar. When Bonds or portions thereof have been called for redemption and due provision has
been made to redeem the same,the principal amounts so redeemed shall be payable solely from the
funds provided for redemption and interest which would otherwise accrue on the amounts called for
redemption shall terminate on the date fixed for redemption.
THIS BOND is transferable only upon presentation and surrender at the principal corporate
trust office of the Registrar, duly endorsed for transfer or accompanied by an assignment duly
executed by the registered owner or his authorized representative, subject to the terms and
conditions of the Ordinance.
THE BONDS are exchangeable at the principal corporate trust office of the Registrar for
bonds in the principal amount of$5,000 or any integral multiple thereof, subject to the terms and
conditions of the Ordinance.
THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit
under the Ordinance unless this Bond either(i)is registered by the Comptroller of Public Accounts
of the State of Texas by registration certificate endorsed hereon or (ii) is authenticated by the
Registrar by due execution of the authentication certificate endorsed hereon.
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
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A.8.b
against all taxable property in the City and have been pledged irrevocably for such payment.
IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile
signature of the Mayor of the City and countersigned with the manual or facsimile signature of the
City Clerk of the City, and the official seal of the City has been duly impressed, or placed in
facsimile,on this Bond.
THE CITY OF BEAUMONT,TEXAS
Mayor
(SEAL)
City Clerk
FORM OF 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 ,201_.
xxxxxxxxxxx
Comptroller of Public Accounts
(SEAL) of the State of Texas
FORM OF REGISTRAR'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds described in and delivered pursuant to the within-mentioned
Ordinance.
The Bank of New York Mellon Trust Company,N.A.,
Registrar
By:
Authorized Signature
Date of Authentication:
FORM OF ASSIGNMENT
For value received,the undersigned hereby sells,assigns,and transfers unto
(Please print or type name,address,and zip code of Transferee)
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A.B.b
(Please insert Social Security or Taxpayer Identification Number of Transferee)
the within bond 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:
Registered Owner
NOTICE: The signature above
must correspond to the name
of the registered owner as shown
NOTICE: Signature must be on the face of this Bond in every
guaranteed by a member firm particular,without any
of the New York Stock Exchange alteration,enlargement or change
or a commercial bank or trust whatsoever.
company.
END OF FORM OF BOND
17. Legal Opinions: CUSIP. The approving opinion of Orgain, Bell & Tucker,L.L.P.,
Beaumont,Texas,Bond Counsel, and CUSIP Numbers may be printed on the Bonds,but errors or
omissions in the printing of such opinions or such numbers shall have no effect on the validity of
the Bonds.
18. Interest and Sinjdag Fund, Levy, Assessment and Collection of Taxes. There is
hereby established a separate fund of the City to be known as the "Series 2011 General Obligation
Refunding Bonds 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 other City taxes are assessed, levied and collected, in each
year, beginning with the current year, a continuing direct annual ad valorem tax upon all taxable
property in said City sufficient to pay the current interest on said Bonds as the same becomes due,
and to create and provide a sinking fund of not less than two percent (2%) of the original principal
amount of the Bonds or of not less than the amount required to pay each installment of the principal
of said Bonds as the same matures, whichever is greater, full allowance being made for
delinquencies and costs of collection, and said taxes when collected shall be applied to the payment
of the interest on and principal of said Bonds and to no other purpose. In addition, interest accrued
from the date of the Bonds until their delivery is to be deposited in such fund. There is hereby
appropriated from current funds on hand, which are certified to be on hand and available for such
purpose, an amount sufficient to pay debt service coming due on the Bonds on September 1, 2011,
and such amount shall not be used for any other purpose. A tax rate has not been determined for
2012,but the City certifies that such rate,when determined,will take into account the Bonds being
issued.
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A.8.b
IT IS ORDERED AND DIRECTED that this Ordinance pledging ad valorem tax revenue
of the City for the payment of the Bonds to the extent provided herein be filed and recorded in
the records of the City as necessary to cause the pledge to be valid under Section 1201.44 of the
Government Code of Texas. At any time while any of the Bonds are outstanding, it is
determined by the City or demanded by the holder of any Bonds that further action by the City is
required to make the pledge valid or maintain the validity of the pledge, the City covenants and
hereby directs the officers of the City to make such filings, including but not limited to
appropriate filings under Chapter 9 of the Business and Commerce Code of Texas as are
necessary to make the pledge valid or continue its validity.
19. Further Proceedings. After the Bonds to be initially issued shall have been
executed,it shall be the duty of the Mayor of the City 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 by the Attorney General. After the Bonds to be initially issued shall have been
approved by the Attorney General,they shall be delivered to the Comptroller of Public Accounts of
the State of Texas for registration. Upon registration of the Bonds to be initially issued, the
Comptroller of Public Accounts (or a deputy lawfully designated in writing to act for the
Comptroller) shall manually sign the Comptroller's Registration Certificate prescribed herein to be
printed and endorsed on the Bonds to be initially issued, and the seal of said Comptroller shall be
impressed, or placed in facsimile, thereon. In addition, the Mayor, the Mayor Pro Tem, the City
Clerk, the City Manager and other appropriate officials of the City are hereby authorized and
directed to do any and all things necessary or convenient to carry out the purposes of this
Ordinance, and each of such persons are authorized, acting alone and without the joinder of the
others, to execute any and all closing certificates,instruments and such other documents as may be
necessary or appropriate to carry out the purposes of this Ordinance.
20. Sale of Bonds.The Bonds are hereby sold and shall be delivered to the Underwriters
at a price of$19,272,620.40, representing the principal amount of Bonds of$17,785,000.00,plus a
net premium of$1,603,222.90,and less an underwriter's discount of$115,602.50,plus any accrued
interest on the Bonds from their dated date to the date of closing,all in accordance with the terms of
the Purchase Contract 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.
Each of the Mayor and the Mayor Pro Tern and other appropriate officials of the City are hereby
authorized and directed to execute such Purchase Contract on behalf of the City,and the Mayor and
the Mayor Pro Tern and other appropriate officials of the City are hereby authorized and directed to
do any and all things necessary or desirable to satisfy the conditions set out herein and to provide
for the issuance and delivery of the Bonds, and, if deemed by the acting officer to be in the best
interests of the City,to terminate the Contract as permitted by the terms thereof.
The City funds that the net effective interest of the Bonds is 4.207029%.
21. Tax Exemption. The City intends that the interest on the Bonds shall be
excludable from gross income of the owners thereof for federal income tax purposes pursuant to
Sections 103 and 141 through 150 of the Internal Revenue Code of 1986, as amended, (the
"Code") and all applicable temporary, proposed and final regulations (the "Regulations") and
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A.8.b
procedures promulgated thereunder and applicable to the Bonds. For this purpose, the City
covenants that it will monitor and control the receipt, investment, expenditure and use of all
gross proceeds of the Bonds and take or omit to take such other and further actions as may be
required by Sections 103 and 141 through 150 of the Code and the Regulations to cause the
interest on the Bonds to be and remain excludable from the gross income, as defined in Section
61 of the Code, of the owners of the Bonds for federal income tax purposes.In particular,the City
covenants and agrees to comply with each requirement of this Section 21; provided,however, that
the City shall not be required to comply with any particular requirement of this Section 21 if the
City has received an opinion of nationally recognized bond counsel (a "Counsel's Opinion") that
such noncompliance will not adversely affect the exclusion from gross income for federal income
tax purposes of interest on the Bonds or if the City has received a Counsel's Opinion to the effect
that compliance with some other requirement set forth in this Section 21 will satisfy the applicable
requirements of the Code, in which case compliance with such other requirement specified in such
Counsel's Opinion shall constitute compliance with the corresponding requirement specified in this
Section 21.
Without limiting the generality of the foregoing, the City shall comply with each of the
following covenants:
(a) The City will use all of the proceeds of the Bonds to (i) acquire non-
callable obligations of the United States of America (the "Escrowed Securities") or to deposit
cash sufficient to pay the principal of,premium, if any, and interest on the Refunded Obligations
and(ii)to pay the costs of issuing the Bonds except for amounts, if any, described in the Report
(as defined in the Escrow Agreement) as the rounding amount and the ending cash balance in the
Escrow Fund(as defined in the Escrow Agreement).
(b) The City will not directly or indirectly take any action or omit to take any
action, which action or omission would cause the Bonds or the Refunded Obligations to
constitute"private activity bonds"within the meaning of Section 141(a) of the Code.
(c) Principal of and interest on the Bonds will be paid solely from ad valorem
taxes collected by the City,investment earnings on such collections, and as available,proceeds of
the Bonds.
(d) Based upon all facts and estimates now known or reasonably expected to
be in existence on the date the Bonds are delivered,the City reasonably expects that the proceeds
of the Bonds and the Refunded Obligations (to the extent any of such proceeds remain
unexpended) will not be used in a manner that would cause the Bonds or the Refunded
Obligations or any portion thereof to be "arbitrage bonds" within the meaning of Section 148 of
the Code.
(e) At all times while the Bonds are outstanding, the City will identify and
properly account for all amounts constituting gross proceeds of the Bonds in accordance with the
Regulations. The City will monitor the yield on the investments of the proceeds of the Bonds
and, to the extent required by the Code and the Regulations, will restrict the yield on such
investments to a yield which is not materially higher than the yield on the Bonds. To the extent
necessary to prevent the Bonds from constituting "arbitrage bonds," the City will make such
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A.8.b
I
payments as are necessary to cause the yield on all yield-restricted nonpurpose investments
allocable to the Bonds to be less than the yield that is materially higher than the yield on the
Bonds.
(f) The City will not take any action or knowingly omit to take any action, if
taken or omitted, would cause the Bonds to be treated as "federally guaranteed" obligations for
purposes of Section 149(b) of the Code.
(g) The City represents that not more than fifty percent (50%) of the proceeds
of any new money portion of the Bonds or any new money issue refunded by, the Refunded
Obligations was invested in nonpurpose investments (as defined in Section 148(f)(b)(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 Obligations was issued that at least eighty-five percent (85%) of the spendable
proceeds of the Bonds or the Refunded Obligations would be used to carry out the governmental
purpose of such Bonds within the corresponding three-year period beginning on the respective
dates of the Bonds or the Refunded Obligations.
(h) 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, if any,
be rebated to the federal government. Specifically, the City will(i)maintain records regarding the
receipt, investment and expenditure of the gross proceeds of the Bonds as may be required to
calculate such excess arbitrage profits 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 and retain such records for at least six
years after the day on which the last outstanding Bond is discharged, (ii)account for all gross
proceeds under a reasonable, consistently applied method of accounting, not employed as an
artifice or device to avoid, in whole or in part, the requirements of Section 148 of the Code,
including any specified method of accounting required by applicable Regulations to be used for
all or a portion of the gross proceeds, (iii)calculate, at such times as are required by applicable
Regulations, the amount of excess arbitrage profits, if any, earned from the investment of the
gross proceeds of the Bonds and (iv)timely pay, as required by applicable Regulations, all
amounts required to be rebated to the federal government. In addition, the City will exercise
reasonable diligence to assure that no errors are made in the calculations required by the
preceding sentence and, if such an error is made, to discover and promptly correct such error
within a reasonable amount of time thereafter, including payment to the federal government of
any delinquent amounts owed to it,including interest thereon and penalty.
(i) 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 smaller profit or a larger loss than would have
resulted if such arrangement had been at arm's length and had the yield on the issue not been
relevant to either party.
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A.8.b
(j) The City will timely file or cause to be filed with the Secretary of the
Treasury of the United States the, information required by Section 149(e) of the Code with
respect to the Bonds on such form and in such place as the Secretary may prescribe.
(k) The City will not issue or use the Bonds as part of an "abusive arbitrage
device" (as defined in Section 1.148-10(a)of the Regulations). Without limiting the foregoing,
the Bonds are not and will not be a part of a transaction or series of transactions that attempts
to circumvent the provisions of Section 148 of the Code and the Regulations, by (i) enabling
the City to exploit the difference between tax-exempt and taxable interest rates to gain a
material financial advantage, or (ii)increasing the burden on the market for tax-exempt
obligations.
(1) Proper officers of the City charged with the responsibility for issuing the
Bonds are hereby directed to make, execute and deliver certifications as to facts, estimates or
circumstances in existence as of the Issue Date and stating whether there are facts,estimates or
circumstances that would materially change the City's expectations. On or after the Issue Date,
the City will take such actions as are necessary and appropriate to assure the continuous
accuracy of the representations contained in such certificates.
(m) The covenants and representations made or required by this Section are
for the benefit of the Bond holders and any subsequent Bond holder, and may be relied upon
by the Bondholder and any subsequent Bondholder and bond counsel to the City.
(n) In complying with the foregoing covenants, the City may rely upon an
unqualified opinion issued to the City by nationally recognized bond counsel that any action by
the City or reliance upon any interpretation of the Code or Regulations contained in such opinion
will not cause interest on the Bonds to be includable in gross income for federal income tax
purposes under existing law.
(o) Notwithstanding any other provision of this Ordinance, the City's
representations and obligations under the covenants and provisions of this Section shall survive
the defeasance and discharge of the Bonds for as long as such matters are relevant to the
exclusion of interest on the Bonds from the gross income of the owners for federal income tax
purposes.
(p) The City covenants that dispositions of personal property components of the
Project funded by the Refunded Obligations will occur in the ordinary course of an established
governmental program and will satisfy the following requirements:
L The weighted average maturity of the portion of the Certificates financing
personal property is not greater than 120 percent of the reasonably expected actual
use of such personal property for governmental purposes;
ii. The reasonably expected fair market value of such personal property on
the date of disposition will be not greater than 25 percent of its cost;
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A.8.b
iii. Such personal property will no longer be suitable for its governmental
purposes on the date of disposition; and
iv. The City is required to deposit amounts received from such disposition in
a commingled fund with substantial tax or other governmental revenues and the
Issuer reasonably expect to spend such amounts on governmental programs within
6 months from the date of commingling.
22. Application of Proceeds. The proceeds from the sale of the Bonds in the amount of
$19,412,924.29, including accrued interest, shall, promptly upon receipt by the City, be applied as
follows:
(a) Accrued interest shall be deposited into the Interest and Sinking Fund for the Bonds;
(b) To establish the escrow fund to refund and pay the Refunded Obligations,
$19,167,492.22 from the sale of the Bonds shall be deposited with the Escrow Agent pursuant to
and in compliance with Sections 24 and 25 below.
(c) $217,380.00 from the sale of the Bonds shall be used to pay the costs of issuing the
Bonds,not later than 90 days after such issuance; and
(d) The sum of $3,350.68 from the sale of the Bonds shall be used as a rounding
amount and shall be deposited in the Interest and Sinking Fund for the Bonds; and
(e) Any proceeds from the Bonds remaining after making all such deposits and
payments shall be deposited into the Interest and Sinking Fund.
23. Transfer of Money in Interest and Sinking Funds Maintained for the Refunded
Obligations. On the date of delivery of the Bonds, the sum of $ -0- contained in the Interest and
Sinking Funds for the Refunded Obligations shall be transfen-ed to the Escrow Agent and shall be
applied as herein provided.
24. Redemption of Callable Refunded Obligations. The City hereby irrevocably calls
the following obligations of the City (the Callable Refunded Obligations) for redemption on the
dates set forth below, and authorizes and directs notice of such redemption to be given in
substantially the form of Exhibits B-1 and B-2 hereto or in such form and in such manner as the
Mayor,Mayor Pro Tem,City Manager,City Clerk or any other official of the City may approve:
Obligations To Be Redeemed Redemption Date
The City of Beaumont,Texas, March 1,2011
Certificates of Obligation,Series 2001,
maturing on March 1 in the years 2012
through 2018 in the principal amounts of
$750,000,$750,000,$750,000,
$750,000,$750,000,$750,000 and
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A.8.b
$750,000 respectively
The City of Beaumont,Texas, March 1,2013
Certificates of Obligation,Series 2003,
maturing on March 1 in the years 2014
through 2018 in the principal amounts of
$745,000,$780,000, $815,000,
$855,000,and$895,000,respectively
Pursuant to the provisions of Sections 1207.061 and 1207.062 of the Government Code of
Texas, the City hereby orders the irrevocable deposit out of the proceeds of the issuance and sale of
the Series 2011 Bonds with the Escrow Agent (being a paying agent for some of the obligations)
pursuant to the Escrow Agreement authorized by this Ordinance of an amount of money sufficient
to provide for the redemption of the Callable Refunded Obligations on the dates indicated above
and the payment in full of the Non-Callable Refunded Obligations at maturity and including all
principal,redemption price, and interest as and when due prior to and at the respective redemption
maturity,and due dates,as applicable.
The Bonds are not subordinated to the Refunded Obligations.
25. Escrow Agreement. The discharge and final payment or redemption, as applicable,
of the Refunded Obligations shall be effectuated by firm banking and financial arrangements
pursuant to the terms and provisions of an Escrow Agreement to be entered into by and between the
City and The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, as Escrow Agent,
which shall be substantially in the form attached as Exhibit C hereto presented to the City Council,
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 redemption and payment which has been
designed for the City by RBC Capital Markets, and which shall be certified as to mathematical
accuracy by Grant Thornton, L.L.P., in the Report, (b) to restructure the City's future debt service,
(c) to comply with all applicable laws and regulations relating to the refunding of the Refunded
Obligations and(d) to carry out the other intents and purposes of this Ordinance, and the Mayor or
Mayor Pro Tern is hereby authorized to execute and deliver the Escrow Agreement on behalf of the
City in such final form as approved by the signing official in multiple counterparts and the City
Clerk or an Assistant City Clerk is hereby authorized to attest thereto and affix the City's seal.
The deposit of$19,167,492.22 of the proceeds of the Series 2011 Bonds with the Escrow
Agent, which is hereby authorized and directed, and transfer of all funds held by the Escrow Agent
to the Paying Agents of the Refunded Obligations pursuant to the Escrow Agreement, plus the
funds authorized and directed to be used in Section 26 of this Ordinance, shall effect the discharge
and final payment,as applicable,of the Refunded Obligations.
26. Source of Funds Used in Refunding. No money of the City other than proceeds of
the Bonds and funds on hand in the Interest and Sinking Funds for the Refunded Obligations,if any
(the transfer and use of which is hereby authorized and directed) shall be used to refund the
Refunded Obligations.
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A.8.b
27. Purchase of Escrowed Securities. To assure the purchase of the Escrowed Securities
as described in the Report and in the Escrow Agreement, the Mayor, Mayor Pro Tern, the City's
Finance Officer, and the Escrow Agent are hereby authorized to subscribe for, agree to purchase,
and purchase such Escrowed Securities in such amounts and maturities and bearing interest at such
rates as may be provided for in the Report,if any,and to execute any and all subscriptions,purchase
agreements, commitments, letters of authorization and other documents necessary to effectuate the
foregoing,and any actions heretofore taken for such purpose are hereby ratified and approved.
28. Open Meeting. It is hereby officially found and determined that the meeting at
which this Ordinance was adopted was open to the public, and public notice of the time,place and
purpose of said meeting was given, all as required by Chapter 551 of the Texas Government Code
Annotated,Vernon's 1994,as amended.
29. Official Statement. The Preliminary Official Statement and the Official Statement
prepared in the initial offering and sale of the Bonds have been and are hereby authorized,approved
and ratified as to form and content. The use of the Preliminary Official Statement and the Official
Statement in the reoffering of the Bonds by the Underwriters is hereby approved, authorized and
ratified. The proper officials of the City are hereby authorized to execute and deliver a certificate
pertaining to the Preliminary Official Statement and the Official Statement as prescribed therein,
dated as of the date of payment for and delivery of the Bonds.
30. Registrar. The Registrar, by undertaking the performance of the duties of the
Registrar and in consideration of the payment of fees or deposits of money pursuant to this
Ordinance and a Paying Agent/Registrar's Agreement, accepts and agrees to abide by the terms of
this Ordinance and such Agreement. The City hereby approves the form of the Paying
Agent/Registraes Agreement presented to the City Council and hereby authorizes the Mayor or any
other official of the City to execute such agreement on behalf of the City, with such changes and
revisions thereto as may be approved by the official executing such agreement.
The City covenants that at all times while any Bonds are outstanding,it will provide a bank,
trust company, financial institution or other entity duly qualified and authorized to act as Registrar
for the Bonds. The City reserves the right to replace the Registrar or its successor at any time on
not less than sixty (60) days' written notice to the Registrar, so long as any such notice is effective
not less than sixty (60) days prior to the next succeeding principal or interest payment date on the
Bonds. If the Registrar is replaced by the City, the new Registrar shall accept the previous
Registrar's records and act in the same capacity as the previous Registrar, 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. Any successor Registrar shall be either a national or state banking
institution and a corporation or association organized and doing business under the laws of the
United States of America or any State authorized under such laws to exercise trust powers and
subject to supervision or examination by Federal or State authority. Each Registrar hereunder, by
acting in that capacity,shall be deemed to have agreed to the provisions of this Section.
31. Related Matters. To satisfy in a timely manner all of the City's obligations under
this Ordinance, the Mayor,the Mayor Pro Tem,the City Manager,the City Clerk,or Assistant City
Clerk, and all other appropriate officers and agents of the City are hereby authorized and directed to
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A.8.b
take all other actions that are reasonably necessary to provide for issuance of the 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
this Ordinance and to direct the application of funds of the City consistent with the provisions
hereof.
32. No Personal Liabiliri. No recourse shall be had for payment of the principal of or
premium, if any, 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.
33. Severability. If any Section, paragraph, clause or provision of this Ordinance shall
for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such
Section, paragraph, clause or provision shall not affect any of the remaining provisions of this
Ordinance.
34. Re er. All orders, resolutions, and ordinances, and parts thereof inconsistent
herewith are hereby repealed to the extent of such inconsistency.
35. The City undertakes and agrees for the benefit of the holders of the Bonds to
provide the following to the Municipal Securities Rulemaking Board ("MSRB"), in electronic
format as prescribed by the MSRB, directly or through a designated agent, on or before six months
after the end of the City's fiscal year,which fiscal year presently ends on September 30,
a. annual financial information(which may be unaudited)and operating data regarding
the City for fiscal years ending on or after January 1, 2011 which annual financial
information and operating data shall be of the type included in the following listed
sections contained in the Final Official Statement:
INVESTMENT AUTHORITY AND INVESTMENT OBJECTIVES
OF THE CITY
DEBT STATEMENT
TAX DATA
SELECTED FINANCIAL DATA
ADMINISTRATION OF THE CITY
Appendix`B"
b. audited financial statements for the City for fiscal years ending on or after January
1,2011,when available,if the City commissions an audit and it is completed by
the required time;provided that if audited statements are not commissioned or are
not available by the required time,the City will provide unaudited statements
when and if they become available.
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A.8.b
C. in a timely manner, not in excess of ten (10) business days after the occurrence of
the event,notice of any of the following events with respect to the Bonds:
i. Principal and interest payment delinquencies;
ii. Non-payment related defaults,if material;
iii. Unscheduled draws on debt service reserves reflecting financial difficulties;
iv. Unscheduled draws on credit enhancements reflecting financial difficulties;
V. Substitution of credit or liquidity providers,or their failure to perform;
vi. Adverse tax opinions the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other material events affecting the
tax status of the Bonds;
vii. Modifications to rights of Bond holders,if material;
viii. Bond calls,if material,and tender offers;
ix. Defeasances;
X. Release, substitution or sale of property securing repayment of the Bonds,if
material; and
xi. Rating changes.
xii. Bankruptcy, insolvency, receivership, or similar event of the obligated
person;
xiii. The consummation of a merger, consolidation, or acquisition involving an
obligated person or the sale of all or substantially all of the assets of the
obligated person,other than in the ordinary course of business,the entry into
a definitive agreement to undertake such an action, or the termination of a
definitive agreement relating to any such actions, other than pursuant to its
terms,if material; and
xiv. Appointment of a successor or additional trustee or the change of name of a
trustee,if material
d. in a timely manner, notice of a failure of the City to provide required annual
financial information and operating data,on or before six months after the end of the
City's fiscal year.
e. all documents provided to the MSRB shall be accompanied by identifying
information as prescribed by the MSRB.
These undertakings and agreements are subject to appropriation of necessary funds and to
applicable legal restrictions,if any.
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A.8.b
The accounting principles pursuant to which the City's financial statements are currently
prepared are generally accepted accounting principles set out by the Government Accounting
Standards Board, and, subject to changes in applicable law or regulations, such principles will be
applied in the future.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the new
fiscal year end) prior to the next date by which the City otherwise would be required to provide
annual financial information.
The City's obligation to update information and to provide notices of material events shall
be limited to the agreements herein. The City shall not be obligated to provide other information
that may be relevant or material to a complete presentation of its financial results of operations,
condition,or prospects and shall not be obligated to update any information that is provided,except
as described herein. The City makes no representation or warranty concerning such information or
concerning its usefulness to a decision to invest in or sell Bonds at any future date. THE CITY
DISCLAIMS ANY CONTRACTUAL OR TORT LIABILITY FOR DAMAGES RESULTING IN
WHOLE OR IN PART FROM ANY BREACH, WHETHER NEGLIGENT OR WITHOUT
FAULT ON ITS PART, OF ITS CONTINUING DISCLOSURE AGREEMENT OR FROM ANY
STATEMENT MADE PURSUANT TO ITS AGREEMENT. HOLDERS OR BENEFICIAL
OWNERS OF BONDS MAY SEEK AS THEIR SOLE REMEDY A WRIT OF MANDAMUS TO
COMPEL THE CITY TO COMPLY WITH THLS AGREEMENT. No default by the City with
respect to its continuing disclosure agreement shall constitute a breach of or default under this
Ordinance for purposes of any other provision of this Ordinance. Nothing in this paragraph is
intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and
state securities laws.
The City may amend its continuing disclosure obligations and agreement in this Section 35
to adapt to changed circumstances that arise from a change in legal requirements, a change in law,
or a change in the identity, nature, status or type of operations of the City, if the agreement, as
amended, would have permitted the Underwriter to purchase or sell the Bonds in compliance with
SEC Rule 15c2-12, taking into account any amendments or interpretations of such Rule to the date
of such amendment, as well as such changed circumstances, and either the holders of a majority in
aggregate principal amount of the outstanding Bonds consent or any person unaffiliated with the
City (such as nationally recognized bond counsel) determines the amendment will not materially
impair the interests of the holders and beneficial owners of the Bonds. The City may also amend or
repeal the obligations and agreement in this Section 35 if the SEC amends or repeals the applicable
provisions of Rule 15c2-12 or a court of final jurisdiction determines that such provisions are
invalid, and the City may amend the agreement in its discretion in any other circumstance or
manner, but in either case only to the extent that its right to do so would not prevent the
Underwriter from lawfully purchasing or reselling the Bonds in the primary offering of the Bonds in
compliance with Rule 15c2-12. If the City amends its agreement, it must include with the next
financial information and operating data provided in accordance with its agreement an explanation,
in narrative form, of the reasons for the amendment and of the impact of an change in the of
�P Y g type
information and operating data so provided
The City's continuing obligation to provide annual financial information and
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A.8.b
operating data and notices of events will terminate if and when the City no longer remains an
"obligated person" (as such term is defined in SEC Rule 15C2-12)with respect to the Bonds.36.
36. Amendment of Ordinance.
(a) If and to the extent permitted by this Ordinance,the owners of the Series 2011
Bonds aggregating in the principal amount of 51% of the aggregate principal amount of
the outstanding Series 2011 Bonds shall have the right from time to time to approve any
amendment to this Ordinance which may be deemed necessary or desirable by the City
provided,however,that without the consent of the owners of all of the Series 2011 Bonds
at the time outstanding, nothing herein contained shall permit or be construed to permit
the amendment of the terms and conditions in this Ordinance or in the Bonds so as to:
(1) Make any change in the maturity of the outstanding Series 2011
Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Series
2011 Bonds;
(3) Reduce the amount of the principal payable on the outstanding
Series 2011 Bonds;
(4) Modify the terms of payment of principal of or interest on the
outstanding Series 2011 Bonds, or impose any conditions with respect to such
payment;
(5) Affect the owners of less than all of the outstanding Series 2011
Bonds then outstanding;
(6) Change the percentage of the principal amount of outstanding
Series 2011 Bonds,necessary for consent to such amendment.
(b) If at any time the City shall desire to amend this Ordinance under this
Section, the City shall cause notice of the proposed amendment to be published in a
financial newspaper or journal published in the City of New York, New York, once
during each calendar week for at least two successive calendar weeks. Such notice shall
briefly set forth the nature of the proposed amendment and shall state that a copy thereof
is on file at the principal office of the Paying Agent for inspection by all owners of Series
2011 Bonds. Such publication is not required, however, if notice in writing is given to
each owner of the outstanding Series 2011 Bonds. Not less than thirty (30) days' notice
of the proposed amendment shall also be given by the City to the Underwriter.
(c) Whenever at any time not less than thirty (30) days, and within one (1)
ear, from the date of the publication of said notice or other service of written notice the
Y P
City shall receive an instrument or instruments executed by the owners of at least 51% in
aggregate principal amount of Series 2011 Bonds then outstanding, which instrument or
instruments shall refer to the proposed amendment described in said notice and which
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A.8.b
specifically consent to and approve such amendment in substantially the form of the copy
thereof on file with the Paying Agent, the City Council may adopt the amendatory
resolution in substantially the same form.
(d) Upon adoption of any amendatory resolution pursuant to the provision of
this Section, this Ordinance shall be deemed to be amended in accordance with such
amendatory resolution, and the respective rights, duties and obligations under this
Ordinance of the City and all the owners of then outstanding Series 2011 Bonds shall
thereafter be determined, exercised and enforced hereunder, subject in all respect to such
amendments.
(e) Any consent given by the owner of outstanding Series 2011 Bonds,
pursuant to the provisions of this Section shall be irrevocable for a period of six months
from the date of the first publication of the notice provided for in this Section, and shall
be conclusive and binding upon all future owners of the same Series 2011 Bonds during
such period. Such consent may be revoked at any time after six months from the date of
the first publication of such notice by the owner who gave such consent,or by a successor
in title, by filing notice thereof with the Paying Agent and the City, but such revocation
shall not be effective if the owners of 51% in aggregate principal amount of the then
outstanding Series 2011 Bonds as in this Section defined have, prior to the attempted
revocation,consented to and approved the amendment.
(f) For the purpose of this Section, the fact of the owning of Series 2011
Bonds by any owner of Series 2011 Bonds and the amount and number of such Series
2011 Bonds and the date of their owning same shall be determined by the Registration
Books of the Paying Agent/Registrar.
(g) The foregoing provisions of this Section notwithstanding, the City by
action of the City Council (or as item (2) by the City Council or by the Mayor or Mayor
Pro-Tem and the City Clerk as to changes prior to issuance to comply with requirements
by the Attorney General of Texas) may amend this Ordinance for any one or more of the
following purposes:
(1) To add to the covenants and agreements of the City in this
Ordinance contained, other covenants and agreements thereafter to be observed,
grant additional rights or remedies to the owners of bonds or to surrender,restrict
or limit any right or power herein reserved to or conferred upon the City.
(2) To make such provisions for the purpose of clarifying matters or
questions arising under this Ordinance, as are required by the Attorney General of
Texas to obtain the Attorney General's approval of the issuance of the Series 2011
Bonds before their issuance or for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Ordinance,
or at any time before or after issuance as are necessary or desirable and not
contrary to or inconsistent with this Ordinance, and in all events which shall not
adversely affect the interests of the owners of the Series 2011 Bonds.
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A.B.b
(3) To modify any of the provisions of this Ordinance in any other
respect whatever, provided that: (i) such modification shall be, and be expressed
to be, effective only after all Series 2011 Bonds outstanding at the date of the
adoption of such modification shall cease to be outstanding, and (ii) such
modification shall be specifically referred to in the text of all Series 2011 Bonds
issued after the date of the adoption of such modification.
37. [OMITTED]
[The remainder of this page has intentionally been left blank Signature page follows.]
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A.8.b
PASSED AND APPROVED this 7th day of December,2010.
MAYOR
THE CITY OF BEAUMONT,TEXAS
ATTEST:
1�4 hl I A,^ It
Al indd6t4u
CITY CLERK
THE CITY OF BEAUMONT,TEXAS
Q
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A.8.b
EXHIBIT A
The City of Beaumont,Texas
General Obligation Refunding Bonds,Series 2011
$17,785,000
Interest Accrues From: January 1,2011
MATURITY SCHEDULE
Maturity principal
(March 1) Amount Interest Rate Yield
2019 $2,170,000 5.00% 3.19%
2020 $2,290,000 5.00% 3.43°!0
2021 $2,400,000 5.00% 3.65%
2022 $2,530,000 5.00% 3.81%
2023 $2,660,000 5.00% 3.97%
2024 $2,795,000 5.00% 4.12%
2025 $2,940,000 5.00% 4.23%
The Bonds maturing on or after March 1,2021, are subject to optional redemption,in whole or in
part, on March 1, 2020, or any date thereafter, at a price equal to the principal amount thereof; plus
accrued interest to the date of redemption.
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A.8.b
EXHIBIT B.1
NOTICE OF REDEMPTION
THE CITY OF BEAUMONT,TEXAS
CERTIFICATES OF OBLIGATION,
SERIES 2001
Dated: August 1,2001
Redemption Date: March 1,2011
Redemption Reason/Source of Funds: Optional Redemption
Total Redemption Amount: $5,250,000
CUSIP Nos. Maturity Rate Amount Price
074509YN4 03/01/2012 4.50% $750,000 100.00%
074509YP9 03/01/2013 4.50% $750,000 100.00%
074509YQ7 03/01/2014 4.60% $750,000 100.00%
074509YR5 03/01/2015 4.70% $750,000 100.00%
074509YS3 03/01/2016 4.25% $750,000 100.00%
074509YTI 03/01/2017 4.00% $750,000 100.00%
074509YU8 03/01/2018 4.00% $750,000 100.00%
NOTICE IS HEREBY GIVEN that the securities described herein have been called for
redemption at the applicable redemption price plus accrued interest, if any, to the redemption date. On
the redemption date, each security shall become due and payable, and interest shall cease to accrue. In
the event less than the entire principal amount of a security is to be redeemed, a new security for the
unredeemed portion will be issued in your name without charge. Payment of the redemption proceeds
will be made on or after the redemption date upon presentation and surrender of the securities to:
Registered/Certified Mail: Air Courier. In person:
Wells Fargo Bank,N.A. Wells Fargo Bank,N.A. Wells Fargo Bank,N.A.
Corporate Trust Operations Corporate Trust Operations Northstar East Building
P.O.Box 1517 N9303-121 608 2d Avenue So., 12th Floor
Minneapolis,MN 55480-1517 6th&Marquette Avenue Minneapolis,MN
Minneapolis,MN 55479
Wells Fargo Bank, N.A. policy does not allow the safekeeping of securities within Corporate
Trust Operations for a period of longer than 30 days. Please DO NOT submit your securities for payment
more than 30 days in advance of the redemption date. A$25.00 wire transfer fee will be deducted from
each payment requested to be made by wire. When inquiring about this redemption, please have the
Bond number available. Please inform the customer service representative of the CUSIP number(s) of
the affected Bond. Customer Service can be reached at 612-667-9764 or Toll Free at 1-800-344-5128.
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A.8.b
IMPORTANT NOTICE
Under section 3406(a)(1) of the Internal Revenue Code, the Paying Agent making payment of
interest or principal on securities may be obligated to withhold a percentage of the payment to a holder
who has failed to furnish the Registrar with a valid taxpayer identification number, certification that the
number supplied is correct, and that the holder is not subject to backup withholding. Holders of the
bonds who wish to avoid the application of these provisions should submit either a completed IRS
(Internal Revenue Service)Form W-9(use only if the holder is a U.S.person, including a resident alien),
or the appropriate form W-8 (use only if you are neither a U.S. person or a resident alien), when
presenting the bonds for payment. See IRS Publication 515, Withholding of Tax on Nonresident Aliens
and Foreign Entities. Publication 515 and W-8 forms and instructions are available through the IRS via
their web site at www.irs.gov.
THE CITY OF BEAUMONT,TEXAS
By: Wells Fargo Bank,N.A.as Agent
Publication Date: 12011
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EXHIBIT B.2
Notice of Redemption
THE CITY OF BEAUMONT,TEXAS
CERTIFICATES OF OBLIGATION,
SERIES 2003
Dated: March 1,2003
Redemption Date: March 1,2013
Redemption Reason/Source of Funds: Optional Redemption
Total Redemption Amount: $4,090,000
CUSIP Nos. maturity Rate Amount Pric
074509ZD5 03/01/2014 3.40% $745,000 100.00%
074509ZE3 03/01/2015 3.40% $780,000 100.00%
074509ZFO 03/01/2016 3.50% $815,000 100.00%
074509ZG8 03/01/2017 3.60% $855,000 100.00%
074509ZH6 03/01/2018 3.70% $895,000 100.00%
NOTICE IS HEREBY GIVEN that the securities described herein have been called for
redemption at the applicable redemption price plus accrued interest, if any, to the redemption date. On
the redemption date, each security shall become due and payable, and interest shall cease to accrue. In
the event less than the entire principal amount of a security is to be redeemed, a new security for the
unredeemed portion will be issued in your name without charge. Payment of the redemption proceeds
will be made on or after the redemption date upon presentation and surrender of the securities to:
Registered/Cert fled Mail. Air Courier: In person:
Wells Fargo Bank,N.A. Wells Fargo Bank,N.A. Wells Fargo Bank,N.A.
Corporate Trust Operations Corporate Trust Operations Northstar East Building
P.O.Box 1517 N9303-121 608 2°d Avenue So., 121e Floor
Minneapolis,MN 55480-1517 6"&Marquette Avenue Minneapolis,MN
Minneapolis,MN 55479
Wells Fargo Bank, N.A. policy does not allow the safekeeping of securities within Corporate
Trust Operations for a period of longer than 30 days. Please DO NOT submit your securities for payment
more than 30 days in advance of the redemption date. A$25.00 wire transfer fee will be deducted from
each payment requested to be made by wire. When inquiring about this redemption, please have the
Bond number available. Please inform the customer service representative of the CUSIP number(s) of
the affected Bond. Customer Service can be reached at 612-667-9764 or Toll Free at 1-800-344-5128.
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A.8.b
IMPORTANT NOTICE
Under section 3406(a)(1) of the Internal Revenue Code, the Paying Agent making payment of
interest or principal on securities may be obligated to withhold a percentage of the payment to a holder
who has failed to furnish the Registrar with a valid taxpayer identification number, certification that the
number supplied is correct, and that the holder is not subject to backup withholding. Holders of the
bonds who wish to avoid the application of these provisions should submit either a completed IRS
(Internal Revenue Service)Form W-9(use only if the holder is a U.S.person, including a resident alien),
or the appropriate form W-8 (use only if you are neither a U.S. person or a resident alien), when
presenting the bonds for payment. See IRS Publication 515, Withholding of Tax on Nonresident Aliens
and Foreign Entities. Publication SIS and W-8 forms and instructions are available through the IRS via
their web site at www.irs.gov.
THE CITY OF BEAUMONT,TEXAS
By: Wells Fargo Bank,N.A.as Agent
Publication Date: ,2013
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EXHIBIT C
ESCROW AGREEMENT
THIS ESCROW AGREEMENT(the "Escrow Agreement")dated for convenience January 1,
2011, but effective on the Escrow Funding Date described herein, is made and entered into by and
between THE CITY OF BEAUMONT,TEXAS,a home rule city organized and existing under the
Constitution and laws of the State of Texas (the "City"), and THE BANK OF NEW YORK
MELLON TRUST COMPANY,N.A.,having a principal corporate trust office in Dallas,Texas, as
escrow agent(together with any successor or assign in such capacity,the "Escrow Agent").
WHEREAS, the City has heretofore issued and there remains outstanding the City's
Certificates of Obligation, Series 2001, Certificates of Obligation, Series 2003 and Certificates of
Obligation, Series 2006, and the City desires to provide for the refunding of certain maturities of
such outstanding obligations;and
WHEREAS, Chapter 1207, Texas Government Code, as amended (formerly Article 717k,
Vernon's Annotated Texas Civil Statutes, as amended), authorizes and empowers the City to issue,
sell and deliver refunding bonds and to deposit the proceeds of such bonds, together with other
available funds or resources, with any place of payment for the Refunded Obligations in an amount
which is sufficient to provide for the payment or redemption of the principal of and interest on the
Refunded Obligations; and
WHEREAS,the City Council of the City has adopted an ordinance dated December 7, 2010,
authorizing the issuance of the City's General Obligation Refunding Bonds, Series 2011, in the
aggregate principal amount of $17,785,000.00 (the "Refunding Bonds"), for the purpose, among
other things,of providing the funds necessary to pay and refund the Refunded Obligations; and
WHEREAS, the City has provided pursuant to this Escrow Agreement for the application of
the proceeds of the Refunding Bonds to provide for the payment of the Refunded Obligations;and
WHEREAS, the City Council of the City has further determined to effectuate the refunding
of the Refunded Obligations pursuant to this Escrow Agreement, under which provision is made for
the safekeeping, investment, reinvestment, administration and disposition of the proceeds of the
Refunding Bonds, so as to provide faro banking and financial arrangements for the discharge and
final payment or redemption of the Refunded Obligations;
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 ordinance to secure the full and timely payment of the principal of and
the interest on the Refunded Obligations, the City and the Escrow Agent contract and agree as
follows:
A.13
ARTICLE I
DEFINITIONS AND INTERPRETATIONS
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:
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the applicable
regulations thereunder and under the Internal Revenue Code of 1954.
"City" shall mean THE CITY OF BEAUMONT,TEXAS, and any successor to its duties
and functions.
"Escrow Agent" shall mean THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., 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,as it may be amended or supplemented from time to time.
"Escrow Fund" shall mean the fund created in Section 3.01 of this Escrow Agreement to be
administered by the Escrow Agent pursuant to the provisions of this Escrow Agreement.
"Escrow Funding Date" shall mean the date on which the City deposits with the Escrow
Agent the cash and Escrowed Securities described in Section 2.01.
"Escrowed Securities" shall mean the Restricted Acquired Obligations and the Other
Acquired Obligations purchased with the funds deposited into the Escrow Fund, all as more fully
described in the Report.
"Paying Agent for the Refunded Obligations" shall mean The Bank of New York Mellon
Trust Company, N.A. with respect to the Certificates of Obligation, Series 2006, and Wells Fargo
Bank, N.A. (formerly Wells Fargo Bank Texas, National Association) as to the Certificates of
Obligation,Series 2001 and Series 2003.
"Refunded Obligation Ordinances" shall mean the City's ordinances authorizing the issuance,
sale and delivery of the Refunded Obligations.
"Refunded Obligations" shall mean: (a) the City's Certificates of Obligation, Series 2001,
maturing on March 1 in the years 2012 through 2018 in the principal amounts of $750,000,
$750,000, $750,000, $750,000, $750,000, $750,000 and $750,000 respectively; (b) the City's
Certificates of Obligation, Series 2003, maturing on March 1 in the years 2011 through 2018 in the
principal amounts of$655,000, $685,000, $715,000, $745,000, $780,000, $815,000, $855,000, and
$895,000,respectively; and(c)the City's Certificates of Obligation,Series 2006,maturing on March
1, 2011 through 2014, in the principal amounts of $1,515,000, $1,610,000, $1,690,000, and
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$1,745,000, respectively. The Series 2001 Certificates (all maturities) and the Series 2003
Certificates (maturing on March 1 of 2014 through 201 S) may be referred to as the "Callable
Refunded Obligations." The Series 2003 Certificates (maturing prior to March 1, 2014) and the
Series 2006 Certificates (maturing on March 1 of 2011 through 2014) may be referred to as the
"Non-Callable Refunded Obligations".
"Refunding Bonds" shall mean the City's General Obligation Refunding Bonds, Series
2011,dated January 1,2011,in the outstanding aggregate principal amount of$17,785,000.00.
"Refunding Bond Ordinance" shall mean the City's Ordinance adopted December 7, 2010,
authorizing the issuance,sale and delivery of the Refunding Bonds.
"Report" shall mean the verification report prepared by Grant Thornton LLP, relating to
the refunding of the Refunded Obligations,a copy of which is attached hereto as Exhibit"A".
"Restricted Acquired Obligations" shall mean the United States Treasury Notes and STRIPS,
initially purchased with the proceeds of the Bonds,and United States Treasury Securities-State and
Local Government Series at various Interest Rates ("SLGS"), all as more fully described in the
Report.
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
Obligations in accordance with applicable law.
ARTICLE II
DEPOSIT OF FUNDS AND ESCROWED SECURITIES
2.01 Deposits with Escrow A eng t, 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) Restricted Acquired Obligations in the principal amount of $19,167,491.00,
purchased with a portion of the proceeds of the Refunding Bonds; and
(b) A beginning cash balance of$1.22.
ARTICLE III
CREATION AND OPERATION OF ESCROW FUND
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 "City of Beaumont, Texas, General
Obligation Refunding Bonds, Series 2011 Escrow Fund", into which will be deposited the cash
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and/or Escrowed Securities described in Section 2.01. The Escrowed Securities, all proceeds
therefrom and all cash balances from time to time on deposit in the Escrow Fund shall be the
property of the Escrow Fund, and shall be applied only in strict conformity with the terms and
conditions hereof. The Escrowed Securities, all proceeds therefrom and all cash balances from time
to time on deposit in the Escrow Fund are hereby irrevocably pledged to the payment of the principal
of and interest on the Refunded Obligations,which payment shall be made by timely transfers to the
Paying Agent for the Refunded Obligations of such amounts at such times as are provided in Section
3.02 hereof. When the final transfers have been made to the Paying Agents for the Refunded
Obligations for the payment of such principal of and interest on the Refunded Obligations, 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.
3.02 Payment of Principal of and Interest on Refunded Obligations.
(a) The Escrow Agent is hereby irrevocably instructed to transfer to the Paying
Agent for the Refunded Obligations 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 Obligations
(including the Callable Refunded Obligations and the Non-Callable Refunded Obligations) as the
same become due and payable on interest payment dates and on the redemption and maturity dates,
as applicable,all as provided in the Report.
(b) Money transferred to and held by the Paying Agent for the Refunded
Obligations in accordance with the provisions hereof shall be held by the Paying Agent for the
Refunded Obligations as a segregated account for the respective holders of the Refunded Obligations
in connection with which such money is held;provided,however, subject to the provisions of Title 6
of the Texas Property Code regarding Unclaimed Property,that money so held remaining unclaimed
by the owners of such Refunded Obligations for three (3) years after the dates on which payment
thereon was due, payable and available for payment shall be paid to the City to be used for any
lawful purpose. Thereafter, neither the City, the Escrow Agent, the Paying Agents for the Refunded
Obligations nor any other person shall be liable or responsible to any holders of such Refunded
Obligations for any further payment of such unclaimed money or on account of any such Refunded
Obligations.
(c) Except as provided in Article IV hereof,the City hereby covenants and agrees
that it will not exercise any right that it may have to redeem any of the Refunded Obligations prior to
their scheduled maturities.
3.03 Sufficiency of Escrow Fund. The City represents (based solely upon the Report)that
the successive receipts of the principal of and interest on the Escrowed Securities and/or cash 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 Agents for the Refunded Obligations at the
times and in the amounts required to pay the interest on the Refunded Obligations as such interest
comes due and to pay the principal of the Refunded Obligations as the Refunded Obligations mature
or are redeemed. If any deficiency results from any error in the calculation of the report, the City
shall transfer to the Escrow Agent for deposit to the Escrow Fund to be held pursuant to this Escrow
Agreement an additional amount of cash or securities sufficient to provide for such deficiency.
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for such deficiency.
3.04 Escrow Fund. The Escrow Agent at all times shall hold the Escrow Fund, the
Escrowed Securities and all other assets of the Escrow Fund wholly segregated from all other funds
and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any
other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow
Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The
Escrowed Securities and other assets of the Escrow Fund always shall be maintained by the Escrow
Agent for the benefit of the holders of the Refunded Obligations; and a special account therefor
evidencing such fact shall be maintained at all times on the books of the Escrow Agent. The holders
of the Refunded Obligations 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.
ARTICLE IV
REDEMPTION OF CERTAIN REFUNDED OBLIGATIONS
4.01 Optional Redemption of Certain Refunded Obligations. The City has irrevocably
exercised its option to call for redemption the Callable Refunded Obligations as set forth below.
Such optional redemption shall be carried out in accordance with the Ordinance authorizing the
issuance of the Refunded Obligations. The Escrow Agent is hereby authorized and directed to
provide funds therefor as set forth in Section 3.02(a)hereof.
Bonds To Be Redeemed Redemption Date
The City of Beaumont,Texas,Certificates March 1,2011
of Obligation,Series 2001,maturing on
March 1 in the years 2012 through 2018
in the principal amounts of$750,000,
$750,000,$750,000,$750,000,$750,000,
$750,000 and$750,000 respectively
The City of Beaumont,Texas,Certificates March 1,2013
of Obligation,Series 2003,maturing on
March 1 in the years 2014 through 2018
in the principal amounts of$745,000,
$780,000,$815,000,$855,000,and
$895,000,respectively
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4.02 Payments Prior to and at Maturity of Non-Callable Refunded Obligations. The
City has irrevocably authorized the refunding of the following Refunded Obligations on their
respective maturity dates:
Maturi ty Amount
The City's Certificates of Obligation, Series 2003 3/1/11 $ 655,000
The City's Certificates of Obligation, Series 2003 3/1/12 $ 685,000
The City's Certificates of Obligation, Series 2003 3/1/13 $ 715,000
The City's Certificates of Obligation,Series 2006 3/1/11 $1,515,000
The City's Certificates of Obligation, Series 2006 3/1/12 $1,610,000
The City's Certificates of Obligation,Series 2006 3/1/13 $1,690,000
The City's Certificates of Obligation,Series 2006 3/1/14 $1,745,000
The Escrow Agent is authorized and directed to provide funds for the payment of all
principal and interest on such Refunded Obligations as set forth in Section 3.02.
ARTICLE V
LDMrATION ON INVESTMENTS
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, except for
the purchase of the SLGS as described in the Report.
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 Obligations 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 new verification report
together with a written opinion from a nationally recognized firm of certified public accountants
acceptable to the City and the Escrow Agent that such transaction will not cause the amount of
money and securities in the Escrow Fund to be reduced below an amount which will be sufficient,
when added to the interest to accrue thereon,to provide for the payment of principal and interest on
the remaining Refunded Obligations as they become due, and (2)the Escrow Agent shall have
received the unqualified written legal opinion of nationally recognized bond counsel or tax counsel
acceptable to the City and the Escrow Agent to the effect that such transaction will not cause any of
the Refunding Bonds to be an "arbitrage bond" within the meaning of the Code, and that such
transaction will not result in a violation of the laws of the State of Texas.
ARTICLE VI
RECORDS AND REPORTS
6.01 Records. The Escrow Agent shall keep books of record and account in which
complete and correct entries shall be made of all transactions relating to the receipts, disbursements,
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allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and
all proceeds thereof, and such books shall be available for inspection at reasonable hours and under
reasonable conditions by the City and the holders of the Refunded Obligations.
6.02 Reports. For the period beginning on the Escrow Funding Date and ending on
December 31,2011, and for each twelve(12)month period thereafter while this Agreement remains
in effect,the Escrow Agent shall prepare and send to the City, at the City's request,within thirty(30)
days following the end of such period a written report summarizing all transactions relating to the
Escrow Fund during such period,including,without limitation,credits to the Escrow Fund as a result
of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund
to the Paying Agents for the Refunded Obligations 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.
6.03 Notification. The Escrow Agent shall notify the City immediately if at any time
during the term of this agreement it determines that there is insufficient cash and Escrowed
Securities in the Escrow Fund to provide for the transfer to the Paying Agents for the Refunded
Obligations for timely payment of all interest on and principal of the Refunded Obligations.
ARTICLE VII
CONCERNING THE ESCROW AGENT
7.01 Representations. The Escrow Agent hereby represents that it has all necessary power
and authority to enter into this Escrow Agreement and undertake the obligations and responsibilities
imposed upon it herein,and that it will cant'out all of its obligations hereunder.
7.02 Limitation on Liabili ty. The Escrow Agent shall not be liable for the performance of
any duties,except such duties as are specifically set forth in this Escrow Agreement, and no implied
covenants or obligations shall be read into this Escrow Agreement. Nothing herein contained shall
relieve the Escrow Agent from liability for its own negligent action,negligent failure to act or willful
misconduct, except that this sentence shall not be construed to limit the effect of the immediately
preceding sentence. The Escrow Agent shall not incur any liability for any error of judgment made
in good faith by a responsible officer thereof, unless it shall be proved that it was negligent in
ascertaining the pertinent facts. 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.
The Escrow Agent is not a principal,participant or beneficiary of the underlying transaction
to which this Escrow Agreement relates.
The liability of the Escrow Agent to transfer funds to the Paying Agents for the Refunded
Obligations for the payments of the principal of and interest on the Refunded Obligations shall be
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limited to the proceeds of the Escrowed Securities and the cash balances from time to time on
deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, the
Escrow Agent shall have no liability whatsoever for the insufficiency of funds from time to time in
the Escrow Fund or any failure of the obligor of the Escrowed Securities to make timely payment
thereon,except for the obligation to notify the City promptly of any such occurrence.
The recitals herein and in the proceedings authorizing the Refunding Bonds shall be taken as
the statements of the City and shall not be considered as made by, or imposing any obligation or
liability upon,the Escrow Agent. In its capacity as Escrow Agent,it is agreed that the Escrow Agent
need look only to the terms and provisions of this Escrow Agreement.
The Escrow Agent makes no representation as to the value, condition or sufficiency of the
Escrow Fund, or any part thereof, or as to the title of the City thereto, or as to the security afforded
thereby or hereby, and the Escrow Agent shall incur no liability or responsibility with respect to any
of such matters.
It is the intention of the City and the Escrow Agent that the Escrow Agent shall never be
required to use or advance its own funds or otherwise incur personal financial liability in the
performance of any of its duties or the exercise of any of its rights and powers hereunder.
Unless it is specifically provided otherwise herein, the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure of performance of the City with respect to arrangements or contracts with
others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund and to
dispose of and deliver the same in accordance with this Escrow Agreement. In determining the
occurrence of any such event or contingency the Escrow Agent may request from the City or any
other person such reasonable additional evidence as the Escrow Agent in its discretion may deem
necessary to 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.
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.
To the full extent permitted by law, the parties agree 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 or willful misconduct. The Escrow Agent's right to indemnification shall survive its
resignation or removal and the termination of this Agreement.
The Escrow Agent shall have only those duties as are specifically provided herein, which
shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a
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fiduciary for any of the parties to this Agreement. The Escrow Agent shall neither be responsible
for, nor chargeable with, knowledge of the terms and conditions of any other agreement,
instrument or document between the other parties hereto,in connection herewith. This Agreement
sets forth all matters pertinent to the escrow contemplated hereunder,and no additional obligations
of the Escrow Agent shall be inferred from the terms of this Agreement or any other Agreement.
IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY,
FOR ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED
HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM THE ESCROW
AGENT'S FAILURE TO ACT IN ACCORDANCE WITH THE STANDARDS SET FORTH IN
THIS AGREEMENT, OR (ii) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE
ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In the event that any escrow property shall be attached, garnished or levied upon by any
court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order,
judgment or decree shall be made or entered by any court order affecting the property deposited
under this Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to
obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal
counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the
event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be
liable to any of the parties hereto or to any other person, firm or corporation, by reason of such
compliance notwithstanding such writ, order or decree be subsequently reversed, modified,
annulled,set aside or vacated.
Any banking association or corporation into which the Escrow Agent may be merged,
converted or with which the Escrow Agent may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any
banking association or corporation to which all or substantially all of the corporate trust business
of the Escrow Agent shall be transferred, shall succeed to all the Escrow Agent's rights,
obligations and immunities hereunder without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
The Escrow Agent shall have the right, but not the obligation, to consult with counsel of
choice and shall not be liable for action taken or omitted to be taken by Escrow Agent either in
accordance with the advice of such counsel or in accordance with any opinion of counsel to the
Issuer addressed and delivered to the Escrow Agent.
The Escrow Agent has the right to perform any of its duties hereunder through agents,
attorneys,custodians or nominees.
7.03 Compensation.
(a) On the Escrow Funding Date,the City will pay the Escrow Agent,as a fee for
performing the services hereunder and for all expenses incurred or to be incurred by the Escrow
Agent in the administration of this Escrow Agreement,the sum of$2,625.00,in cash.This sum does
not include the cost of publication,printing costs or reasonable out-of-pocket expenses of the Escrow
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Escrow Agent. If the Escrow Agent incurs any out-of-pocket expenses or is requested to perform
any extraordinary services hereunder,the City hereby agrees to reimburse the Escrow Agent for such
out-of-pocket expenses and 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 reimbursement of such out-of-pocket expenses and 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.
(b) The Bank of New York Mellon Trust Company,N.A..serves as a Paying Agent for
the Refunded Obligations consisting of Certificates of Obligation, Series 2006, and Wells Fargo
Bank, N.A. (formerly Wells Fargo Bank Texas, National Association) serves as Paying Agent for
the Refunded Obligations consisting of Certificates of Obligation Series 2001 and Series 2003. By
execution of the Consent to Escrow Agreement attached hereto, each of such Paying Agents agrees
to continue to serve as Paying Agent for the life of the Refunded Obligations for which it is now
serving as Paying Agent, and it will serve as Paying Agent for the Refunded Obligations for the
compensation provided under the fee schedule currently in effect and it will look to the City directly
for payment of its fees; and, in the event of nonpayment of such fees, the sole remedy of the Paying
Agent shall be an action against the City for recovery of the fees owing under the paying agency
agreement for which it serves.
7.04 Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or
successors should cease to be the Escrow Agent hereunder, a vacancy shall forthwith exist hereunder
in the office of the Escrow Agent. Any successor Escrow Agent appointed by the City shall succeed,
without further act,to all the rights, immunities,powers and trusts of the predecessor Escrow Agent
hereunder. Any successor Escrow Agent must be qualified under the laws of the State of Texas to
serve as an escrow agent and must be authorized to exercise corporate trust powers. No resignation
or removal of the Escrow Agent and no early termination of this Agreement shall occur until a
successor Escrow Agent has been appointed who is qualified to serve as Escrow Agent hereunder
and who has accepted such appointment. 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
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:
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To the Escrow Agent:
The Bank of New York Mellon Trust Company,N.A.
2001 Bryan, 1 Ph Floor
Dallas,TX 75201
To the City:
City of Beaumont,Texas
801 Main Street
Beaumont,TX 77701
ATTENTION: City Manager
The United States Post Office registered or certified mail receipt showing delivery of the
aforesaid shall be conclusive evidence of the date and fact of delivery. Any party hereto may change
the address to which notices are to be delivered by giving to the other parties not less than ten days
prior notice thereof.
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 holders of the Refunded Obligations or to any other person
or persons in connection with this Escrow Agreement.
8.03 Binding Agreement. This Escrow Agreement shall be binding upon the City,and the
Escrow Agent and their respective successors and legal representatives, and shall inure solely to the
benefit of the holders of the Refunded Obligations, the City, the Escrow Agent and their respective
successors and legal representatives. This Escrow Agreement may not be modified except with the
prior consent of the holders of all of the Refunded Obligations.
8.04 Severability. In case any one or more of the provisions contained in this Escrow
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions of this Escrow
Agreement, but this Escrow Agreement shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein.
8.05 Gov rmng Law. This Escrow Agreement shall be governed exclusively by the
provisions hereof and by the applicable laws of the State of Texas.
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.
[The remainder of this page has intentionally been left blank]
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Executed as of January 1,2011,but effective as set forth herein.
THE CITY OF BEAUMONT,TEXAS
ATTEST:
By: fieu-Irs#w— B y.
Title: Mayor Title: City Clerk
ILI
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THE BANK OF NEW YORK MELLON TRUST
COMPANY,N.A.,as Escrow Agent
By:
Title:
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CONSENT TO ESCROW AGREEMENT
Upon receipt of sufficient funds from the Escrow Agent, THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., as paying agent for one or more series of the Refunded
Obligations (as defined in the foregoing Escrow Agreement), consisting of the City of Beaumont,
Texas, Certificates of Obligation, Series 2006 (maturing on March 1 of the years 2011 through
2014),hereby acknowledges and consents to provide for the full and timely payment of the principal
of and interest on such series of Refunded Obligations. The undersigned further consents to the
management of the Escrow Fund by the Escrow Agent in accordance with the terms and conditions
of the Escrow Agreement and agrees to be bound by the terms of the Escrow Agreement with
respect to its obligations as a paying agent. The undersigned agrees to continue to serve as Paying
Agent for which it is now serving as Paying Agent, and it will serve as Paying Agent for such
Refunded Obligations for the compensation provided under the fee schedule currently in effect and it
will look to the City directly for payment of its fees; and,in the event of nonpayment of such fees,
the sole remedy of the Paying Agent shall be an action against the City for recovery of the fees
owing under the paying agency agreement for which it serves.
THE BANK OF NEW YORK MELLON TRUST
COMPANY,N.A.
T
Title:
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CONSENT TO ESCROW AGREEMENT
Upon receipt of sufficient funds from the Escrow Agent,WELLS FARGO BANK,N.A.,as
paying agent for one or more series of the Refunded Obligations(as defined in the foregoing Escrow
Agreement),consisting of the City of Beaumont,Texas,Certificates of Obligation, Series 2001 (all
maturities) and Series 2003 (maturing on March 1 of the years 2011 through 2018), hereby
aclmowledges and consents to provide for the full and timely payment of the principal of and interest
on such series of Refunded Obligations. The undersigned agrees to continue to serve as Paying
Agent for which it is now serving as Paying Agent, and it will serve as Paying Agent for such
Refunded Obligations for the compensation provided under the fee schedule currently in effect and it
will look to the City directly for payment of its fees; and, in the event of nonpayment of such fees,
the sole remedy of the Paying Agent shall be an action against the City for recovery of the fees
owing under the paying agency agreement for which it serves.
WELLS FARGO BANK,N.A.
Le2VICE PRESIDENT
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EXIMI T "A"
Cash Flow and Yield Verification Report
The City of Beaumont, Texas
January 11, 2011
Contents
Letter
Exhibit A Schedule of Sources and Uses of Funds
Exhibit B Escrow Account Cash Flow
Exhibit B-1 Cash Receipts From and Yield on the SLGS
Exhibit B-2 Debt Service Payment on the 2001 Certificates
Exhibit B-3 Debt Service Payments on the 2003 Certificates
Exhibit B-4 Debt Service Payments on the 2006 Certificates
Exhibit C Debt Service Payments on the Certificates
Exhibit C-1 Net Original Issue Premium on the Certificates
Exhibit C-2 Debt Service Payments on the Bonds
Exhibit C-3 Original Issue Premium on the Bonds
Exhibit C-4 Yield on the Obligations
Appendix I Applicable schedules provided by RBC Capital Markets, LLC
GrantThornton
Audit•Tax-Advisory
Grant Thornton LLP
200 S 6th Street,Suite 500
Report of independent Certified Public Accountants Minneapolis,MN 55402-1459
On Applying Agreed-Upon Procedures T 612.332.0001
F 612.332.8361
City of Beaumont www.GrantThomton.com
801 Main Street
Beaumont,Texas
Orgain,Bell&Tucker,L.L.P.
470 Orleans Street
Beaumont,Texas
The Bank of New York Mellon
Bank of America Merrill Lynch Trust Company,N.A.
1221 McKinley Street,Suite 3330 2001 Bryan Street, 11th Floor
Houston,Texas Dallas,Texas
RBC Capital Markets,LLC Texas Attorney General's Office
1001 Fannin Street,Suite 1200 300 West 15th Street,Seventh Floor
Houston,Texas Austin,Texas
The City of Beaumont,Texas
(A political subdivision of the State of Texas located within Jefferson County,Texas)
$35,380,000 $17,785,000
Certificates of Obligation, General Obligation Refunding
Series 2011 Bonds,Series 2011
Dated January 1,2011
We have performed the procedures described in this report,which were agreed to by The City
of Beaumont,Texas (the"City'D and RBC Capital Markets,LLC(the"Financial Advisor'),to
verify the mathematical accuracy of certain computations contained in the schedules attached in
Appendix I provided by the Financial Advisor. The Financial Advisor is responsible for these
schedules. These procedures were performed solely to assist you in the issuance of the above-
captioned issues (the"Certificates"and the`Bonds",collectively referred to as the
"Obligations') for the purpose,in part,of refunding all or portions of the City's outstanding
Certificates of Obligation,Series 2001 (the"2001 Certificates'),Certificates of Obligation,
Series 2003 (the"2003 Certificates')and Certificates of Obligation,Series 2006(the"2006
Certificates' (collectively referred to as the"Refunded Certificates')as summarized on the
next page. This engagement was performed in accordance with Statements on Standards for
amt Hanson tiP
U.S.member fem of Grant ltmrnon International ltd
Page 2
Attestation Engagements established by the American Institute of Certified Public
Accountants. The sufficiency of these procedures is solely the responsibility of the addressees
of this report who are the specified parties. Consequently,we make no representation
regarding the sufficiency of the procedures described in this report either for the purpose for
which this report has been requested or for any other purpose.
Principal Principal Maturities Redemption Redemption
Series Issued Dated Refunded Refunded Date Price
3-1-12 to
2001 $8,000,000 August 1,2001 $5,250,000 3-1-18 3-1-11 100%
3-1-11 to
2003 $9,000,000 March 1,2003 56,145,000 3-1-18 3-1-13 100%
3-1-11 to
2006 $30,000,000 December 1,2006 $6,560,000 3-1-14 N/A N/A
VERIFICATION OF ESCROW ACCOUNT CASH FLOW SUFFICIENCY
The Financial Advisor provided us with schedules (Appendix I)summarizing future escrow
account cash receipts and disbursements. These schedules indicate that there will be sufficient
cash available in the escrow account to pay the principal and interest on the Refunded
Certificates assuming the 2001 Certificates will be redeemed on Match 1,2011 at 100 percent
of par plus accrued interest,the 2003 Certificates maturing on and after March 1,2014 will be
redeemed on Match 1,2013 at 100 percent of par plus accrued interest,and the 2006
Certificates will be paid on their originally scheduled maturity dates plus accrued interest.
The attached Exhibit A(Schedule of Sources and Uses of Funds)was compiled based upon
information provided by the Financial Advisor.
As part of our engagement to recalculate the schedules attached as Appendix I we prepared
schedules attached hereto as Exhibits B through B-4 independently calculating future escrow
account cash receipts and disbursements and compared the information used in our
calculations to the information listed below contained in applicable pages of the following
documents:
• Subscription confirmation,dated December 6,2010,and Schedule of U.S.Treasury
Securities provided by the Financial Advisor used to acquire certain United States
Treasury Securities-State and Local Government Series(the"SLGS'�insofar as the
SLGS are described as to the principal amounts,interest rates,maturity dates,issuance
date and first interest payment date;and
• Ordinances for the Refunded Certificates provided by Orgain,Bell&Tucker,L.L.P.
insofar as the Refunded Certificates are described as to the maturity and interest
payment dates,principal amounts,interest rates and optional redemption dates and
price,if applicable.
In addition,we compared the interest rates for each maturity of the SLGS,as shown on the
Schedule of U.S.Treasury Securities,with the maximum allowable interest rates shown on the
Department of Treasury,Bureau of Public Debt,SLGS Table for use on December 6,2010
and found that the interest rates were equal to the maximum allowable interest rates for each
maturity.
Page 3
Our procedures,as summarized in Exhibits B through B-4,prove the mathematical accuracy of
the schedules provided by the Financial Advisor summarizing future escrow account cash
receipts and disbursements. The schedules provided by the Financial Advisor and those
prepared by us reflect that the anticipated receipts from the SLGS,together with an initial cash
deposit of 11.22 to be deposited into the escrow account on January 11,2011,will be sufficient
to pay,when due,the principal and interest related to the Refunded Certificates assuming the
2001 Certificates will be redeemed on March 1,2011 at 100 percent of par plus accrued
interest,the 2003 Certificates maturing on and after March 1,2014 will be redeemed on
March 1,2013 at 100 percent of par plus accrued interest,and the 2006 Certificates will be paid
on their originally scheduled maturity dates plus accrued interest.
VERIFICATION OF YIELDS
The Financial Advisor provided us with schedules (Appendix I which indicate that the yield on
the cash receipts from the SLGS is less than the yield on the Obligations. These schedules
were prepared based on the assumed settlement date of January 11,2011 using a 360-day year
with interest compounded semi-annually. The term"yield",as used herein,means that yield
which,when used in computing the present value of all payments of principal and interest to be
paid or received on an obligation produces an amount equal to,in the case of the cash receipts
from the SLGS,the purchase price,and in the case of the Obligations,the issue prices. In
addition,we found that the schedules provided by the Financial Advisor,which assume the
redemption of the March 1,2021 through March 1,2025 maturities of the Bonds identified on
Exhibits C-2 and C-3 at par on March 1,2020 plus accrued interest,correctly treat those Bonds
as yield-to-call Bonds as retired on the respective dates that for each Bond produces the lowest
yield for the issue that includes the Bonds. Those Bonds identified as yield-to-call Bonds on
the attached Exhibits C-2 and C-3 are those Bonds that are subject to optional redemption and
that are issued at an issue price that exceeds the stated redemption price at maturity of such
Bonds by more than one-fourth of one percent multiplied by the product of the stated
redemption price at maturity of such Bonds and the number of complete years to the first
optional redemption date for the Bonds. We found that there are no other yield-to-call
Obligations other than those identified on the attached Exhibits C-2 and C-3.
As part of our engagement to recalculate the schedules attached as Appendix I we prepared
schedules attached hereto as Exhibits B-1 and C-4 independently calculating the yields on(1)
the cash receipts from the SLGS calculated on Exhibit B-1,and(ii)the Obligations using the
Official Statement provided by the Financial Advisor insofar as the Obligations are described
as to the maturity and interest payment dates,dated date,principal amounts,interest rates,
optional redemption date and price,and issue price to the public. The results of our
calculations,based on the aforementioned assumptions,are summarized below.
XWd
• Yield on the cash receipts from the SLGS 0.477623% B-1
• Yield on the Obligations 4.622324% C-4
Our procedures,as summarized in Exhibits B-1 and C,prove the mathematical accuracy of the
schedules provided by the Financial Advisor summarizing the yields. The schedules provided
by the Financial Advisor and those prepared by us reflect that the yield on the cash receipts
from the SLGS is less than the yield on the Obligations.
Page 4
We were not engaged to,and did not,perform an examination in accordance with Statements
on Standards for Attestation Engagements established by the American Institute of Certified
Public Accountants,the objective of which would be the expression of an examination opinion
on the items referred to above. Accordingly we do not express such an opinion. Had we
performed additional procedures,other matters might have come to our attention that would
have been reported to you.
This report is intended solely for the information and use of those to whom this letter is
addressed and is not intended to be and should not be used by anyone other than these
specified parties.
/0.,,� T.A . V h
Minneapolis,Minnesota
January 11,2011
Exhibit A
The City of Beaumont,Texas
SCHEDULE OF SOURCES AND USES OF FUNDS
January 11,2011
Certificates Bonds Total
SOURCES:
Principal amount of the Obligations $35,380,000.00 $17,785,000.00 $53,165,000.00
Net original issue premium 6,124.40 1,603,222.90 1,609,347.30
Accrued interest 47,171.88 24,701.39 71,873.27
$35,433,296.28 $19,412,924.29 $54,846,220.57
USES:
Deposit to Construction Fund $35,000,000.00 $35,000,000.00
Purchase price of the SLGS $19,167,491.00 19,167,491.00
Beginning cash deposit to escrow account 1.22 1.22
Accrued interest deposit to Debt Service Fund 47,171.88 24,701.39 71,873.27
Underwriters' discount 229,970.00 115,602.50 345,572.50
Costs of issuance 151,970.00 101,777.50 253,747.50
Contingency 4,184.40 3,350.68 7,535.08
$35,433,296.28 $19,412,924.29 $54,846,220.57
Exhibit B
The City of Beaumont,Texas
ESCROW ACCOUNT CASH FLOW
Debt service
payments on
the Refunded
Cash receipts Certificates
from SLGS (Exhibits B-2 Cash
Dates Exhibit B-1) through B-4) balance
Cash deposit on
January 11,2011 $1.22
03-01-11 $7,826,016.86 $7,826,016.25 1.83
09-01-11 236,690.92 236,691.25 1.50
03-01-12 2,531,690.80 2,531,691.25 1.05
09-01-12 178,716.38 178,716.25 1.18
03-01-13 6,673,717.05 6,673,716.25 1.98
09-01-13 45,805.97 45,806.25 1.70
03-01-14 1,790,805.55 1,790,806.25 1.00
$19,283,443.53 $19,283,443.75
Exhibit B-1
The City of Beaumont,Texas
CASH RECEIPTS FROM AND YIELD ON THE SLGS
Present value on
January 11,2011
Receipt Interest Cash receipts using a yield of
date Principal rate Interest from SLGS 0.477623%
03-01-11 $7,817,722 0.140% $8,294.86 $7,826,016.86 $7,820,833.26
09-01-11 211,195 0.210% 25,495.92 236,690.92 235,970.62
03-01-12 2,506,478 0.260% 25,212.80 2,531,690.80 2,517,973.14
09-01-12 156,762 0.350% 21,954.38 178,716.38 177,324.56
03-01-13 6,652,037 0.450% 21,680.05 6,673,717.05 6,605,967.02
09-01-13 39,093 0.570% 6,712.97 45,805.97 45,232.94
03-01-14 1,784,204 0.740% 6,601.55 1,790,805.55 1,764,189.47
$19,167,491 $115,952.53 $19,283,443.53 $19,167,491.00
Purchase price of the SLGS $19,167,491.00
The sum of the present values of the cash receipts from the SLGS on January 11,2011,using
a yield of 0.477623%,is equal to the purchase price of the SLGS.
Exbibit B-2
The City of Beaumont,Texas
DEBT SERVICE PAYMENT ON THE 2001 CERTIFICATES
Interest Debt service
Date Principal rate Interest payment
03-01-11 $5,250,000 (1) $114,562.50 $5,364,562.50
(1) Actual matutity dates,principal amounts and interest rates are as follows:
Maturity Principal Interest
date amount rate
03-01-12 $750,000 4.500%
03-01-13 750,000 4.500%
03-01-14 750,000 4.600%
03-01-15 750,000 4.700%
03-01-16 750,000 4.250%
03-01-17 750,000 4.000%
03-01-18 750,000 4.000%
$5,250,000
Exhibit B-3
The City of Beaumont,Texas
DEBT SERVICE PAYMENTS ON THE 2003 CERTIFICATES
Interest Debt service
Date Principal rate Interest payments
03-01-11 $655,000 4.000% $113,235.00 $768,235.00
09-01-11 a 100,135.00 100,135.00
03-01-12 685,000 4.0000% 100,135.00 785,135.00
09-01-12 86,435.00 86,435.00
03-01-13 4,805,000 (1) 86,435.00 4,891,435.00
$6,145,000 $486,375.00 $6,631,375.00
(1) Actual maturity dates,principal amounts and interest rates are as follows:
Maturity Principal Interest
date amount rate
03-01-13 $715,000 4.000%
03-01-14 745,000 3.400%
03-01-15 780,000 3.400%
03-01-16 815,000 3.500%
03-01-17 855,000 3.600%
03-01-18 895,000 3.700%
$4,805,000
Exhibit B-4
The City of Beaumont,Texas
DEBT SERVICE PAYMENTS ON THE 2006 CERTIFICATES
Interest Debt service
Date Principal rate Interest payments
03-01-11 $1,515,000 5.500% $178,218.75 $1,693,218.75
09-01-11 136,556.25 136,556.25
03-01-12 1,610,000 5.500% 136,556.25 1,746,556.25
09-01-12 92,281.25 92,281.25
03-01-13 1,690,000 5.500% 92,281.25 1,782,281.25
09-01-13 45,806.25 45,806.25
03-01-14 1,745,000 5.250% 45,806.25 1,790,806.25
$6,560,000 $727,506.25 $7,287,506.25
Exhibit C
Page 1 of 2
The City of Beaumont,Texas
DEBT SERVICE PAYMENTS ON THE CERTIFICATES
$35,380,000 issue dated January 1,2011
Interest Total debt
Date Principal rate Interest service
09-01-11 $1,132,125.00 $1,132,125.00
03-01-12 849,093.75 849,093.75
09-01-12 849,093.75 849,093.75
03-01-13 849,093.75 849,093.75
09-01-13 849,093.75 849,093.75
03-01-14 849,093.75 849,093.75
09-01-14 849,093.75 849,093.75
03-01-15 $100,000 3.000% 849,093.75 949,093.75
09-01-15 847,593.75 847,593.75
03-01-16 150,000 3.000% 847,593.75 997,593.75
09-01-16 845,343.75 845,343.75
03-01-17 200,000 3.000% 845,343.75 1,045,343.75
09-01-17 842,343.75 842,343.75
03-01-18 200,000 3.000% 842,343.75 1,042,343.75
09-01-18 839,343.75 839,343.75
03-01-19 205,000 3.000% 839,343.75 1,044,343.75
09-01-19 836,268.75 836,268.75
03-01-20 205,000 3.250% 836,268.75 1,041,268.75
09-01-20 832,937.50 832,937.50
03-01-21 215,000 3.500% 832,937.50 1,047,937.50
09-01-21 829,175.00 829,175.00
03-01-22 220,000 3.750% 829,175.00 1,049,175.00
09-01-22 825,050.00 825,050.00
03-01-23 230,000 4.000% 825,050.00 1,055,050.00
09-01-23 820,450.00 820,450.00
03-01-24 240,000 4.000% 820,450.00 1,060,450.00
09-01-24 815,650.00 815,650.00
03-01-25 245,000 4.000% 815,650.00 1,060,650.00
09-01-25 810,750.00 810,750.00
03-01-26 1,715,000 4.500% 810,750.00 2,525,750.00
09-01-26 772,162.50 772,162.50
03-01-27 1,795,000 4.500% 772,162.50 2,567,162.50
09-01-27 731,775.00 731,775.00
03-01-28 1,875,000 4.500% 731,775.00 2,606,775.00
09-01-28 689,587.50 689,587.50
Exhibit C
Page 2 of 2
The City of Beaumont,Texas
DEBT SERVICE PAYMENTS ON THE CERTIFICATES
$35,380,000 issue dated January 1,2011
Interest Total debt
Date Principal rate Interest service
03-01-29 1,965,000 4.750% 689,587.50 2,654,587.50
09-01-29 642,918.75 642,918.75
03-01-30 2,065,000 4.750% 642,918.75 2,707,918.75
09-01-30 593,875.00 593,875.00
03-01-31 2,065,000 5.000% 593,875.00 2,658,875.00
09-01-31 542,250.00 542,250.00
03-01-32 2,170,000 5.000% 542,250.00 2,712,250.00
09-01-32 488,000.00 488,000.00
03-01-33 2,280,000 5.000% 488,000.00 2,768,000.00
09-01-33 431,000.00 431,000.00
03-01-34 2,400,000 5.000% 431,000.00 2,831,000.00
09-01-34 371,000.00 371,000.00
03-01-35 2,175,000 5.000% 371,000.00 2,546,000.00
09-01-35 316,625.00 316,625.00
03-01-36 2,285,000 5.000% 316,625.00 2,601,625.00
09-01-36 259,500.00 259,500.00
03-01-37 2,405,000 5.000% 259,500.00 2,664,500.00
09-01-37 199,375.00 199,375.00
03-01-38 2,525,000 5.000% 199,375.00 2,724,375.00
09-01-38 136,250.00 136,250.00
03-01-39 2,655,000 5.000% 136,250.00 2,791,250.00
09-01-39 69,875.00 69,875.00
03-01-40 2,795,000 5.000% 69,875.00 2,864,875.00
;35;380,000 $37,853,981.25 $73,233,981.25
Exhibit C-1
The City of Beaumont,Texas
NET ORIGINAL ISSUE PREMIUM ON THE CERTIFICATES
Initial Net original
public issue
Maturity Interest offering premium
date Principal rate Yield price discount
03-01-15 $100,000 3.000% 1.940% 104.194% $4,194.00
03-01-16 150,000 3.000% 2.170% 104.013% 6,019.50
03-01-17 200,000 3.000% 2.560% 102.482% 4,964.00
03-01-18 200,000 3.000% 2.870% 100.831% 1,662.00
03-01-19 205,000 3.000% 3.190% 98.645% (2,777.75)
03-01-20 205,000 3.250% 3.430% 98.595% (2,880.25)
03-01-21 215,000 3.500% 3.670% 98.568% (3,078.80)
03-01-22 220,000 3.750% 3.860% 99.008% (2,182.40)
03-01-23 230,000 4.000% 4.050% 99.520% (1,104.00)
03-01-24 240,000 4.000% 4.220% 97.794% (5,294.40)
03-01-25 245,000 4.000% 4.330% 96.533% (8,494.15)
03-01-26 1,715,000 4.500% 4.530% 99.668% (5,693.80)
03-01-27 1,795,000 4.500% 4.610% 98.752% (22,401.60)
03-01-28 1,875,000 4.500% 4.680% 97.889% (39,581.25)
03-01-29 1,965,000 4.750% 4.780% 99.633% (7,211.55)
03-01-30 2,065,000 4.750% 4.820% 99.125% (18,068.75)
03-01-35 11,090,000 5.000% 4.910% 100.650% (1) 72,085.00
03-01-40 12,665,000 5.000% 4.960% 100.284% (1) 35,968.60
$35,380,000 $6,124.40
(1) Maturities were priced to call on March 1,2020 at 100 percent of par.
Exhibit C-2
The City of Beaumont,Texas
DEBT SERVICE PAYMENTS ON THE BONDS
$17,785,000 issue dated January 1,2011 (1)
Interest Total debt Adjusted
Date Principal rate Interest service debt service
09-01-11 $592,833.33 $592,833.33 $592,833.33
03-01-12 444,625.00 444,625.00 444,625.00
09-01-12 444,625.00 444,625.00 444,625.00
03-01-13 444,625.00 444,625.00 444,625.00
09-01-13 444,625.00 444,625.00 444,625.00
03-01-14 444,625.00 444,625.00 444,625.00
09-01-14 444,625.00 444,625.00 444,625.00
03-01-15 444,625.00 444,625.00 444,625.00
09-01-15 444,625.00 444,625.00 444,625.00
03-01-16 444,625.00 444,625.00 444,625.00
09-01-16 444,625.00 444,625.00 444,625.00
03-01-17 444,625.00 444,625.00 444,625.00
09-01-17 444,625.00 444,625.00 444,625.00
03-01-18 444,625.00 444,625.00 444,625.00
09-01-18 444,625.00 444,625.00 444,625.00
03-01-19 $2,170,000 5.000% 444,625.00 2,614,625.00 2,614,625.00
09-01-19 390,375.00 390,375.00 390,375.00
03-01-20 2,290,000 5.000% 390,375.00 2,680,375.00 16,005,375.00
09-01-20 333,125.00 333,125.00
03-01-21 2,400,000 5.000% 333,125.00 2,733,125.00
09-01-21 273,125.00 273,125.00
03-01-22 2,530,000 5.000% 273,125.00 2,803,125.00
09-01-22 209,875.00 209,875.00
03-01-23 2,660,000 5.000% 209,875.00 2,869,875.00
09-01-23 143,375.00 143,375.00
03-01-24 2,795,000 5.000% 143,375.00 2,938,375.00
09-01-24 73,500.00 73,500.00
03-01-25 2,940,000 5.000% 73,500.00 3,013,500.00
$17,785,000 $10,108,958.33 $27,893,958.33 $25,827,958.33
(1) Assumes that the March 1,2021 through March 1,2025 maturities are called on March 1,2020
at 100 percent of par plus accrued interest.
Exhibit C-3
The City of Beaumont,Texas
ORIGINAL ISSUE PREMIUM ON THE BONDS
Initial
public Original
Maturity Interest offering issue
date Principal rate Yield price premium
03-01-19 $2,170,000 5.000% 3.190% 112.880% $279,496.00
03-01-20 2,290,000 5.000% 3.430% 112.223% 279,906.70
03-01-21 2,400,000 5.000% 3.650% 110.406% (1) (2) 249,744.00
03-01-22 2,530,000 5.000% 3.810% 109.106% (1) (2) 230,381.80
03-01-23 2,660,000 5.000% 3.970% 107.825% (1) (2) 208,145.00
03-01-24 2,795,000 5.000% 4.120% 106.640% (1) (2) 185,588.00
03-01-25 2,940,000 5.000% 4.230% 105.781% (1) (2) 169,961.40
$17,785,000 $1,603,222.90
(1) Maturities were priced to call on March 1,2020 at 100 percent of par.
(2) Represents the yield-to-call Bonds included for purposes of computing yield on the Obligations.
Exhibit C-4
Page 1 of 2
The City of Beaumont,Texas
YIELD ON THE OBLIGATIONS
Total debt Total adjusted Present value on
service on the debt service Total adjusted January 11,2011
Certificates on the Bonds debt service on using a yield of
Date (Exhibit C) (Exhibit C-2) the Obligations 4.622324%
09-01-11 $1,132,125.00 $592,833.33 $1,724,958.33 $1,675,325.50
03-01-12 849,093.75 444,625.00 1,293,718.75 1,228,110.50
09-01-12 849,093.75 444,625.00 1,293,718.75 1,200,368.05
03-01-13 849,093.75 444,625.00 1,293,718.75 1,173,252.29
09-01-13 849,093.75 444,625.00 1,293,718.75 1,146,749.06
03-01-14 849,093.75 444,625.00 1,293,718.75 1,120,844.52
09-01-14 849,093.75 444,625.00 1,293,718.75 1,095,525.16
03-01-15 949,093.75 444,625.00 1,393,718.75 1,153,545.18
09-01-15 847,593.75 444,625.00 1,292,218.75 1,045,375.91
03-01-16 997,593.75 444,625.00 1,442,218.75 1,140,366.81
09-01-16 845,343.75 444,625.00 1,289,968.75 996,941.34
03-01-17 1,045,343.75 444,625.00 1,489,968.75 1,125,497.56
09-01-17 842,343.75 444,625.00 1,286,968.75 950,194.22
03-01-18 1,042,343.75 444,625.00 1,486,968.75 1,073,058.02
09-01-18 839,343.75 444,625.00 1,283,968.75 905,634.17
03-01-19 1,044,343.75 2,614,625.00 3,658,968.75 2,522,516.58
09-01-19 836,268.75 390,375.00 1,226,643.75 826,553.11
03-01-20 1,041,268.75 16,005,375.00 17,046,643.75 11,227,115.21
09-01-20 832,937.50 832,937.50 536,189.98
03-01-21 1,047,937.50 1,047,937.50 659,353.99
09-01-21 829,175.00 829,175.00 509,925.16
03-01-22 1,049,175.00 1,049,175.00 630,645.29
09-01-22 825,050.00 825,050.00 484,723.95
03-01-23 1,055,050.00 1,055,050.00 605,848.77
09-01-23 820,450.00 820,450.00 460,490.09
03-01-24 1,060,450.00 1,060,450.00 581,748.61
09-01-24 815,650.00 815,650.00 437,346.83
03-01-25 1,060,650.00 1,060,650.00 555,867.42
09-01-25 810,750.00 810,750.00 415,301.08
03-01-26 2,525,750.00 2,525,750.00 1,264,571.67
09-01-26 772,162.50 772,162.50 377,866.83
03-01-27 2,567,162.50 2,567,162.50 1,227,892.68
09-01-27 731,775.00 - 731,775.00 342,106.72
03-01-28 2,606,775.00 2,606,775.00 1,191,144.81
09-01-28 689587.50 689,587.50 307,983.45
03-01-29 2,654,587.50 2,654,587.50 1,158,809.45
Exhibit C-4
Page 2 of 2
The City of Beaumont,Texas
YIELD ON THE OBLIGATIONS
Total debt Total adjusted Present value on
service on the debt service Total adjusted January 11,2011
Certificates on the Bonds debt service on using a yield of
Date (Exhibit C) (Exhibit C-2) the Obligations 4.622324%
09-01-29 642,918.75 642,918.75 274,314.05
03-01-30 2,707,918.75 2,707,918.75 1,129,287.64
09-01-30 593,875.00 593,875.00 242,070.00
03-01-31 2,658,875.00 2,658,875.00 1,059,304.54
09-01-31 542,250.00 542,250.00 211,154.07
03-01-32 2,712,250.00 2,712,250.00 1,032,301.59
09-01-32 488,000.00 488,000.00 181,540.56
03-01-33 2,768,000.00 2,768,000.00 1,006,460.95
09-01-33 431,000.00 431,000.00 153,174.01
03-01-34 2,831,000.00 2,831,000.00 983,387.49
09-01-34 371,000.00 371,000.00 125,960.88
03-01-35 2,546,000.00 2,546,000.00 844,884.17
09-01-35 316,625.00 316,625.00 102,697.76
03-01-36 2,601,625.00 2,601,625.00 824,778.70
09-01-36 259,500.00 259,500.00 80,409.45
03-01-37 2,664,500.00 2,664,500.00 806,979.36
09-01-37 199,375.00 199,375.00 59,019.35
03-01-38 2,724,375.00 2,724,375.00 788,256.49
09-01-38 136,250.00 136,250.00 38,531.34
03-01-39 2,791,250.00 2,791,250.00 771,530.98
09-01-39 69,875.00 69,875.00 18,877.89
03-01-40 2,864,875.00 2,864,875.00 756,509.31
$73,233,981.25 $25,827,958.33 $99,061,939.58 $54,846,220.57
The present value of the future payments is equal to:
Principal amount of the Certificates $35,380,000.00
Principal amount of the Bonds 17,785,000.00
Accrued interest on the Certificates 47,171.88
Accrued interest on the Bonds 24,701.39
Net original issue premium on the Certificates 6,124.40
Original issue premium on the Bonds 1,603,222.90
$54,846,220.57
'I'he sum of the present values of the adjusted debt service payments of the Obligations on
January 11,2011,using a yield of 4.622324%,is equal to the issue prices of the Obligations.
APPENDIX I
Applicable schedules provided by
RB C Capital Markets, LLC
City of Beaumont,General Obligation Debt
Sources&Uses Report
FINAL NUMBERS-Certificates of Obligation,Series 2011
Sources of Funds:
Principal Amount of Current Interest Bonds(Cl8s) 35,380,000.00
CIB Premlum 124,893.10
CIB Discount -118,768.70
Accrued Interest 47,171.88
Total SOURCES of Funds $35433 296.28
Uses of Funds:
Deppsit to Construction Fund 35,000,000.00
Accrued Interest De sit to D/S Fund 47 171.88
Issuance Expenses: ($381,940.00)
Underwriter's Discount 229,970 00
Rating Agency 36,000.00
Bond Counsel 53,070.00
Printing 6,900.00
Trustee 500.00
Financial Advisor 41,000.00
Attorney General 91500.00
Miscellaneous 5,000.00
Rounding Amount 4,18440
Total USES of Funds $35,433,296.28
Miscellaneous Bond Issuance Information:
Delivery Date: 01/11/2011
Principal Amount of the New Money Bonds 35,380,000.00
Proceeds of"The new Bonds" 35 386 124.40
"All Costs included"TIC on the New Issue is 4.73058343%
Federal ArbilregsYleld on the New Issue is 4.62232407%
BEAUMONTGO_2011:RUN11 NEW11 NEW11REF Prepared by:RBC Capital Markets-Houston,Texas(713)651-3340(JHR) 12/0612010 13:05 v9.18
Page-2
City of Beaumont,General Obligation Debt
Sources&Uses Report
FINAL NUMBERS-General Obligation Refunding Bonds,Series 2011
Sources of Funds:
Principal Amount of Current Interest Bonds(CIBs) 17,785,000.00
CIB Premium 1,603,222.90
Accrued Interest 24,701.39
Total SOURCES of Funds $19,412,924.29
Uses of Funds:
SLG Escrow Cost 19,167,492.22
Accrued Interest Deposit to D/S Fund 24,701.39
Issuance Expenses: ($217,380.00)
Underwriter's Discount 115,602.50
Rating Agency 10,000.00
Bond Counsel 26,677.50
Verification Agent 5,000.00
Printing 3,100.00
Trustee 2,500.00
Financial Advisor 40,000.00
Attorney General 9,500.00
Miscellaneous 5,000.00
Rounding Amount 3,350.68
Total USES of Funds $19,412,924.29
Miscellaneous Bond issuance information:
Delivery Date: 01/11/2011
Principal Amount of Bonds Being Refunded 17,955,000.00
Principal Amount of the Refunding Bonds 17,785,000.00
Proceeds of"The new Bonds" 19 388 222.90
RateMeid on the Refunded Bonds 4.22107603%
"Ail Costs Included"TIC on the New Issue is 4.73058343%
Federal Arbitrage Yield on the New Issue Is 4.62232407%
Yield on Escrow 0.47762312%
Total Debt Service Savings -7,238,048.19
Present Value Savings 4.62232407% -320,503.66
Total Debt Service Savings as a Percent of
Total Debt Service of Refunded Bonds -35.08300593%
Present Value Savings as a Percent of
Principal Amount of Bonds Being Refunded -1.78503848%
BEAUMONTGO_2011:RUNIIREF NEWIIREF NEW11 AGGREF Prepared by.RBC Capital Markets-Houston,Texas(713)651-3340(JHR) 12/06/2010®13:01 v9.18
Page-2
City of Beaumont,General Obligation Debt
Escrow Sufficiency&Balance Report
FINAL NUMBERS-General Obligation Refunding Bonds,Series 2011
Escrow Settlement Date In 01/1112011
Proceeds from Less Amts to Plus Maturing Adjusted Proceeds from
Original be Invested Amts Invested Proceeds from Present Value 'Other' Old D1S Escrow Escrow
Dates Restricted In 0%SLGa In 0%SLGs Rstrclrd Esc OA7762312% Investments Requirement New Balance Old Balance
0111112011 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.22 1.22
03/0112011 7,826,016.86 0.00 0.00 7,826,016.86 7,820,833.26 0.00 7,826,016.25 1.83 1.83
09/0112011 236,690.92 0.00 0.00 236,690.92 235,970.62 0.00 236,691.25 1.50 1.50
03/0112012 2,531,690.80 0.00 0.00 2,531,690.80 2,517,973.14 0.00 2,531,691.25 1.05 1.05
09/01/2012 178 716.38 0.00 0.00 178,716.38 177 324.56 0.00 178,716.25 1.18 1.18
03/01/2013 6,673,717.05 0.00 0.00 6,673,717.05 6,605,967.02 0.00 6,673,716.25 1.98 1.98
09/01/2013 45,805.97 0.00 0.00 45,805.97 45,232.94 0.00 45,806.25 1.70 1.70
03/01/2014 1,790,805.55 0.00 0.00 1,790,805.55 1,764,189.47 0.00 1,790,806.25 1.00 1.00
Totals $19,283143.59 $0.00 60.00 =19289413.33 $18167491.00 50.00 :19283443.75
Cost of SLG Securities $19,167,491.00 Escrow Arbitrage YLD after Reinvestment in 0%SLGs=0.47762312%
Cost of'Other'Restricted Investments $0.00
Escrow Starting Balance $1,22
Total Escrow Cost... $19,167,492.22 SLG Rates Were Taken From SLG Table Dated IZVW010
BEAUMONTGO 2011:RUNIIREFAGGREF Prepared by.RSC Capital Markets-Houston,Texas(713)651-3340(JHR) 12/06/2010 13:03 v9.18
Page-6
City of Beaumont,General Obligation Debt
U.S.Treasury SLG Investments
FINAL NUMBERS-General Obligatlon Refunding Bonds,Series 2011
Escrow Settlement Date Is 01/11/2011
Payment SLG SLG Rates Total Receipts PV'd SLG Rates
Dates Principal Subscribed Interest SLG RerAlots 910.47762312% From Table
0310112011 7,817,722 0.140000 8294.86 7,826,016.86 7,820,833.26 0.140000
09/01/2011 211,195 0.210000 25,495.92 236,690.92 235,970.62 0.210000
03/01/2012 2,506,478 0.260000 25,212.80 2,531,690.80 2,517,973.14 0.260000
09/01/2012 156,762 0.350000 21,954.38 178,716.38 177,324.56 0.350000
03/01/2013 6,852 037 0.450000 21 680.05 6,673 717.05 6,605 967.02 0.450000
09/01/2013 39,093 0.570000 6,712.97 45,805.97 45,232.94 0.570000
03/01/2014 1,784,204 0.740000 6,601.55 1,790,805.55 1,784,189.47 0.740000
Totals $19,167,491
$115,952.53 $19,283,443.53 $19,167,491.00
SLG Rates were taken from a SLG table dated 12/0612010
BEAUMONTGO 2011:RUNIIREFAGGREF Prepared by:RBC Cap/tal Mar*ots-Houston,Texas(713)6514340(JHR) 12ro612010 @ 13:03 v9.18
Page-5
City of Beaumont,General Obligation Debt
FINAL NUMBERS-General Obligation Refunding Bonds,Series 2011
Dated Date=09/0112010 Certificates of Obligation,Sodas 2001 Delivery Date=09/0112010
Bonds to be Refund
Term Bond Bond Coupon interest Total Fiscal Year Debt Service
Dates Maturities Redem ons Proceeds Rate Yield Price Amount Debt Service Debt Service to Call
03/01/2011 - - - -
09/01/2011 114,562.50 114,562.50 5,364,562.50
- - 114,562.50 114,562.50 229,125.00
03/01/2012 - 750,000.00 • 750,000.00 4.500 4.500000 100.000000 114,562.50 864,56250
09/01/2012 - 97,687.50 97,687.50 962,250.00
03/01/2013 750,000.00 • 750,000.00 4.500 4.500000 100.000000 97,687.50 847 687.50
09/012013 - - 80,812.50 80,812.50 928,500.00
03/012014 - 750,000.00 - 750,000.00 4.600 4.600000 100.000000 80,81250 830,812.50
091012014 - - 63,56250 63,562.50 894,375.00
03/012015 - 750,000.00 - 750,000.00 4.700 4.700000 100.000000 63,562.50 813,562.50
091012015 - - -- 45 937.50 45,937.50 859 500.00
03/012016 - 750,000.00 • 750,000.00 4.250 4.250000 100.000000 45,937.50 795,937.50
09/012016 - - 30,000.00 30,000.00 825,937.50
03/01/2017 - 750,000.00 • 750,000.00 4.000 4.000000 100.000000 30,000.00 780,000.00
09/012017 - - 15,000.00 15,000.00 795,000.00
03/012018 - 750,000.00 • 750,000.00 4.000 4.000000 100.000000 15,000.00 765,000.00 765,000.00
Total - 5,250,000.00 5,250,000.00 1,009,687.50 6,259,687.50 6,259,687.50 5,364,562.50
Acc Int _
Grand Ttls 5,250,000.00 5 250 000.00 1,009 687.50 6 259 687.50 6 259 687.50 5,364,562.50
-Bonds callable... 03/012011 @100.000
TIC(Intl.all expenses)....4.28234698% Average Coupon.......427380952%
TIC(Arbitrage TIC).........4.28234698% Average Life(yrs)... 4.50 IRS Form 8038-G NIC =4.273810%(with Adjstmnt of$0.00).
Bond Years.................. 23,625.00 WAM ............. 4.500000 NIC= 4.273810% with Ad' tmnt of$0.00).
BEAUMONTGO 2011:OLOOIR Prepared by:RBC Cap/ta/Marketr-Houston,Texas(713)651.3340(JHRj 1211 M010 13:03 v9.18
Page-8
City of Beaumont,General Obligation Debt
FINAL NUMBERS-General Obligation Refunding Bonds,Series 2011
Dated Date=09/01/2010 Certificates of Obl tlon Series 2003 Delivery Date=09/01/2010
Term Bond Bond Coupon Interest Total Fiscal Year Debt Service
Dates Maturities Redem bons Proceeds Rate Yield Price Amount Debt Service Debt Service to Call
03/01/2011 - 655,000.00 655,000.00 4.000 4.000000 100.000000 113,235.00 768,235.00 768,235.00
09/01/2011 - - - 100,135.00 100,135.00 868,370.00 100,135.00
03/01/2012 - 685,000.00 685,000.00 4.000 4.000000 100.000000 100,135.00 785,135.00 785,135.00
09/01/2012 - - - 86,435.00 86,435.00 871,570.00 86,435.00
031012013 715000.00 715000.00 4.000 4.000000 100.000000 86 435.00 801,435.00 4,891,435.00
09/01/2013 - 72,135.00 72,135.00 873,570.00
03/01/2014 745,000.00 * 745,000.00 3.400 3.400000 100.000000 72,135.00 817,135.00
09/01/2014 - 59,470.00 59,470.00 876,605.00
03/01/2015 - 780,000.00 * 780,000.00 3.400 3.400000 100.000000 59,470.00 839,470.00
09/01/2015 - - 46 10.00 46,210.00 885,680.00
03/01/2016 - 815,000.00 * 815,000.00 3.500 3.500000 100.000000 46,210.00 861,210.00
09/11/2016 - - 31,947.50 31,947.50 893,157.50
03/018017 - 855,000.00 * 855,000.00 3.600 3.600000 100.000000 31,947.50 886,947.50
09/018017 - - - - 16,557.50 16,557.50 903,505.00
03/018018 - 895,000.00 * 895,000.00 3.700 3.700000 100.000000 16,557.50 911,557.50 911,557.50
Total - 6,145,000.00 6,145,000.00 939,015.00 7,084,015.00 7,084,015.00 6,631,375.00
Acc Int -
Grand Ttis 6145 000.00 6145 000.00 939 015.00 7 084 015.00 7,084,015.00 6 631 375.00
*-Bonds callable... 031018013 @100.000
TIC(Ind.all expenses)....3.61087950% Average Coupon.......3.60986064%
TIC(Arbitrage TIC).........3.61087950% Average Life(yrs)... 4.23 IRS Form 8038-G NIC =3.609861%(with Ad)stmnt of$0.00).
Bond Years.................. 26,012.50 WAM ............. 4.233116 NIC= 3.609861% with Adjstmnt of$0.00).
BEALWONTGO 2011:OLD03R Prepared by:RBC Capital Marfrets-Houston,Texas(713)651-3340{JHR} 12/06/2010(a 13:03 v9.18
Page4
City of Beaumont,General Obligation Debt
FINAL NUMBERS-General Obligation Refunding Bonds,Series 2011
Dated Date=09/0112010 Certificates of Obligation.Series 2006 Delivery Date a 09101/2010
Bonds to Restructure
Term Bond Bond Coupon Interest Total Fowl Year
Dates Maturities Redemptions Proceeds Rate Yield Price Amount Debt Service Debt Service
03/01/2011 - 1,515,000.00 1,515,000.00 5.500 5.500000 100.000000 178,218.75 1,693,218.75
09101/2011 136,556.25 136,556.25 1,829,775.00
03/0112012 - 1,610,000.00 1,610,000.00 5.500 5.500000 100.000000 136,556.25 1,746,556.25
09/01/2012 - 92,281.25 92,281.25 1,838,837.50
03/0112013 1,690 000.00 1,690.000.00 5.500 5.500000 100.000000 92,281.25 1,782,281.25
09/01/2013 - - -
03/0112014 45,806.25 45,806.25 1,828,087.50
- 1,745,000.00 1,745,000.00 5.250 5.250000 100.000000 45,806.25 1,790,806.25 1,790,806.25
Total - 6,560,000.00 6,560,000.00 727,506.25 7,287,506.25 7,287,506.25
Acc Int
Grand Ttis - 6,560,000.00 6,580,000.00 72T 508.25 7,287,506.25 7 287 506.25
TIC(Intl.all expenses)....5.38940848% Average Coupon.......5.38694002%
TIC(Arbitrage TIC).........5.38940848% Average Life(yrs)... 2.06 IRS Form 8038-G NIC =5.386940°/a(with Adjstmnt of$0.00).
Bond Years.................. 13,505.00 WAM ............. 2.058689 NIC= 5.386064% with Ad stmnt of-118.31 .
REAUMONTGO 2011:OLD06R Prepared by.ROC Capita/Markets-Houston,Texas(713)651-3340(JH)o 12/06/2010 @ 13:03 v9.18
Page-10
City of Beaumont,General Obligation Debt
FINAL NUMBERS-Certificates of obligation,Series 2011
Dated Date a 01/0112011 Certificates of Obligation,Series 2011 Dslive Date a 0111112011
Term Bond Bond Coupon Interest Total FIscal Year Debt Service
Dates Maturkles Redem Mons Proceeds Rate Yield Price Amount Debt Service Debt Service to Call
09/01/2011 - - - - 1,132,125.00 1,132,125.00 1,132,125.00 1,132,125.00
03/0112012 - - - - - 849,093.75 849,093.75 849,093.75
09/01/2012 - - - - - 649,093.75 849,093.75 1,698,187.50 849,093.75
03/01/2013 - - -
09/01/2013 849,093.75 849,093.75 - 849,093.75
- - -
03/01/2014 - 849 093.75 849 093.75 1,698,187.50 849 093.75
- - -
09/01/2014 - 849,093.75 849,093.75 849,093.75
03/01/2015 - - 104.19400 849,093.75 849,093.75 1,698,187.50 849,093.75
09/01/2015 - 100,000.00 104,194.00 3.000 1.940000 0 849,093.75 949,093.75 949,093.75
03/0112016 - - 2.17000 01300
- 847,593.75 847,593.75 1,796,687.50 847,593.75
09/01/2016 150 000.00 156 019.50 3.000 0 104. 0 847,593.75 997 593.75 997,593.75
- 845,343.75 845,343.75 1,842,937.50 845,343.75
2.56000
03/01/2017 - 200,000.00 204,964.00 3.000 0 102.482000 845,343.75 1,045,343.75
09/01/2017 - 1,045,343.75- - 842,343.75 842,343.75 1,887,687.50 842,343.75
03/01/2018 - 200,000.00 201,662.00 3.000 2.870000 100.831000 842,343.75 1,042,343.75 1,042,343.75
09/01!2018 - - - 839 343.75 839 343.75 1,881,687.50 839 343.75
03/01/2019 - 205,000.00 202,222.25 3.000 3.190000 98.645000 839,343.75 1,044,343.75 1,044,343.75
09/01/2019 - - - - 836,268.75 836,268.75 1,880,612.50 836,268.75
03/01/2020 - 205,000.00 202,119.75 3.250 3.430000 98.595000 836,268.75 1,041,268.75 35,361,268.75
09/01/2020 - - - 832,937.50 832,937.50 1,874,206.25
03/01/2021 - 215,000.00 - 211 921.20 3.500 3.670000 98.568000 832 937.50 1,047 937.50
09/01/2021 - - 829,175.00 829,175.00 1,877,112.50
03/01/2022 - 220,000.00 - 217,817.60 3.750 3.860000 99.008000 829,175.00 1,049,175.00
09/01/2022 - - 825,050.00 825,050.00 1,874,225.00
03/01/2023 - 230,000.00 - 228,896.00 4.000 4.050000 99.520000 825,050.00 1,055,050.00
09/0112023 - - - 820,450.00 820450.00 1,875,500.00
03/01/2024 - 240,000.00 - 234,705.60 4.000 4.220000 97.794000 820,450.00 1,060,450.00
09/0112024 - 815,650.00 815,650.00 1,876,100.00
03101/2025 - 245,000.00 - 236,505.85 4.000 4.330000 96.533000 815,650.00 1,060,650.00
09/01/2025 - - - 00 4.530000 810,750.00 810,750.00 1,871,400.00
03/0112026 1,715 000.00 - 1,709 306.20 4.5 99.668000 810,750.00 2,525 750.00
09/01/2026 - 772,162.50 772,162.50 3,297,912.50
03/01/2027 - 1,795,000.00 - 1,772,598.40 4.500 4.610000 98.752000 772,162.50 2,567,162.50
09/01/2027 731,775.00 731,775.00 3,298,937.50
03/01/2028 - 1,875,000.00 - 1,835,418.75 4.500 4.680000 97.889000 731,775.00 2,606,775.00
09/0112028 - - - 689,587.50 689 587.50 3 296,362.50
09/01/2029 - 1,965,000.00 - 1,957,788.45 4.750 4.780000 99.633000 689,587.50 2,654,587.50
09/01/2029 - -
03 10 642,918.75 642,918.75 3,297,506.25
1/2030 - 2,065,000.00 ' 2,046,931.25 4.750 4.820000 99. 0 642,918.75 2,707,918.75
09/01/203 - 12500 593,875.00 593,875.00 3,301,793.75
03/01/2031 1 - 1 2065,000.00 - 2,078,422.50 5.000 4.910038 100.650000 593 875.00 2,658,875.00
09/0112031 - 542,250.00 542,250.00 3,201,125.00
03/0112032 - (1) 2,170,000.00 - 2,184,105.00 5.000 4.910038 100.650000 542,250.00 2,712,250.00
09/0112032 - - 488,000.00 488,000.00 3,200,250.00
65000
03/01/2033 - (1) 2,280,000.00 - 2,294,820.00 5.000 4.910038 100. 0 488,000.00 2,768,000.00
09/0112033 431000.00 431 000.00 3,199 000.00
03/01/2034 - (1) 2,400,000.00 ' 2,415,600.00 5.000 4.910038 100.650000 431,000.00 2,831,000.00
09/01/2034 - - - - 371,000.00 371,000.00 3,202,000.00
Page-3
Term Bond Bond Coupon Interest Total Fiscal Year Debt Service
Dates Maturities Redem tions Proceeds Rate Yield Price Amount Debt Service Debt Service to Call
03/01/2035 11,090,000.00 (1) 2,175,000.00 ' 2,189,137.50 5.000 4.910000 100.650000 371,000.00 2,546,000.00
09/01/2035 - - 316,625.00 316,625.00 2,862,625.00
03101/2036 - 2 2,285,000.00 ' 2,291,489.40 5.000 4.960127 100.284000 316,625.00 2,601 625.00
0 /01/203 -
- 259,500.00 259,500.00 2,861,125.00
033/01/2037 7 - (2) 2,405,000.00 ' 2,411,830.20 5.000 4.960127 100.284000 259,500.00 2,664,500.00
09/01/2037 - - 199,375.00 199,375.00 2,863,875.00
03/01/2038 (2) 2,525,000.00 • 2,532,171.00 5.000 4.960127 100.284000 199,375.00 2,724,375.00
0910112038 - 136 250.00 136 250.00 2,860 625.00
03/0112039 (2) 2,655,000.00 " 2,662,540.20 5.000 4.960127 100.284000 136,250.00 2,791,250.00
09/01/2039 - - - 69,875.00 69,875.00 2,861,125.00
03/01/2040 12,665,000.00 (2) 2,795,000.00 ' 2,802,937.80 5.000 4.960000 100.284000 69,875.00 2,864,875.00 2,864,875.00
Total 23,755,000.00 35,380,000.00 35,386,124.40 37,653,981.25 73,233,981.25 73,233,981.25 50,877,568.75
Acc Int -47,171.88 -47,171.88
-Bonds s c c allab le... 03/01/2020100.000
Grand 23 755 000.00 35 380 000.00 S5 39612440 37 03/01/2020100.000 37,806,809.37 73 188 809.37 73 233 981.25 50 877 568.75
TIC(Intl.all expenses)....4.93829912% Average Coupon.......4.88065858%
TIC(Arbitrage TIC).........4.85590073% Average Life(yrs)... 21.92 IRS Form 8038-G NIC =4.875194%(with Adjstmnt of$0.00).
Band Years.................. 775,591.67 WAM ............. 21.911635 NIC= 4.879869% with Ad stmnt of$0.00).
Term bonds and their respective sinking payments are marked by "(n)" where each"n"Identifies each respective term bond.
BEAUMONTGO 2011:NEW11 Prepared by.RBC Capita/Markets•Houston,Texas(713)651-3340(JHR) 12(OWM10 13:05 v9.f8
Page-4
City of Beaumont,General Obligation Debt
FINAL NUMBERS-General Obligation Refunding Bonds,Series 2011
Dated Date=01/0112011 General Obligation Refundln Bonds Series 2011 Delivery Date=01/11/2011
Term Bond Bond Coupon Interest Total Fiscal Year Debt Service
Dates Maturities Redemptions Proceeds Rate Yield Price
09/01/2011 - Amount Debt Service Debt Service to Call 03/01/2012 - 592,833.33 592,833.33 592,833.33 592,833.33
- - 444,625.00 444,625.00
09/01/2012 _ _ _ _ - - 444,625.00
03/0112013 _ _ 444.625.00 444,625.00 889,250.00 444,625.00
09/01/2013 444,625.00 444,625.00 - 444,625.00
03/0112014 _ _ - 444,625.00 444 625.00 889,250.00 444 825.00
09/01/2014 _ 444.625.00 444,625.00 - 444,625.00
03/01/2015 - 444,625.00 444,625.00 889,250.00 444,625.00
09/01/2015 - _ 444,625.00 444,625.00 - 444,625.00
03/01/2016 - 444,625.00 444,625.00 889,250.00 444,625.00
09/01/2016 _ _ _ - - 444 625.00 444,625.00 - 444,625.00
03/01/2017 - 444,625.00 444,625.00 889,250.00 444,625.00
09/01/2017 - _ 444,625.00 444,625.00 - 444,625.00
03/01/2018 - _ - 444,625.00 444,625.00 889,250.00 444,625.00
09/0112018 _ - 444,625.00 444,625.00 - 444,625.00 444,625.00 0 03/01/2019 - 2,170,000.00 2,449,496.00 5.000 3.190000 112.880000 444,625.00
2,,625.00 889 250.00 444 625.00
09/01/2019 - _ _ - 2.614,625.00
03101/2020 - 2,290,000.00 2,569,906.70 5.000 3.430000 112.223000 390,375.00 2,680,375.00 3,005,000.00 390,375.00
09/01/2020 - _ - 16,005,375.00
03/01/2021 2_400,000.00 - 2 649 744.00 5.000 3.650000 110.406000 333125.00 2.73312.r%, .00 3,013,500.00
09/01/2021 - - - 273,125.00 273,125.00 3,006,250.00
03/01/2022 - 2,530,000.00 ' 2,760,381.80 5.000 3.810000 109.106000 273,125.00 2,803,125.00
09/01/2022 - - 209,875.00 209,875.00 3,013,000.00
03/01/2023 - 2,660,000.00 • 2,868,145.00 5.000 3.970000 107.825000 209,875.00 2,869,875.00
03/01/2023 143,375.00 143 375.00 3,013,250.00
03/01/2024 - 2,795,000.00 • 2,980,588.00 5.000 4.120000 106.640000 143,375.00 2,938,375.00
0910112024 - - -
03/0112025 - - 73,500.00 73,500.00 3,011,875.00
2,940,000.00 • 3,109,961.40 5.000 4,230000 105.781000 73,500.00 3,013,500.00 3,013,500.00
Total - 17,785,000.00 19,388,222.90 10,108,958.33 27,895,956.33 27,893,958.33 25,827,958.33
ACC Itl - - -24,701.39 -24,701.39
Grand Ttls 17 785 000.00 18 388 222.90 10 084 56.94 27 869 256.94 27 893 958.33 25 827 958.33
-Bonds callable... 03/01/2020(0100.000
TIC(Incl.all expenses)....4.12634816% Average Coupon.......5.00000000%
TIC(Arbitrage TIC).........3.80770149°/. Average Life(yrs)... 11.37 IRS Form 8038-G NIC =3.872894%(with Adjstmnt of$0.00).
Bond Years.................. 202,179.17 WAM(Yrs)............. 11.294713 NIC= 4.207029% with Ad stmnt of$0.00).
BEAUMONTGO 2011:NEW11REF Prepared by:RBC Capita/Markets-Houston,Texas(713)631-3340(JHR) 1210612010 13:03 v9.ia
Page-4