HomeMy WebLinkAboutPACKET JUL 22 2014hI('If 'A IT11 01'1'0RTt, 1% 1TY
BEA.[IMON*
T• E• X - A - S
REGULAR MEETING OF THE CITY COUNCIL
COUNCIL CHAMBERS JULY 22, 2014 1:30 P.M.
CONSENT AGENDA
* Approval of minutes — July 15, 2014
* Confirmation of committee appointments
A) Approve a three year contract with Cigna for Basic Life and Accidental Death and
Dismemberment (AD &D), Supplemental Life and Accidental Death and Dismemberment
(AD &D) and Dependent Life Insurance effective January 1, 2015
B) Approve a change order to the contract with Insituform Technologies, LLC, related to the
Karen Street Sanitary Sewer Rehabilitation
C) Authorize the City Manager to execute an Agreement for Transfer of Entitlements to the
Texas Department of Transportation, Aviation Division, for FY2013 and FY2014
U
RICH WITH t3Y'IgORT'UNITY
1111EAltilicl
T • E • X • A - S City Council Agenda Item
TO:
City Council
FROM: Kyle Hayes, City Manager
PREPARED BY: Laura Clark, Chief Financial Officer
MEETING DATE: July 22, 2014
REQUESTED ACTION: Council consider a resolution approving a three year
contract with Cigna for Basic Life and Accidental Death
and Dismemberment (AD &D), Supplemental Life and
Accidental Death and Dismemberment (AD &D) and
Dependent Life Insurance effective January 1, 2015 for an
estimated annual amount of $98,918.
BACKGROUND
The City provides basic life and accidental death and dismemberment (AD &D) insurance for
approximately 1263 employees. The City- sponsored basic life and accidental death and
dismemberment (life /AD &D) insurance is provided at no cost to the employee. The amount of
the insurance is 100 11'0 of the employee's annual base salary rounded to the next highest $1000 to
a maximum benefit of $50,000. Employees may elect to purchase supplemental life and
accidental death and dismemberment and dependent life at a group rate. The supplemental
insurance is offered to all employees with approximately 947 currently participating.
In June 2014, City staff began analyzing the City's life insurance cost. Staff also began working
with the City's benefit consultant, Holmes Murphy & Associates to solicit bid proposals on the
City's behalf. The City received a total of seven (7) proposals from the following companies:
Cigna, Aetna, Dearborn National, Guardian Life, Met Life, Minnesota Life and The Standard.
Upon receipt and review of the proposals, six bidding carriers were eliminated from
consideration because their proposed rates were higher for basic and supplemental life coverage
or they were not able to match the City's current benefits. Cigna, the incumbent carrier, offered
the same coverage of benefits currently provided to employees and dependents at the current rate
of $0.155 per $1000. The estimated annual premium of $98,918 is based on salary volume of
$53,181,760 times rate of $0.155 divided by 1000 times 12 months.
Basic Life /AD &D and Supplemental Life /AD &D /Dependent Life
July 22, 2014
Page 2
FUNDING SOURCE
Employee Benefits Fund.
RECOMMENDATION
Approval of resolution.
RESOLUTION NO.
BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF BEAUMONT:
THAT the City Manager be and he is hereby authorized to execute a three (3) year contract
with CIGNA in the estimated annual amount of $98,918 for Basic Life and Accidental Death
and Dismemberment (AD &D), Supplemental Life and Accidental Death and
Dismemberment and Dependent Life Insurance effective January 1, 2015.
2014
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 22nd day of July,
- Mayor Becky Ames -
RICH WITH OPPORTUNITY
r A, [I 1�1 C1 11
T • E • % • A • S
TO:
FROM:
PREPARED BY:
MEETING DATE:
City Council Agenda Item
City Council
Kyle Hayes, City Manager
Dr. Hani J. Tohme, P.E., Director of City Utilities
July 22, 2014
�Iwv]
REQUESTED ACTION: Council consider a resolution approving a change order to the
contract with Insituform Technologies, LLC, related to the
Karen Street Sanitary Sewer Rehabilitation.
BACKGROUND
The City Council approved a contract with Insituform Technologies, LLC, on November 19, 2013, in
the amount of $55,996.50. The contract was to reconstruct the existing 6 -inch and 8 -inch sanitary
sewer lines and reconnect eleven (11) services from 1710 to 1890 Karen Lane. The work will use
Insituform's patented system for cured -in -place pipe (CIPP) to prevent unnecessary damage to
existing nearby improvements since the existing line could not be rehabilitated by traditional
methods.
The proposed change order in the amount of $16,720.00 will furnish all labor, materials, equipment,
and services necessary to make four (4) point repairs to the existing sanitary sewer main as discovered
during the cleaning and televising of the existing lines.
Original contract pricing was obtained through the Texas Association of School Boards (BuyBoard)
Contract No. 354 -10. BuyBoard is a cooperative purchasing association providing cities and
political subdivisions with the means to purchase specialized services at volume pricing. BuyBoard
complies with State of Texas procurement statutes.
Previous actions include:
Resolution 13 -258 in the amount of $55,996.50 was passed by the City Council on November 19,
2013.
FUNDING SOURCE
Capital Program.
RECOMMENDATION
Approval of resolution.
(6) insituform
June 2. 2014
Ms. Molly Villarreal
City of Beaumont, TX
1350 Langham Road
Beaumont, TX 77707
Sent by Email to: rnvillarrealAci.beaumont.tx.us
I 1702 -B Grant Rd.. Suite 127
Cypress, TX 77429
Phone: (28 l) 467 -2865
Fax: (866) 575 -8422
Change Order
Reference: Beaumont, TX * Karen Street * 2013 Sanitary Sewer Rehabilitation Project
Here is the Change Order Pricing for the above referenced Project.
Bid Item #1
Bid Item
of
Pvle Unit it of
Quantity
Unit Price
Total
C'01 1
Mobilization - exc&•,ation creoi
EA
1
S1 000 00
S1 000 00
C01 2
Point repair 6" up to 10 long
EA
4
$3 000 00
S12 000 00
C:01 3
Extra length point repair
LF
5
$60 00
$300 00
C:0-1 4
Hand excari ;ation (if needed;
E.N.
2
$550 00
S1 100 00
C01 5
Idobilization - CCT',�` creo,
E.N.
1
S1 000 00
S1 000 00
C:01 6
Reclean and TV 6" after point repair
LF
460
$2 75
S1 320 00
S16':?0 DO
Let me know if you have any questions. Your business is sincerely appreciated.
Regards.
L'
INS] H FORN'i TECHNOLOGIES, LLC
JERRF L. BROIAN, Bt siness DEVELOPMEVr MANAGER
APPRON ED BN AnDV WNILN r 6/2/14
CC. KEVINGnBRYSCH
RESOLUTION NO.
WHEREAS, on November 19, 2013, the City Council of the City of Beaumont,
Texas passed Resolution No. 13 -258 awarding a contract in the amount of $55,996.50
through the Texas Association of School Boards (BuyBoard) Cooperative Purchasing
Program to Insituform Technologies, LLC, of Cypress, Texas, to furnish all labor, materials,
equipment and services necessary to reconstruct the existing 6 -inch and 8-inch sanitary
sewer lines and reconnect eleven (11) services related to the Karen Lane Sanitary Sewer
Rehabilitation Project; and,
WHEREAS, Change Order No. 1, in the amount of $16,720, is required to furnish
all labor, materials, equipment, and services necessary to make four (4) point repairs to the
existing sanitary sewer main as discovered during the cleaning and televising of the
existing lines, thereby increasing the contract amount to $72,716.50;
NOW, THEREFORE, BE IT RESOLVED BY THE
CITY COUNCIL OF THE CITY OF BEAUMONT:
THAT the statements and findings set out in the preamble to this resolution are hereby, in
all things, approved and adopted; and,
THAT the City Manager be and he is hereby authorized to execute Change Order
No. 1 for additional work described above, thereby increasing the contract amount by
$16,720 for a total contract amount of $72,716.50 for the Karen Street Sanitary Sewer
Rehabilitation Project and,
2014.
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 22nd day of July,
- Mayor Becky Ames -
D�
RICH WITH OPPORTUNITY
r
T • E • X • A. • S
City Council Agenda Item
TO: City Council
FROM: Kyle Hayes, City Manager
PREPARED BY: Dr. Joseph Majdalani, P.E., Public Works Director
MEETING DATE: July 22, 2014
REQUESTED ACTION: Council consider a resolution authorizing the City Manager to
execute an Agreement for Transfer of Entitlements to the Texas
Department of Transportation (TxDOT), Aviation Division, for
FY2013 and FY2014.
BACKGROUND
The Federal Aviation Administration (FAA) designates Non - Primary Entitlement (NPE) funds
annually to airports listed in TxDOT's Capital Improvement Plan. These funds are managed by
TxDOT's Aviation Division and are applied to major construction projects at airports receiving
FAA funds.
In fiscal years 2013 and 2014, the Beaumont Municipal Airport was not programmed for any
capital improvement projects through TxDOT's Aviation Division. Since the funds were
earmarked for Beaumont, TxDOT is unable to use the funds without authorization from the City.
TxDOT is requesting that these funds in the amount of $300,000 be released for use on other
airport projects. If the funds are not released, they will be forfeited to the FAA.
FUNDING SOURCE
Not Applicable.
RECOMMENDATION
Approval of resolution.
RESOLUTION NO.
BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF BEAUMONT.-
WHEREAS, the Federal Aviation Administration (FAA) designates Non- Primary
Entitlement (NPE) funds annually to airports listed in the Texas Department of
Transportation (TxDOT) Capital Improvement Plan; and,
WHEREAS, the funds are managed by TxDOT's Aviation Division and are applied
to major construction projects at airports receiving FAA funds; and,
WHEREAS, in fiscal years 2013 and 2014, Beaumont Municipal Airport was not
programmed for capital improvement projects through TxDOT's Aviation Division; and,
WHEREAS, since the funds were earmarked for Beaumont, TxDOT is unable to use
the funds without authorization from the City of Beaumont; and,
WHEREAS, TxDOT is requesting that these funds, in the amount of $300,000, be
released for use on other airport projects;
NOW, THEREFORE, BE IT RESOLVED BY THE
CITY COUNCIL OF THE CITY OF BEAUMONT:
THAT the statements and findings set out in the preamble to this resolution are hereby, in
all things, approved and adopted; and,
THAT the City Manager be and he is hereby authorized to execute an Agreement
for Transfer of Entitlements with the Federal Aviation Administration (FAA) through the
Texas Department of Transportation (TxDOT), Aviation Division to waive receipt of Non -
Primary Entitlement (NPE) funds apportioned to the City of Beaumont for fiscal years 2013
and 2014. The agreement is substantially in the form attached hereto as Exhibit "A" and
made a part hereof for all purposes.
0011 H
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 22nd day of July,
- Mayor Becky Ames -
Appendix 1. ENTITLEMENT TRANSFER AGREEMENT
............................................................................................................................. ...............................
�1
U.S. Department
of Transportation
Federal Aviation
Administration
AGREEMENT FOR TRANSFER OF ENTITLEMENTS
In accordance with section 47117(c)(2) of Title 49 U.S.C. (hereinafter called the "Act).
City of Beaumont, Texas
Hereby waives receipt of the following amount of funds apportioned to it for each fiscal year specified under
section 47114(c)(1) of the Act.
Amount Fiscal Year
$ 150,000 2013
$ 150,000 2014
TOTAL $ 300,000
On the condition that the Federal Aviation Administration makes the waived amount available to:
TxDOT
for eligible projects under section 47104(a) Act. This waiver shall expire on earlier of 9 -30 -14 (date) or when
the availability of apportioned funds would lapse under section 47117(b) of the Act.
FOR THE UNITED STATES OF
AMERICA, FEDERAL AVIATION FOR City of Beaumont, Texas
ADMINISTRATION through TxDOT
(Signature)
David Fulton
(Signature)
(Typed Name) (Typed Name)
Director, Aviation Division
(Title) (Title)
(Date) (Date)
CERTIFICATE OF SPONSOR'S ATTORNEY
acting as Attorney for the Sponsor do hereby certify:
That I have examined the foregoing Agreement and find that the Sponsor has been duly authorized to make
such transfer and that the execution thereof is in all respects due and proper and in accordance with the
laws of the State of Texas and the Act
Dated at this day of , 20
FAA Form 51 C9 -11G (10189,
By
(Signature of Sponsor's Attorney)
EXHIBIT "A"
Page 1 of 1
RICH Willi O6'PORTUN1TV
BEA,[IMON*
1 i E a X + A - S
REGULAR MEETING OF THE CITY COUNCIL
COUNCIL CHAMBERS JULY 22, 2014 1:30 P.M.
AGENDA
CALL TO ORDER
* Invocation Pledge Roll Call
* Presentations and Recognition
* Public Comment: Persons may speak on scheduled agenda items 1- 4/Consent
Agenda
* Consent Agenda
GENERAL BUSINESS
1. Consider an ordinance authorizing the issuance of City of Beaumont, Texas,
Waterworks and Sewer System Revenue and Refunding Bonds, Series 2014A, the
issuance of City of Beaumont, Texas Waterworks and Sewer System Refunding
Bonds, Taxable Series 2014B, and authorizing the City Manager and Chief
Financial Officer to approve the amounts, interest rates, prices, and terms
thereof for both series and to execute all documents related to the sale of the
Bonds
2. Consider a resolution authorizing the City Manager to execute an Earliest Money
Contract for the sale of the Hotel Beaumont
3. Consider a resolution authorizing the award of a bid to G & G Enterprises of
Beaumont for the construction of the Hike & Bike Trail -Phase II
4. Consider a resolution authorizing the City Manager to enter into a five -year
agreement with Express Scripts, Inc., for Pharmacy Benefit Manager Services
COMMENTS
* Councilmembers /City Manager comment on various matters
* Public Comment (Persons are limited to 3 minutes)
Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or
services are requested to contact Mitchell Normand at 880 -3777 three days prior to the meeting.
1
July 22, 2014
Consider an ordinance authorizing the issuance of City of Beaumont, Texas, Waterworks and
Sewer System Revenue and Refunding Bonds, Series 2014A, the issuance of City of Beaumont,
Texas Waterworks and Sewer System Refunding Bonds, Taxable Series 2014B, and authorizing
the City Manager and Chief Financial Officer to approve the amounts, interest rates, prices, and
terms thereof for both series and to execute all documents related to the sale of the Bonds
RICH WITH C3I'9'C9Ii,TUN[TY
r ► �
T • E • X • A • s City Council Agenda Item
TO:
City Council
FROM: Kyle Hayes, City Manager
PREPARED BY: Laura Clark, Chief Financial Officer JC�
MEETING DATE: July 22, 2014
REQUESTED ACTION: Council consider an ordinance authorizing the issuance of
City of Beaumont, Texas, Waterworks and Sewer System
Revenue and Refunding Bonds, Series 2014A, the issuance
of City of Beaumont, Texas Waterworks and Sewer System
Refunding Bonds, Taxable Series 2014B, and authorizing
the City Manager and Chief Financial Officer to approve
the amounts, interest rates, prices, and terms thereof for
both series and to execute all documents related to the sale
of the Bonds.
BACKGROUND
As presented in a work session on June 17, 2014, $15.5 million is required to complete projects
related to water and sewer infrastructure improvements that are currently under construction and
design and $3.5 million is needed to fund new clarifiers at the sewer treatment plant. In addition,
there is an estimated $63.9 million of outstanding revenue bonds that can be refunded in order to
achieve a lower interest rate and savings.
Historically, when the City issued or refunded revenue bonds, the sale would take place on a
Monday in order to bring the transactions forward at the City Council meeting the following day.
With the quickly changing financial markets, the most favorable time to enter the market may
not be the day before a City Council meeting. Instead the ability of a local government to time its
entry into the financial markets and thereby obtain the best borrowing terms can significantly
impact the borrowing costs. Section 1207.007 Texas Government Code allows a City to enter
into the bond market at any time in accordance with parameters established and approved by the
City Council. Through a parameter bond ordinance, a Council delegates final pricing authority
to a Pricing Officer, usually the City Manager and /or City Manager's Designee, and establishes
and approves bond sale parameters such as maximum interest rate, minimum savings threshold
for refunding, maximum aggregate principal amount of issue, final maturity date and expiration
of delegated authority which is normally six (6) months. The Pricing Officer can only approve
the sale if all parameters are met. This results in flexibility such that the bond issue may
Water and Sewer Revenue Bonds, Series 2014
July 22, 2014
Page 2
be priced at any time and in an interest rate environment that is advantageous to the City rather
than being locked into pricing on the date of the Council meeting.
The proposed parameters included in Section 5 ofthe proposed ordinance for Series 2014A and
Series 2014B, as described above, includes:
Delegated Pricing Officers: City Manager and Chief Financial Officer
Maximum Principal Amount Series 2014A: $75 million
Maximum Principal Amount Series 2014B: $10 million
Interest Rate: Not greater than 6% per annum (Chapter 1204, Texas Government Code allows a
rate of up to 15 %)
Minimum Savings Threshold: 3% present value savings
Expiration of Parameter Authority: January 22, 2015
Interest will be payable semiannually in March and September.
FUNDING SOURCE
Principal and interest is paid from the Water Utilities Fund which is supported by water and
sewer revenues.
RECOMMENDATION
Approval of ordinance.
ORDINANCE NO.
ORDINANCE AUTHORIZING THE ISSUANCE OF THE CITY OF BEAUMONT,
TEXAS, WATERWORKS AND SEWER SYSTEM REVENUE AND REFUNDING
BONDS, SERIES 2014A IN ONE OR MORE SERIES OR SUBSERIES AS MAY BE
FURTHER DESIGNATED; AUTHORIZING THE ISSUANCE OF THE CITY OF
BEAUMONT, TEXAS, WATERWORKS AND SEWER SYSTEM REFUNDING BONDS,
TAXABLE SERIES 2014B IN ONE OR MORE SERIES OR SUBSERIES AS MAY BE
FURTHER DESIGNATED; AUTHORIZING THE CITY MANAGER AND THE CITY
CHIEF FINANCIAL OFFICER TO APPROVE THE AMOUNTS, INTEREST RATES,
PRICES, AND TERMS THEREOF AND CERTAIN OTHER MATTERS RELATING
THERETO; PROVIDING FOR THE PAYMENT THEREOF; MAKING OTHER
PROVISIONS REGARDING SUCH BONDS INCLUDING AUTHORIZING THE
PREPARATION AND DISTRIBUTION OF ONE OR MORE PRELIMINARY
OFFICIAL STATEMENTS AND AUTHORIZING THE PREPARATION AND
DISTRIBUTION OF ONE OR MORE OFFICIAL STATEMENTS AND MATTERS
INCIDENT THERETO; AWARDING THE SALE OF THE BONDS; AUTHORIZING
THE EXECUTION AND DELIVERY OF ONE OR MORE BOND PURCHASE
AGREEMENTS; AUTHORIZING THE DEFEASANCE, FINAL PAYMENT, AND
DISCHARGE OF CERTAIN OUTSTANDING WATERWORKS AND SEWER SYSTEM
REVENUE BONDS, AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR
MORE ESCROW AGREEMENTS; AUTHORIZING THE PURCHASE OF AND
SUBSCRIPTION FOR CERTAIN ESCROWED SECURITIES; AUTHORIZING
ESCROW VERIFICATION AND ENGAGEMENT OF AN ESCROW AGENT;
AUTHORIZING BOND INSURANCE; AUTHORIZING THE EXECUTION AND
DELIVERY OF A PAYING AGENT/REGISTRAR AGREEMENT AND OTHER
RELATED DOCUMENTS; AND MAKING OTHER PROVISIONS REGARDING SUCH
BONDS
THE STATE OF TEXAS §
COUNTY OF JEFFERSON §
THE CITY OF BEAUNIONT §
WHEREAS, the City of Beaumont, Texas (the "City ") is authorized, pursuant to Chapter
1502, Texas Government Code, as amended, to issue bonds, without election, payable from the
net revenues of its waterworks and sewer system to provide money for acquisitions, purchases,
expansions, extensions, construction, reconstruction, renovation, equipping, and improvement of
such system; and,
WHEREAS, the City now desires to issue bonds in order to provide funds to finance the
expansion, repair, renovation and related improvements to the City's waterworks and sewer
#4573136.6
system; and,
WHEREAS, the City Council (the "Council ") of the City has previously issued, sold, and
delivered, and there is currently outstanding, obligations identified in Schedule I, attached hereto
(the "Refunded Bonds "); and,
WHEREAS, pursuant to the provisions of Texas Government Code, Chapter 1207, as
amended, the City is authorized to issue refunding bonds and deposit the proceeds of sale
directly with any place of payment for the Refunded Bonds, or other authorized depository, and
such deposit, when made in accordance with said statute, shall constitute the making of firm
banking and financial arrangements for the discharge and final payment of the Refunded Bonds;
and.
WHEREAS, the City shall by this Ordinance, in accordance with the provisions of
Sections 1207.007, 1371 and 1502, Texas Government Code, as amended, delegate to a Pricing
Officer (hereinafter designated) the authority to determine the principal amount of Bonds to be
issued and negotiate the terms of sale thereof and to select the specific maturities, in whole or in
part, of the Refunded Bonds to be refunded; and,
WHEREAS, the Council hereby finds and determines that it is a public purpose and in
the best interests of the City to (1) issue the Bonds with such terms to be included in a pricing
certificate (the "Officer's Pricing Certificate ") to be executed by the Pricing Officer, and (2)
refund the Refunded Bonds in order to achieve a net present value debt service savings and that
such benefit is sufficient consideration for the refunding of the Refunded Bonds, with such
savings, among other information and terms to be included in the Officer's Pricing Certificate,
all in accordance with the provisions of Sections 1207, 1371 and 1502, Texas Government Code,
as amended; and,
WHEREAS, the Council hereby finds that it may purchase a credit agreement in the form
of a municipal bond insurance policy or policies with respect to the Bonds if it deems such
purchase is cost effective; and,
WHEREAS, the City hereby finds and determines that the manner in which the refunding
is being executed does not make it practicable to make the determination described by Section
1207.008(a)(2) of Chapter 1207; and,
WHEREAS, the bonds to be issued pursuant to the terms and provisions of this
Ordinance will be secured by a pledge of and lien on the Net Revenues (as hereinafter defined)
which is subordinate to the pledge of and lien on such Net Revenues associated with the Prior
Lien Bonds (as hereinafter defined); and,
WHEREAS, the City is a home -rule municipality that: (1) adopted its charter under
Section 5, Article XI, Texas Constitution; (ii) has a population of more than 50,000 and (iii) has
outstanding long -term indebtedness that is rated by a nationally recognized rating agency for
municipal securities in one of the four highest rating categories for a long -term obligation;
2
#4573136.6
NOW THEREFORE, BE IT ORDAINED BY THE
CITY COUNCIL OF THE CITY OF BEAUMONT:
1. Findings and Determinations. It is hereby found and determined that the matters
and facts contained in the preamble to this Ordinance are hereby found to be true and correct.
2. Definitions. Throughout this ordinance the following terms and expressions as
used herein shall have the meanings set forth below:
The term "Additional Parity Bonds" shall mean the additional parity revenue bonds
permitted to be issued by the City pursuant to Section 22(b) of this Ordinance.
The term `Blanket Issuer Letter of Representations" means the Blanket Issuer Letter of
Representations between the City and DTC.
The term `Bond Insurer" shall mean, if any, a third party financial institution that
provides a credit agreement in the form of a municipal bond insurance policy, as determined in
the Officer's Pricing Certificate.
The term "Bond Register" shall mean the books of registration kept by the Registrar in
which are maintained the names and addresses of, and the principal amounts of the Bonds
registered to, each Owner.
The terms "Bonds" shall mean the Series 2014A Bonds and Series 2014B Bonds.
The term "Business Day" shall mean any day which is not a Saturday, Sunday, a day on
which banking institutions in the city where the principal corporate trust office of the Registrar
or Bond Insurer, if arty. is located are authorized by law or executive order to close, or a legal
holiday.
The term "City" shall mean The City of Beaumont, Texas.
The term "Closing Date" means the date of the initial delivery of and payment for the
Bonds.
The term "Code" means the Internal Revenue Code of 1986, as heretofore and hereafter
amended.
The term "Comptroller" means the Comptroller of Public Accounts of the State of Texas.
The term "DTC` means The Depository Trust Company of New York, New York, or any
successor securities depository.
The term "DTC Participant" means brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
3
#4573136.6
to facilitate the clearance and settlement of securities transactions among DTC Participants.
The term "Gross Revenues" shall mean all revenues, income and receipts of every nature
derived or received by the City from the operation and ownership of the System (but excluding
any utility deposits) and the interest income from the investment or deposit of money in the
Revenue Fund, the Interest and Sinking Fund. Gross Revenues shall not include any federal
credit subsidy payments received by the City as a result of the election to designate the City's
Waterworks and Sewer System Revenue Bonds, Taxable Series 2010B (Build America Bonds —
Direct Payment to Issuer) as Build America Bonds.
The term "Interest Payment Date ", when used in connection with any Bond, shall mean
September 1, 2014 and each March 1 and September 1 thereafter until maturity or earlier
redemption of such Bond.
The term "Issuer" shall mean the City.
The term "Maintenance and Operation Expenses" shall mean the reasonable and
necessary expenses of operation and maintenance of the System, including all salaries, labor,
materials, repairs and extensions necessary to render efficient service, and all payments under
contracts, now or hereafter defined as operating expenses by the Legislature of the State of
Texas. Depreciation shall never be considered as a Maintenance and Operation Expense.
The term "MSRB" shall mean the Municipal Securities Rulemaking Board.
The term "Net, Revenues" shall mean all Gross Revenues remaining after deducting the
Maintenance and Operation Expenses. For purposes of any reimbursement agreement authorized
pursuant to any Ordinance authorized in connection with the issuance of any Prior Lien Bonds,
agreements to make payments out of Net Revenues, in all cases Net Revenues for such purpose,
shall mean only Net Revenues available after satisfaction of obligations to holders of current and
future Prior Lien Bonds.
The term "Officer's Pricing Certificates" shall mean a certificate or certificates to be
signed by the City Manager and the City Chief Financial Officer pursuant to Section 5 hereof
and delivered to the City Clerk, in substantially the forms attached hereto as Exhibit D.
The term "Ordinance" as used herein and in the Bonds shall mean this ordinance
authorizing the Bonds and all amendments and supplements hereto.
The term "Owner" shall mean any person who shall be the registered owner of any
outstanding Bonds.
The term "Parity Bonds" shall mean the Bonds and any Additional Parity Bonds.
The term "Prior Lien Bonds" shall mean the Bonds, and the City's outstanding
Waterworks and Sewer System Revenue Bonds, Series 2004, and the City's outstanding
Waterworks and Sewer System Revenue Refunding Bonds, Series 2005, and the City's
outstanding Waterworks and Sewer System Revenue Bonds, Series 2005, and the City's
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outstanding Waterworks and Sewer System Revenue Refunding Bonds, Series 2006, and the
City's outstanding Waterworks and Sewer System Revenue Bonds, Series 2006A, and the
City's outstanding Waterworks and Sewer System Revenue Bonds, Series 2008, and the
City's outstanding Waterworks and Sewer System Revenue Refunding Bonds, Series 2010,
and the City's outstanding Waterworks and Sewer Revenue, Series 2010A, and the City's
outstanding Waterworks and Sewer Revenue Bonds, Taxable Series 2010B (Build America
Bonds — Direct Payment to Issuer), and the City's outstanding Waterworks and Sewer System
Revenue Bonds, Series 2012, but only to the extent such Prior Lien Bonds remain outstanding
within the meaning of this Ordinance.
The term "Paying Agent" for the Bonds shall mean the Registrar.
The term "Record Date" shall mean, for any Interest Payment Date, the fifteenth (15th)
calendar day of the month next preceding each Interest Payment Date.
The term "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 verification report provided by Grant Thornton LLP,
certified public accountants, with respect to the Bonds and the adequacy of the amounts
deposited pursuant to the Escrow Agreement to pay, when due, the principal of and interest on
the Refunded Bonds and certain other calculations.
The term "Reserve Fund Requirement" shall mean an amount equal to the average annual
principal and interest requirement on the Parity Bonds, which may be determined and
redetermined each year by the City but in no event less frequently than upon the issuance of each
series of Parity Bonds.
The term "Rule" shall mean SEC Rule 15c -12, as amended from time to time.
The term "SEC"' shall mean the United States Securities and Exchange Commission.
The term ``Series 2014A Bonds" shall mean The City of Beaumont, Texas Waterworks
and Sewer System Revenue and Refunding Bonds, Series 2014A.
The term "Series 2014B Bonds" shall mean The City of Beaumont, Texas Waterworks
and Sewer System Refunding Bonds, Taxable Series 2014B.
The term "Special Project" shall mean, to the extent permitted by law, any property,
improvement or facility declared by the City not to be part of the System and substantially all of
the costs of the acquisition, construction and installation of which is paid from proceeds of a
financing transaction other than the issuance of bonds payable from ad valorem taxes or Net
Revenues of the System, and for which all maintenance and operation expenses are payable from
sources other than revenues of the System, but only to the extent that and for so long as all or any
part of the revenues or proceeds of which are or will be pledged to secure the payment or
repayment of such costs of acquisition, construction and installation under such financing
transaction.
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#4573136.6
The term "System" shall mean all properties, facilities, improvements, equipment,
interests and rights constituting the waterworks and sewer system of the City, including all future
extensions, replacements, betterments, additions, improvements, enlargements, acquisitions,
purchases and repairs to the System, but excluding all Special Projects.
The term "Underwriter" shall mean, collectively, Wells Fargo Securities, Inc., as senior
underwriter, Estrada Hinojosa & Co., Inc. as co- senior underwriter, R.W. Baird, Inc., BOSC,
Inc., and Coastal Securities, Inc. as co- managers.
3. Authorization. The Series 2014A Bonds shall be issued in fully registered form in
the total authorized aggregate principal amount not to exceed SEVENTY -FIVE MILLION AND
NO /100 DOLLARS ($75,000,000) for the purpose of providing funds to (i) finance capital
expenditures acquisition, purchase, construction, reconstruction, improvement, renovation,
expansion, or equipping of property, buildings, structures, facilities, or related infrastructure for
the City's waterworks and sewer system (the "Project "), (ii) discharge and make final payment
of certain obligations of the City, as set forth in Schedule I, attached hereto (the "Refunded
Bonds "), and (iii) paying costs of issuance of the Bonds and refunding the Refunded Bonds. The
Series 2014B Bonds shall be issued in fully registered form in the total authorized aggregate
principal amount of TEN MILLION AND NO/ 100 DOLLARS ($10,000,000) for the purpose of
providing funds to (i) discharge and make final payment of certain of the Refunded Bonds not
refunded by the Series 2014A Bonds, and (ii) paying costs of issuance of the Bonds and
refunding the Refunded Bonds.
4. Designation, Date, and Interest Payment Dates. The Series 2014A Bonds shall be
designated as "THE CITY OF BEAUMONT, TEXAS, WATERWORKS AND SEWER
SYSTEM REVENUE AND REFUNDING BONDS, SERIES 2014A." The Series 2014B Bonds
shall be designated as "THE CITY OF BEAUMONT, TEXAS, WATERWORKS AND SEWER
SYSTEM REFUNDING BONDS, SERIES 2014B." The Bonds shall be dated, mature, bear
interest from the dates and at the rates per annum, and be payable on the dates and in the
principal amounts as set forth in the Officer's Pricing Certificate.
5. Sale of Bonds. As authorized by Chapters 1207, 1371 and 1502, Texas
Government Code, as amended, the City Manager and the Chief Financial Officer are hereby
authorized to act on behalf of the City in selling and delivering the Bonds and carrying out the
other procedures specified in this Ordinance, including any additional designation or title by
which the Bonds shall be known, the number of subseries of Bonds to be issued and the principal
amount of each subseries, the price at which each series of the Bonds will be sold, the date or
dates (which may be different dates for each series of the Bonds) on which the Bonds shall be
sold, the form in which the Bonds shall be issued whether as current interest bonds, as compound
interest bonds, or as a combination of current interest bonds and compound interest bonds, any
additional designation or title by which the Bonds shall be known, the year or years in which
each series of the Bonds will mature, the principal amount to mature in each of such years, the
aggregate principal amount of each series of the Bonds, the rate of interest to be borne by each
such maturity, the first interest payment date or compounding date, as the case may be, the dates,
prices, and terms, if any, upon and at which each series of the Bonds shall be subject to
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#4573136.6
redemption prior to maturity at the option of the City, as well as any mandatory sinking fund
redemption provisions, or make -whole provisions, and such officers are also hereby authorized
to act on behalf of the City in approving all other matters relating to the issuance, sale and
delivery of the Bonds, including the refunding of the Refunded Bonds and the purchase of a
bond insurance policy or policies for all or any portion of the Bonds, all of which shall be
specified in the Officer's Pricing Certificate for each series of the Bonds provided that:
(a) the price to be paid for each series of the Bonds shall not be less than 90%
of the aggregate original principal amount of the current interest bonds plus accrued
interest, if any, thereon from their date to their delivery,
(b) none of the Bonds shall bear interest at a rate greater than 6% per annum
or in excess of the maximum rate allowed by Chapter 1204, Texas Government: Code,
(c) the aggregate principal amount of each subseries of the Bonds shall not
exceed the maximum amount authorized in Section 3, and the sum of the principal
amount of each series, plus net premium generated, plus any available funds of the City,
if any, shall equal an amount sufficient to provide for the redemption of the Refunded
Bonds as identified on the Officer's Pricing Certificate, to pay costs of issuance of the
Bonds, and (if necessary) a deposit to the reserve fund,
(d) each series of the Bonds to be issued, prior to delivery, must have been
rated by a nationally recognized rating agency for municipal securities in one of the four
highest rating categories for long -term obligations, and
(e) the refunding of the Refunded Bonds shall produce a net present value
debt service savings of at least 3 %, as shown by a calculation prepared by the Municipal
Advisors, and attached to the Officer's Pricing Certificate.
Any finding b;y the City Manager or the Chief Financial Officer relating to the sale and
delivery of the Bonds and the purchase of bond insurance shall have the same force and effect as
a finding or determination made by the City Council.
6. Bond Numbers and Denominations. The Bonds shall be numbered from R -1 and
upward (except the Initial Bond, which shall each be numbered T -1), and may be transferred and
exchanged as set out in this Ordinance. Such Bonds shall mature on September 1 in each of the
years and in the amounts set forth in such schedule. The 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 Bonds or Bonds in lieu of which they are delivered.
7. Execution of Bonds; Seal. The Bonds shall be signed by the Mayor or Mayor Pro
Tern and countersigned by the City Clerk or Deputy City Clerk, by their manual, lithographed, or
facsimile signatures, and the official seal of the City shall be impressed or placed in facsimile
thereon. Such facsimile signatures on the Bonds shall have the same effect as if each of the
Bonds had been signed manually and in person by each of said officers, and such facsimile seal
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#4573136.6
on the Bonds shall have the same effect as if the official seal of the City had been manually
impressed upon each of the Bonds. If any officer of the City whose manual or facsimile
signature shall appear on the Bonds shall cease to be such officer before the authentication of
such Bonds or before the delivery of such Bonds, such manual or facsimile signature shall
nevertheless be valid and sufficient for all purposes as if such officer had remained in such
office.
8. Approval by Attorney General; Registration by Comptroller. The Bonds to be
initially issued shall be delivered to the Attorney General of Texas for approval and shall be
registered by the Comptroller of Public Accounts of the State of Texas. The manually executed
registration Bond of the Comptroller of Public Accounts substantially in the form provided in
Section 18 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 19 of this Ordinance, manually
executed by an authorized representative of the Registrar, shall be entitled to the benefits of this
Ordinance or shall be valid or obligatory for any purpose. Such duly executed certificate of
authentication shall be conclusive evidence that the Bonds so authenticated were delivered by the
Registrar hereunder.
10. Payment of Principal and Interest. The Registrar is hereby appointed as the
paying agent for the Bonds. The principal of and premium, if any, on the Bonds shall be
payable, without exchange or collection charges, in any coin or currency of the United States of
America which, on the date of payment, is legal tender for the payment of debts due the United
States of America, upon their presentation and surrender as they respectively become due and
payable, whether at maturity or by prior redemption, at the principal corporate trust office of the
Registrar. The interest on each Bond shall be payable by check 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 Bond Register. Any accrued interest
payable at maturity on a. Bond shall be paid upon presentation and surrender of such Bond at the
principal corporate trust office of the Registrar.
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 such payment was due.
11. Successor Registrars. The City covenants that at all times while any Bonds are
outstanding it will provide a legally qualified bank, trust company, financial institution or other
agency to act as Registrar for the Bonds. The City reserves the right to change the Registrar for
the Bonds on not less than 60 days written notice to the Registrar, so long as any such notice is
effective not less than 60 days prior to the next succeeding principal or interest payment date on
the Bonds. Promptly upon the appointment of any successor Registrar, the previous Registrar
shall deliver the Bond Register or copies thereof to the new Registrar, and the new Registrar
shall notify each Owner, by United States mail, first class postage prepaid, of such change and of
#4573136.6
the address of the new Registrar. Each Registrar hereunder, by acting in that capacity, shall be
deemed to have agreed to the provisions of this Section.
12. Special Record Date. If interest on any Bond is not paid on any Interest Payment
Date and continues unpaid for thirty (30) days thereafter, the Registrar shall establish a new
record date for the payment of such interest, to be known as a Special Record Date. The
Registrar shall establish a Special Record Date when funds to make such interest payment are
received from or on behalf of the City. Such Special Record Date shall be fifteen (15) days prior
to the date fixed for payment of such past due interest, and notice of the date of payment and the
Special Record Date shall be sent by United States mail, first class, postage prepaid, not later
than five (5) days prior to the Special Record Date, to each affected Owner of record as of the
close of business on the day prior to the mailing of such notice.
13. Ownership; Unclaimed Principal and Interest. The City, the Registrar and any
other person may treat the person in whose name any Bond is registered as the absolute owner of
such Bond for the purpose of making and receiving payment of principal of and premium, if any,
or interest on such Bond, and for all other purposes, whether or not such Bond is overdue, and
neither the City nor the Registrar shall be bound by any notice or knowledge to the contrary. All
payments made to the person deemed to be the owner of any Bond in accordance with this
Section 12 shall be valid and effectual and shall discharge the liability of the City and the
Registrar upon such Bond to the extent of the sums paid.
Amounts held by the Registrar which represent principal of and interest on the Bonds
remaining unclaimed by the Owner after the expiration of three years from the date such
amounts have become due and payable shall be reported and disposed of by the Registrar in
accordance with the applicable provisions of Texas law, including Title 6 of the Texas Property
Code, as amended.
14. Registration, Transfer, and Exchange. So long as any Bonds remain outstanding,
the Registrar shall keep the Bond Register at its principal corporate trust office and, subject to
such reasonable regulations as it may prescribe, the Registrar shall provide for the registration
and transfer of Bonds in accordance with the terms of this Ordinance. If the Registrar does not
maintain its principal offices in the State of Texas, the City agrees to keep a Bond Register at its
offices which is identical to the Bond Register maintained by the Registrar and the Registrar will
notify the City as to any changes in the Bond Register within 1 business day.
Each Bond shall be transferable only upon the presentation and surrender thereof at the
principal corporate trust office of the Registrar, duly endorsed for transfer, or accompanied by an
assignment duly executed by the registered Owner or his authorized representative in form
satisfactory to the Registrar. Upon due presentation of any Bond in proper form for transfer, the
Registrar shall authenticate and deliver in exchange therefor, within three (3) business days after
such presentation, a new Bond or Bonds, registered in the name of the transferee or transferees,
in authorized denominations and of the same type, maturity and aggregate principal amount and
bearing interest at the same rate as the Bond or Bonds so presented.
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#4573136.6
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 type, maturity and interest
rate and in any authorized denomination, in an aggregate amount equal to the unpaid principal
amount of the Bond or Bonds presented for exchange. The Registrar shall be and is hereby
authorized to authenticate and deliver exchange Bonds in accordance with the provisions of this
Section 13. Each Bond delivered in accordance with this Section 13 shall be entitled to the
benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which
such Bond is delivered.
The City or the Registrar may require the Owner of any Bond to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with the transfer
or exchange of such Bond. Any fee or charge of the Registrar for such transfer or exchange shall
be paid by the City.
Neither the City nor the Registrar shall be required to transfer or exchange any Bond called
for redemption, in whole or in part, within forty -five (45) days of the date fixed for redemption;
provided, however, such limitation on transfer shall not be applicable to an exchange by the Owner
of the unredeemed balance of a Bond called for redemption in part.
15. Mutilated, Lost, or Stolen Bonds. Upon the presentation and surrender to the
Registrar of a mutilated Bond, the Registrar shall authenticate and deliver in exchange therefor a
replacement Bond of like maturity, interest rate, and principal amount, bearing a number not
contemporaneously outstanding. If any Bond is lost, apparently destroyed, or wrongfully taken,
the City, pursuant to the applicable laws of the State of Texas and in the absence of notice or
knowledge that such Bond has been acquired by a bona fide purchaser, shall 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.
The City or the Registrar may require the Owner of a mutilated Bond to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith and any other expenses connected therewith, including the fees and expenses of the
Registrar. The City or the Registrar may require the Owner of a lost, apparently destroyed or
wrongfully taken Bond, before any replacement Bond is issued, to:
(1) furnish to the City and the Registrar satisfactory evidence of the
ownership of and the circumstances of the loss, destruction or theft of such Bond;
(2) furnish such security or indemnity as may be required by the Registrar and
the City to save them harmless;
(3) pay all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Registrar and any tax or other
governmental charge that may be imposed; and
(4) meet any other reasonable requirements of the City and the Registrar.
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#4573136.6
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.
16. 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 Bonds of
destruction of such Bonds.
17. Book -Entry System. (a) Notwithstanding any other provision hereof, upon initial
issuance of the Bonds but at the sole election of the Underwriter, 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 Bond for each
of the maturities thereof. If the Underwriter shall elect to invoke the provisions of this Section, then
the following provisions shall take effect with respect to the Bonds.
(b) 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 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
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#4573136.6
respective Owners, as shown in the Register as provided in this Order, 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 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 Order shall refer to such new nominee of DTC.
(c) In the event that the City in its sole discretion determines that the beneficial owners of
the Bonds be able to obtain Bonds, or in the event DTC discontinues the services described herein,
the City 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 and DTC
Participants, as identified by 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 and
DTC Participants, as identified by DTC, of the availability through DTC of Bonds and transfer one
or more separate Bonds to DTC Participants having Bonds credited to their DTC , as identified by
DTC. 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 Owners transferring or
exchanging Bonds shall designate, in accordance with the provisions of this Ordinance.
(d) The execution and delivery of the Blanket Letter of Representations is hereby ratified
and approved and the Mayor is hereby authorized and directed to execute a new Blanket Letter of
Representations, if required, with such changes as may be approved by the Mayor or City Manager
of the City.
(e) 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 such Bonds, and all notices with respect to such
Bonds, shall be made and given, respectively, in the manner provided in the Blanket Letter of
Representations.
18. Redemption and Defeasance.
(a) Optional Redemption. The Series 2014A Bonds shall be subject to redemption
prior to the Stated Maturity, at the option of the City at such times, in such amounts, in such
manner and at such redemption prices as may be designated and provided for in the Officer's
Pricing Certificate. The Series 2014B Bonds shall be not be subject to optional redemption prior
to the Stated Maturity.
(b) Mandatory Redemption. The Series 2014A Bonds designated as "Term
Bonds" in the Officer's Pricing Certificate ( "Term Bonds "), if any, are subject to scheduled
mandatory redemption and will be redeemed by the City, in part, at a price equal to the principal
amount thereof, without premium, plus accrued interest to the redemption date, out of moneys
available for such purpose in the interest and sinking fund, on the dates and in the respective
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principal amounts as set forth in the Officer's Pricing Certificate
Prior to each scheduled mandatory redemption date, the Paying Agent /Registrar shall select for redemption
by lot, or by any other customary method that results in a random selection, a principal amount of Term Bonds equal
to the aggregate principal amount of such Term Bonds to be redeemed, shall call such Term Bonds for redemption
on such scheduled mandatory redemption date, and shall give notice of such redemption, as provided in this Section.
The principal amount of the Term Bonds required to be redeemed on any redemption date
pursuant to subparagraph (a) of this Section shall be reduced, at the option of the City, by the
principal amount of any Term Bonds which, at least 45 days prior to the mandatory sinking fund
redemption date (i) shall have been acquired by the City at a price not exceeding the principal
amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered
to the Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the
optional redemption provisions hereof and not previously credited to a mandatory sinking fund
redemption.
Series 2014A Bonds may be redeemed only in integral multiples of $5,000. If a Series
2014A Bond subject to redemption is in a denomination larger than $5,000, a portion of such
Series 2014A Bond may be redeemed, but only in integral multiples of $5,000. Upon surrender
of any Series 2014A Bond for redemption in part, the Registrar, in accordance with Section 13
hereof, shall authenticate and deliver in exchange therefor a Series 2014A Bond or Series 2014A
Bonds of like maturity and interest rate in an aggregate principal amount equal to the
unredeemed portion of the Series 2014A Bond so surrendered
The City, at least 45 days before the redemption date, unless a shorter period shall be
satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrax of such
redemption date and of the principal amount of Series 2014A Bonds to be redeemed.
Not less than thirty (30) days prior to a redemption date for the Series 2014A 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 Series 2014A 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 Series 2014A Bonds are to be surrendered for payment and, if less than all the
Series 2014A Bonds are to be redeemed, the numbers of the Series 2014A 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 Series 2014A
Bonds or portions thereof to be redeemed. When Series 2014A Bonds have been called for
redemption in whole or in part and due provision made to redeem the same as herein provided, the
Series 2014A 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 Series 2014A Bond or portion thereof called for redemption shall terminate on the date fixed for
redemption.
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With respect to any optional redemption of the Series 2014A Bonds, unless moneys
sufficient to pay the principal of and premium, if any, and interest on the Series 2014A Bonds to be
redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice
of redemption, such notice may state that said redemption is conditional upon the receipt of such
moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon the
satisfaction of any prerequisites set forth in such notice of redemption; and, if sufficient :moneys are
not received, such notice shall be of no force and effect, the City shall not redeem such Series
2014A Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of
redemption was given., to the effect that the Series 2014A Bonds have not been redeemed.
(c) The City may defease the provisions of this Ordinance or any ordinance applicable
to any Parity Bonds being defeased and discharge its obligation to the Owners of any or all of the
Series 2014A Bonds, or any or all Parity 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 bonds being defeased plus interest thereon to the date of maturity or redemption; or
(b) pursuant to an escrow or trust agreement, cash and/or direct bonds of, or bonds the principal of
and interest on which are guaranteed by or secured by the pledge of direct bonds 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 being defeased. plus interest thereon to the date of maturity or redemption; provided,
however, that if any of' such bonds being defeased 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 or ordinance applicable to the Parity Bonds being defeased. Upon such deposit, such
bonds being defeased 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.
19. Form. The Form of Bond as set forth in Exhibit A to the Officer's Pricing
Certificate is hereby approved and supercedes the Form of Bond set forth in this Ordinance The
form of the Bonds, including the form of the Registrar's Authentication Certificate, the form of
Assignment, and the form of Registration Bond of the Comptroller of Public Accounts of the State
of Texas which shall be attached or affixed to the Bonds initially issued shall be, respectively,
substantially as follows, with such additions, deletions and variations as may be necessary or
desirable and not prohibited by this Ordinance:
FORM OF BOND OF THE BONDS
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF JEFFERSON
NUMBER
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DENOMINATION
N
REGISTERED
REGISTERED
THE CITY OF BEAUMONT, TEXAS
WATERWORKS AND SEWER SYSTEM
REVENUE AND REFUNDING BONDS, SERIES 2014A
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
September 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
THE CITY OF BEAUMONT, 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 designated corporate trust office of THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., Dallas, Texas (the "Registrar "), or at its principal payment office in
Dallas, Texas, 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 1,
2014, or the most recent interest payment date to which interest has been paid or duly provided for.
Interest on this Bond is payable by check on September 1, 2014, and semiannually thereafter on
each March 1 and September 1, mailed to the registered owner as shown on the books of
registration kept by the Registrar as of the 15th day of the month next preceding each interest
payment date.
THIS BOND is one of a duly authorized issue of Bonds, aggregating $ (the
"Bonds "), issued in accordance with the Constitution and the laws of the State of Texas, particularly
Chapter 1207, Texas Government Code, as amended, for (i) the discharge and final payment of
certain obligations of the City (the "Refunded Bonds ") and (ii) paying costs of issuance of the
Bonds and costs of refunding the Refunded Bonds, pursuant to the Ordinance, which Ordinance is
of record in the official minutes of the City Council.
The Bonds are special obligations of the City payable solely from and secured by a lien
on and pledge of the Net Revenues (as defined in the Ordinance) of the City's waterworks and
sewer system (the "System "), such lien and pledge, however, being junior and subordinate to the
lien on and pledge of such Net Revenues to the payment and security of the Prior Lien Bonds (as
defined in this Ordinance). The Bonds do not constitute a legal or equitable pledge, charge, lien
or encumbrance upon any property of the City or the System, except with respect to the Net
Revenues. THE HOLDER OF THIS OBLIGATION IS NOT ENTITLED TO DEMAND
PAYMENT OF THIS OBLIGATION OUT OF ANY MONEY RAISED BY TAXATION.
15
#4573136.6
Subject to satisfying the terms and conditions prescribed therefor, the City has reserved
the right to issue additional revenue obligations payable from and equally and ratably secured by
a parity lien on and pledge of the Net Revenues in the same manner and to the same extent as the
Bonds.
As provided in this Ordinance, the Bonds, together with additional obligations hereafter
issued on a parity therewith, will become obligations equally secured by a first lien on and
pledge of the Net Revenues of the System at such time as the principal of and interest on the
Prior Lien Bonds have been fully paid or provision for the payment of said Prior Lien Bonds has
been made in accordance with applicable law.
THE CITY RESERVES THE RIGHT, at its option, to redeem the Bonds having stated
maturities on or after _ 1, 20, in whole or in part, on 1, 20 , 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.
[THE BONDS maturing in the years (the "Term Bonds ") are also subject
to mandatory redemption prior to maturity in the amounts and on the dates set out below, at a price
equal to the principal amount to be redeemed plus accrued interest to the redemption date:
TERM BONDS DUE
Date Amount
TERM BONDS DUE
The Paying Agent shall select for redemption by lot, or by any other customary method that
results in random selection, a principal amount of Term Bonds equal to the aggregate principal
amount of such Term Bonds to be redeemed, shall call such Term Bonds for redemption on the
scheduled mandatory redemption date, and shall give notice of such redemption in accordance with
the Ordinance authorizing the Bonds. The principal amount of Term Bonds required to be
mandatorily redeemed shall be reduced by the principal amount of Term Bonds which, at least 45
days prior to the mandatory redemption date, shall have been delivered to the Registrar for
cancellation or shall have been optionally redeemed and not previously credited against a mandatory
redemption requirement.
The City, at least 45 days before the redemption date, unless a shorter period shall be
satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar of such
redemption date and of the principal amount of Bonds to be redeemed.
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
16
#4573136.6
redemption shall terminate on the date fixed for redemption.
With respect to any optional redemption of the Bonds, unless moneys sufficient to pay the
principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received
by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice may
state that said redemption is conditional upon the receipt of such moneys by the Paying
Agent /Registrar on or prior to the date fixed for such redemption, or upon the satisfaction of any
prerequisites set forth in such notice of redemption; and, if sufficient moneys are not received, such
notice shall be of no force and effect, the City shall not redeem such Bonds and the Paying
Agent /Registrar shall give notice, in the manner in which the notice of redemption was given, to the
effect that the Bonds have not been redeemed.
The Bonds ma, be defeased as provided in the Ordinance authorizing the Bonds.
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 this Ordinance.
NEITHER THE CITY NOR THE REGISTRAR shall be required to transfer or exchange
any Bond called for redemption, in whole or in part, within forty -five (45) days of the date fixed for
redemption; provided, however, such limitation on transfer shall not be applicable to art exchange
by the Owner of the unredeemed balance of a Bond called for redemption in part.
THIS BOND shall not be valid or obligatory for any purpose or be entitled to any benefit
under the Ordinance unless this Bond either (i) is registered by the Comptroller of Public! Accounts
of the State of Texas by registration certificate attached or affixed hereto or (ii) authenticated by the
Registrar by due execution of the authentication certificate endorsed hereon.
THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and
agrees to be bound by all the terms and conditions of the Ordinance.
THE CITY has covenanted in the Ordinance that it will at all times provide a legally
qualified registrar for the Bonds and will cause notice of any change of registrar to be mailed to
each registered owner.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
issued and delivered; that all acts, conditions and things required or proper to be performed, to exist
and to be done precedent to or in the issuance and delivery of this Bond have been performed, exist
and have been done in accordance with law; that the bonds of this series do not exceed any
statutory limitation; and that provision has been made for the payment of principal and interest
on this bond and all of the bonds of this series by the aforesaid lien on and pledge of the Net
Revenues of the System.
17
#4573136.6
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
(SEAL)
18
#4573136.6
Mayor
City Clerk
FORM OF REGISTRATION CERTIFICATE
OF COMPTROLLER OF PUBLIC ACCOUNTS
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
WITNESS MY SIGNATURE AND SEAL this day of , 2014
xxxxxxxx
Comptroller of Public Accounts
(Seal) of the State of Texas
FORM OF REGISTRAR'S AUTHENTICATION CERTIFICATE
REGISTRAR'S
AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been delivered pursuant to the Ordinance described
in the text of this Bond.
The Bank of New York Mellon Trust Company, N.A.
Dallas, Texas, as Registrar
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#4573136.6
C
Authorized Signature
Date of Authentication:
FORM OF ASSIGNMENT
ASSIGNMENT
For value received, the undersigned hereby sells, assigns, and transfers unto
(Please print or type name, address, and zip code of Transferee)
(Please insert Social Security or Taxpayer Identification Number of Transferee)
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer said bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
Signature Guaranteed:
NOTICE: Signature must be
guaranteed by a member firm
of the New York Stock Exchange
20
#4573136.6
NOTICE: The signature above must
correspond to the name of the
registered owner as shown on the
face of this bond in every particular,
without any alteration, enlargement or
change whatsoever.
or a commercial bank or trust
company.
END OF FORM OF BOND OF THE BONDS
20. Legal Opinion; CUSIP Numbers. The approving opinion of Bracewell & Giuliani
LI,P, Houston, Texas, Bond Counsel, and CUSIP Numbers may be printed on the Bonds, but
errors or omissions in the printing of such opinion or such numbers shall have no effect on the
validity of the Bonds.
21. (a) Pledge and Source of Payment. The City hereby covenants and agrees
that, subject only to the prior lien on and pledge of the Net Revenues of the System to the
payment and security of the Prior Lien Bonds (including the establishment and maintenance of
the special funds created for the payment and security thereof) under the terms and conditions of
the ordinances and proceedings pertaining to their authorization, all Gross Revenues of the
System shall, as collected and received by the City, be deposited and paid into the special funds
established in this Ordinance, and shall be applied in the manner hereinafter set forth, in order to
provide for (1) the payment of all Maintenance and Operation Expenses and (ii) the payment of
principal, interest and any redemption premiums on the Bonds, and all expenses of paying,
securing and insuring the same.
The Bonds are special obligations of the City payable solely from and secured by a lien
on and pledge of the Net Revenues of the System, such lien and pledge, however, being junior
and subordinate to the lien on and pledge of such Net Revenues to the payment and security of
the Prior Lien Bonds. The Bonds do not constitute a legal or equitable pledge, charge, lien or
encumbrance upon any property of the City or the System, except with respect to the Net
Revenues. THE HOLDER OF THIS OBLIGATION IS NOT ENTITLED TO DEMAND
PAYMENT OF THIS OBLIGATION OUT OF ANY MONEY RAISED BY TAXATION.
IT IS ORDERED AND DIRECTED that this Ordinance pledging Net Revenues 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, if 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.
(b) Construction Fund. There is hereby created and there shall be established
on the books of the City a separate account to be entitled the "City of Beaumont, Texas,
Waterworks and Sewer System Revenue Bonds, Series 2014A, Construction Fund ". Immediately
after the sale and delivery of the Series 2014A Bonds, that portion of the proceeds of the Series
2014A Bonds to be used for the cost of the Project and the cost of issuance of the Series 2014A
Bonds shall be deposited into such Construction Fund and disbursed for such purposes. Pending
completion of construction of the Project, interest earned on such proceeds may be used, at the
21
#4573136.6
City's discretion, for the Project and shall be accounted for, maintained, deposited and expended as
permitted by the provisions of Section 1201.043 of the Government Code of Texas, as from time to
time in effect, or as otherwise required by applicable law. Thereafter, such interest shall be
deposited in the Interest and Sinking Fund. Upon completion of the Project, the monies, if any,
remaining in such Construction Fund shall be transferred and deposited by the City into the Interest
and Sinking Fund.
(c) Rates and Charges. So long as any Parity Bonds remain outstanding, there
shall be fixed, charged and collected rates and charges for the use and services of the System,
which may be fully sufficient at all times:
(1) to pay all Maintenance and Operation Expenses; and
(ii) to produce Net Revenues in each fiscal year at least equal to 110
percent of the principal and interest requirements scheduled to occur in such fiscal
year on all Prior Lien Bonds (including the Reserve Fund Requirement) and
Parity Bonds then outstanding, but in no event less than the amount required to
establish and maintain the Interest and Sinking Fund, and, to the extent that funds
for such purpose are not otherwise available, to pay all other outstanding
obligations payable from the Net Revenues of the System as and when the same
become due.
The City covenants that it will not grant or permit any free service from the System
except for public buildings and institutions operated by the City.
(d) Special Funds. The following special funds shall be maintained and
accounted for as hereinafter provided so long as any of the Parity Bonds remain outstanding:
(1) Waterworks and Sewer System Revenue Fund (the "Revenue
Fund"),-
(ii) Waterworks and Sewer System Revenue Bond Interest and Sinking
Fund (the "Interest and Sinking Fund ");
(iii) Waterworks and Sewer System Bond Reserve Fund (the "Reserve
Fund "); and
(iv) Waterworks and Sewer System Prior Lien Bond Reserve Fund (the
"Prior Lien Reserve Fund ").
The Revenue Fund shall be maintained as a separate account on the books of the City. The
Interest and Sinking Fund, the Reserve Fund and the Prior Lien Reserve Fund shall be
maintained at an official depository bank of the City, separate and apart from all other funds and
accounts of the City, and shall constitute trust funds which shall be held in trust for the benefit of
the holders of the Parity Bonds, and the proceeds of which (except for interest income, which
shall be transferred to the Revenue Fund) shall be and are hereby pledged to the payment of the
Parity Bonds. All of the Funds named above shall be used solely as provided in this Ordinance
22
#4573136.6
so long as any Parity Bonds remain outstanding.
(e) Flow of Funds. All Gross Revenues of the System shall be deposited as
collected into the Revenue Fund. Moneys from time to time on deposit to the credit of the
Revenue Fund shall be applied as follows in the following order of priority:
(i) First, to pay Maintenance and Operation Expenses and to provide by
encumbrance for the payment of all obligations incurred by the City for
Maintenance and Operation Expenses which may include an operating
reserve equal to one month's estimated Maintenance and Operation
Expenses.
(ii) Second, To the payment of the amounts required to be deposited in the
Prior Lien Reserve Fund, Special Funds or accounts created and
established for the payment and security of the Prior Lien Bonds in
accordance with the ordinances authorizing the issuance thereof.
(iii) Third, to make all deposits into the Interest and Sinking Fund required by
this Ordinance and any ordinance authorizing the issuance of any
outstanding Parity Bonds.
(iv) Fourt h, to make all deposits into the Reserve Fund required by this
Ordinance and any ordinance authorizing the issuance of any outstanding
Parity Bonds and any ordinance authorizing the issuance of Additional
Parity Bonds.
(v) Fifth, for any lawful purpose, including transfers to the General Fund as
permitted by law. Such permitted transfers to the General Fund are hereby
expressly authorized by this Ordinance and the purposes for which such
surplus revenues may be used shall include, but not be limited to, payment
of any other debt, expense, or obligation of the City.
Whenever the total amounts on deposit to the credit of the Interest and Sinking Fund, Reserve
Fund and the Prior Lien Reserve Fund shall be equivalent to the sum of the aggregate principal
amount of all outstanding Parity Bonds plus the aggregate amount of all interest accrued and to
accrue thereon, no further payments need be made into the Interest and Sinking Fund, Reserve
Fund and the Prior Lien Reserve Fund.
(f) Interest and Sinking Fund. On or before the last Business Day of each
month so long as any Parity Bonds remain outstanding, after making all required payments and
provision for payment of Maintenance and Operation Expenses, there shall be transferred into
the Interest and Sinking Fund from the Revenue Fund the following amounts:
(i) Such amounts, in approximately equal monthly installments, as
will be sufficient to pay the interest scheduled to become due on the Parity Bonds
on the next interest payment date; and
23
#4573136.6
(ii) Such amounts, in approximately equal monthly installments, as
will be sufficient to pay the next maturing principal of the Parity Bonds, including
the principal amounts of, and any redemption premiums on, any Parity Bonds
payable as a result of the exercise or operation of any redemption provision
contained in this Ordinance or in any ordinance authorizing the issuance of Parity
Bonds.
Moneys deposited to the credit of the Interest and Sinking Fund (except for interest income,
which shall be transferred to the Revenue Fund) shall be used solely for the purpose of paying
principal (either at maturity or prior redemption or to purchase Parity Bonds in the open market
to be credited against mandatory redemption requirements), interest and redemption premiums
on the Parity Bonds, plus all bank charges and other costs and expenses relating to such payment,
on a pro rata basis among all series of Parity Bonds. On or before each principal and /or interest
payment date for the Parity Bonds, the City shall transfer from the Interest and Sinking Fund to
the paying agents for the Parity Bonds an amount equal to the principal, interest and redemption
premiums payable on the Parity Bonds on such date, together with an amount equal to all bank
charges and other costs and expenses relating to such payment. The paying agents for the Parity
Bonds shall totally destroy all paid Parity Bonds and coupons (if any) and shall provide the City
with an appropriate Bond of destruction.
(g) Reserve Fund.
Unless the Reserve Fund is fully funded, on or before the last Business Day of
each month so long as any Parity Bonds remain outstanding, after making all required payments
and provision for payment of Maintenance and Operation Expenses, and after making the
transfers into the Interest and Sinking Fund required in the preceding Section, there shall be
transferred into the Reserve Fund from the Revenue Fund an amount at least equal to one -
sixtieth (1 /60th) of the average annual principal and interest requirements on the Parity Bonds, so
that the Reserve Fund shall contain, in no more than 60 months after the issuance of each such
issue of Parity Bonds, money and investments in an aggregate amount at least equal to the
average annual principal and interest requirements on all Parity Bonds then outstanding. After
such amount has accumulated in the Reserve Fund and so long thereafter as such Fund contains
such amount, no further deposits shall be required to be made into the Reserve Fund, and any
excess amounts may be transferred to the Revenue Fund. But if and whenever the balance in the
Reserve Fund is reduced below such amount, monthly deposits into such Fund shall be resumed
and continued in amounts at least equal to one - sixtieth (1 /60th) of the average annual principal
and interest requirements on the Parity Bonds until the Reserve Fund has been restored to such
amount; provided however, if a Reserve Fund Surety Policy has been obtained by the City
pursuant to the next paragraph below, then the provisions of such next paragraph shall govern
and control with respect to replenishment of amounts drawn under the Reserve Fund Surety
Policy. The Reserve Fund shall be used to pay the principal of and interest on the Parity Bonds
at any time when there is not sufficient money available in the Interest and Sinking Fund for
such purpose and it may be used finally to pay and retire the last Parity Bonds to mature or be
redeemed.
To the extent permitted by law, the City expressly reserves the right at any time to satisfy
24
#4573136.6
all or any part of the amounts required to be on deposit in the Reserve Fund (the "Reserve Fund
Requirement ") by obtaining for the benefit of the Reserve Fund one or more Reserve Fund
Surety Policies (a "Reserve Fund Surety Policy "). The purchase of such Reserve Fund Surety
Policy is approved, and the Mayor, Mayor Pro -Tem, City Manager, Chief Financial Officer, City
Clerk, Deputy City Clerk, and all other appropriate officers and agents of the City are each
authorized to execute such documents, including but not limited to a reimbursement agreement,
to grant a subordinated pledge and lien on the Net Revenues as security for the payment of
amounts due under the reimbursement agreement (which grant if made is hereby approved), and
to do any and all things necessary or desirable to obtain such a Policy if in the discretion of the
acting official deems its acquisition in the best interests of the City. In the event the City elects
to substitute at any time a Reserve Fund Surety Policy for any funded amounts in the Reserve
Fund., it may apply any bond proceeds thereby released, to the greatest extent permitted by law,
to any purposes for which the bonds were issued, and if all such purposes have been satisfied, to
the payment of debt service on such bonds, and it may apply any other funds thereby released to
any of the purposes for which such funds may lawfully be applied including the payment of debt
service on the Parity Bonds. A Reserve Fund Surety Policy shall be an insurance policy or other
similar guarantee in a principal amount equal to the portion of the Reserve Fund Requirement to
be satisfied which is issued by a financial institution or insurance company with a rating for its
long term unsecured debt or claims paying ability in the highest letter category by two major
municipal securities evaluation sources. The premium for any such policy shall be paid from
bond proceeds or other funds of the City lawfully available for such purpose. The City reserves
the right to fund any increase in the Reserve Fund Requirement caused by the issuance of
Additional Parity Bonds by the purchase of a Reserve Fund Surety Policy in the amount of such
increase or by making transfers from the Revenue Fund to the Reserve Fund, in approximately
equal monthly installments, in amounts sufficient to accumulate the increase in the Reserve Fund
Requirement within sixty (60) months of the issuance of such Additional Parity Bonds. If the
Reserve Fund contains only cash and the balance in the Reserve Fund is reduced below the
Reserve Fund Requirement at any time, the City shall make monthly transfers from the Revenue
Fund to the Reserve Fund, in approximately equal monthly installments, in amounts sufficient to
restore the balance in the Reserve Fund to the Reserve Fund Requirement within twelve (12)
months of the date on which the balance in the Reserve Fund was so reduced. If the Reserve
Fund contains a Reserve Fund Surety Policy (and no cash) and a draw is made against such
policy, the City shall make monthly transfers from the Revenue Fund, in approximately equal
monthly installments, in amounts sufficient to reimburse the amount drawn under such policy
within twelve (12) months. If the Reserve Fund contains a combination of cash and a Reserve
Fund Surety Policy, and the balance in the Reserve Fund is reduced below the Reserve Fund
Requirement by a combination of cash withdrawals and draws against the Reserve Fund Surety
Policy, the City shall make monthly transfers from the Revenue Fund, in approximately equal
monthly installments, in amounts sufficient to restore the cash balance in the Reserve Fund and
reimburse the amount drawn under such policy within twelve (12) months, with reimbursement
to be made for all amounts drawn under such policy before any cash deposits are made into the
Reserve Fund. Any reimbursement of amounts drawn against a Reserve Fund Surety Policy
shall be limited to the amounts actually paid under such policy, and the City shall have no
obligation to make any reimbursement payment with respect to any such policy except as
provided herein.
25
#4573136.6
Notwithstanding anything to the contrary contained herein, the requirement set
forth above in this subsection to maintain the Reserve Fund Requirement in the Reserve
Fund shall be suspended for such time as the Net Revenues for each Fiscal Year are equal
to at least 1.30 times the Average Annual Debt Service Requirements. In the event that the
Net Revenues for any Fiscal Year are less than 1.30 times the Average Annual Debt Service
Requirements, the City will be required to commence making Required Reserve Fund
Deposits, as provided above, and to continue such Required Reserve Fund Deposits until
the earlier of (i) such time as the Reserve Fund contains the Reserve Fund Requirement or
(ii) the Net Revenues in each of two consecutive years have been equal to not less than 1.30
times the Average Annual Debt Service Requirements.
During such time as the Reserve Fund contains the Reserve Fund Requirement or
the obligation to maintain the Reserve Fund Requirement has been suspended pursuant to
the paragraph above, the City may, at its option, withdraw all surplus funds in the Reserve
Fund and deposit such surplus in the Interest and Sinking Fund or otherwise use such
amount in any manner permitted by law.
(h) Prior Lien Reserve Fund. The City shall fully fund the reserve fund as
provided in the ordinances in connection with the Prior Lien Bonds.
(i) Deficiencies in Funds. If in any month there shall not be deposited into
any Fund maintained pursuant to this Section 20 the full amounts required herein, amounts
equivalent to such deficiency shall be set apart and paid into such Fund or Funds from the first
available and unallocated money in the Revenue Fund, and such payment shall be in addition to
the amounts otherwise required to be paid into such Funds during the succeeding month or
months. To the extent necessary, the rates and charges for the System shall be increased to make
up for any such deficiencies.
0) Investment of Funds; Transfer of Investment Income. Money in each
Fund. maintained pursuant to this Section of this Ordinance may, at the option of the City, be
invested as permitted by law, provided that all such deposits and investments shall be made in
such manner that the money required to be expended from any Fund will be available at the
proper time or times. Any obligation in which money is so invested shall be kept and held in the
Fund from which the investment was made. All such investments shall be promptly sold when
necessary to prevent any default in connection with the Parity Bonds. All interest and income
derived from such deposits and investments shall be transferred or credited as received to the
Revenue Fund, and shall constitute Gross Revenues of the System; provided, however, to the
extent such interest and income is derived from bond proceeds, such interest and income shall
not constitute Gross Revenues of the System and shall only be used for the purposes for which
the bond proceeds may be used.
22. Additional Bonds.
(a) Additional Obligations to be Issued on a Parity with the Prior Lien Bonds
_( Obligations of Inferior Lien and Pledge. The City may hereafter issue any additional
obligations on a parity with the Prior Lien Bonds or create or issue evidences of indebtedness for
26
#4573136.6
any purpose possessing a lien on the Net Revenues of the System superior to that to be possessed
by the Parity Bonds.
(b) Additional Parity Bonds. In addition to the right to issue bonds of inferior
lien as authorized by law, the City reserves the right to issue, for any lawful purpose, including
the refunding of any previously issued Prior Lien Bonds, Parity Bonds or any other bonds or
obligations of the City issued in connection with the System, one or more series of Additional
Parity Bonds payable from, and secured by a junior lien on and pledge of, the Net Revenues of
the System, on a parity with the Bonds and any other Additional Parity Bonds then outstanding;
provided, however, that no Additional Parity Bonds may be issued unless:
(i) The Interest and Sinking Fund contain the amount of money then
required to be on deposit therein;
(ii) For either the preceding Fiscal Year or any consecutive 12 -month
calendar period ending no more than 90 days prior to adoption of the ordinance
authorizing such Additional Parity Bonds, Net Revenues were equal to at least
125% of the average annual principal and interest requirements on all Prior Lien
Bonds and Parity Bonds that will be outstanding after the issuance of the series of
Additional Parity Bonds then proposed to be issued, as certified by the City's
Finance Officer or by an independent certified public accountant or firm of
independent certified public accountants; or
(iii) If the City cannot meet the test described in (ii) above, but a change
in the rates and charges applicable to the System becomes effective at least sixty
(60) days prior to the adoption of the ordinance authorizing Additional Parity
Bonds and the City's Finance Officer certifies that, had such change in rates and
charges been effective for the preceding fiscal year or 12 consecutive calendar
month period ending no more than 90 days prior to adoption of said ordinance,
the Net Revenues for such period would have met the test described in (iii) above.
(c) Subordinate Lien Obligations. The City reserves the right to issue, for any
lawful purpose, bonds, notes or other obligations (including but not limited to reimbursement
agreements undertaken to obtain reserve fund security policies) secured in whole or in part by
liens on and pledges of the Net Revenues that are junior and subordinate to the lien on and
pledge of Net Revenues securing payment of the Parity Bonds. Such subordinate lien
obligations may be further secured by any other source of payment lawfully available for such
purposes.
(d) Special Project Bonds. The City reserves the right to issue revenue bonds
secured by liens on and pledges of revenues and proceeds derived from Special Projects.
23. Covenants and Provisions Relating to all Parity Bonds.
(a) Punctual Payment of Parity Bonds. The City will punctually pay or cause
to be paid the interest on and principal of all Parity Bonds according to the terms thereof and will
faithfully do and perform, and at all times fully observe, any and all covenants, undertakings,
27
#45, 13136.6
stipulations and provisions contained in this Ordinance and in any ordinance authorizing the
issuance of Additional Parity Bonds.
(b) Maintenance of System. So long as any Parity Bonds remain outstanding,
the City covenants that it will at all times maintain the System, or within the limits of its
authority cause the same to be maintained, in good condition and working order and will operate
the! same, or cause the same to be operated, in an efficient and economical manner at a
reasonable cost and in accordance with sound business principles. In operating and maintaining
the System, the City will comply with all contractual provisions and agreements entered into by
it and with all valid rules, regulations, directions or order of any governmental, administrative or
judicial body promulgating same, noncompliance with which would materially an adversely
affect the operation of the System.
(c) Sale or Encumbrance of System. So long as any Parity Bond remain
outstanding, the City will not sell, dispose of or, except as permitted in this Ordinance, further
encumber the System; provided, however, that this provision shall not prevent the City from
disposing of any portion of the System which is being replaced or is deemed by the City to be
obsolete, worn out, surplus or no longer needed for the proper operation of the System. Any
agrecment pursuant to which the City contracts with a person, corporation, municipal corporation
or political subdivision to operate the System or to lease and /or operate all or part of the System
shall not be considered as an encumbrance of the System.
(d) Insurance. The City further covenants and agrees that it will keep the
System insured with insurers of good standing against risks, accidents or casualties against which
and to the extent insurance is customarily carried by political subdivisions of the State of Texas
operating similar properties, to the extent that such insurance is available. The cost of all such
insurance, together with any additional insurance, shall be a part of the Maintenance and
Operation Expenses. All net proceeds of such insurance shall be applied to repair or replace the
insured property that is damaged or destroyed, or to make other capital improvements to the
System, or to redeem Parity Bonds.
(e) Accounts, Records and Audits. So long as any Parity Bonds remain
outstanding, the City covenants and agrees that it will maintain a proper and complete system of
records and accounts pertaining to the operation of the System in which full, true and proper
entries will be made of all dealings, transactions, business and affairs which in any way affect or
pertain to the System or the Gross Revenues or the Net Revenues thereof. The City shall after
the close of each of its Fiscal Years cause an audit report of such records and accounts to be
prepared by an independent certified public accountant or independent firm of certified public
accountants. Each year promptly after such audit report is prepared, the City shall furnish a copy
thereof without cost to the Municipal Advisory Council of Texas and any holders of Parity
Bonds who shall request same. All expenses incurred in preparing such audits shall be
Maintenance and Operation Expenses.
(I) Competition. To the extent it legally may, the City will not grant any
franchise or allow for the acquisition, construction or operation of any competing facilities which
might be used as a substitute for the System and will prohibit the operation of any such
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#45'3136.6
competing facilities.
(g) Pledge and Encumbrance of Net Revenues. The City covenants and
represents that it has the lawful power to pledge the Net Revenues to the payment of the Parity
Bonds and has lawfully exercised such power under the Constitution and laws of the State of
Texas. The City further covenants and represents that, other than to the payment of the Parity
Bonds, the Net Revenues are not and will not be pledged to the payment of any debt or
obligation of the City, or in any other manner encumbered unless such pledge or encumbrance is
junior and subordinate to the lien and pledge securing payment of the Parity Bonds.
(h) Remedies. This Ordinance shall constitute a contract between the City
and the holders of the Parity Bonds from time to time outstanding, and shall remain in effect
until the Parity Bonds and the interest thereon shall be fully paid or discharged or provision
therefor shall have been made as provided herein. In the event of a default in the payment of the
principal of or interest on any of the Parity Bonds or a default in the performance of any duty or
covenant provided by law or in this Ordinance, the holder or holders of any of the Parity Bonds,
as appropriate, may pursue all legal remedies afforded by the Constitution and laws of the State
of Texas to compel the City to remedy such default and to prevent further default or defaults.
Without in any way limiting the generality of the foregoing, it is expressly provided that any
holder of any of the Parity Bonds may at law or in equity, by suit, action, mandamus, or other
proceedings, enforce and compel performance of all duties required to be performed by the City
under this Ordinance, including the making and collection of reasonable and sufficient rates and
charges for the use and services of the System, the deposit of the Gross Revenues thereof into the
special funds as herein provided, and the application of such Gross Revenues and Net Revenues
in the manner required in this Ordinance.
(i) Legal Holidays. In any case where the date fixed for payment of interest
on or principal of the Parity Bonds or the date fixed for redemption of any Parity Bonds shall be
a legal holiday or a day on which a paying agent for the Parity Bonds is authorized by law to
close, then payment of interest or principal by such paying agent need not be made on such date
but may be made on the next succeeding business day with the same force and effect as if made
on the date fixed for such payment and no interest shall accrue for the period from such date to
the date of actual payment.
0) Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the City shall most effectively approximate such
required publication and the giving of such notice in such manner shall for all purposes of this
Ordinance be deemed to be in compliance with the requirements for publication thereof.
24. Further Proceedings. After the Bonds to be initially issued shall have been
executed, it shall be the duty of the Mayor and other appropriate officials and agents of the City
to deliver the Bonds to be initially issued and all pertinent records and proceedings to the
Attorney General of the State of Texas, for examination and approval. After the Bonds to be
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EZIN W-111
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 the Comptroller's bond clerk
or an assistant bond clerk lawfully designated in writing to act for the Comptroller) shall
manually sign the Comptroller's Registration Certificate prescribed herein and the seal of said
Comptroller shall be impressed or placed in facsimile, thereon.
25. Sale of Bonds. The Bonds are hereby sold and shall be delivered to the Underwriter
at a price and upon the terms as set forth in the Officers Pricing Certificate.
26. Tax Exemption.
(a) The City intends that the interest on the Series 2014A Bonds shall be
excludable from gross income for federal income tax purposes pursuant to Sections 103 and 141
through 150 of the Code, and the applicable Treasury Regulations promulgated thereunder (the
"Regulations "). The City covenants and agrees not to take any action, or knowingly omit to take
any action within its control, that if taken or omitted, respectively, would (i) cause the interest on the
Series 2014A Bonds to be includable in gross income, as defined in Section 61 of the Code, for
federal income tax purposes or (ii) result in the violation or failure to satisfy any provision of
Section 103 and 141 through 150 of the Code and the applicable Regulations. In particular, the City
covenants and agrees to comply with each requirement of this Section 26; provided, however, that
the City shall not be required to comply with any particular requirement of this Section 26 if the
City has received an opinion of nationally recognized bond counsel (a "Counsel's Opinion ") that (i)
such noncompliance will not adversely affect the exclusion from gross income for federal income
tax purposes of interest on the Series 2014A Bonds or (ii) compliance with some other requirement
set forth in this Section 25 will satisfy the applicable requirements of the Code and the Regulations,
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 26.
(b) No Private Use or Payment and No Private Loan Financing. The City
covenants and agrees that it will make such use of the proceeds of the Series 2014A Bonds,
including interest or other investment income derived from Series 2014A Bond proceeds,
regulate the use of property financed, directly or indirectly, with such proceeds, and take such
other and further action as may be required so that the Series 2014A Bonds will not be "private
activity bonds" within the meaning of Section 141 of the Code and the Regulations promulgated
thereunder. Moreover, the City shall certify, through an authorized officer, employee or agent
that based upon all facts and circumstances known or reasonably expected to be in existence on
the date the Series 2014A Bonds are delivered, that the proceeds of the outstanding Parity Bonds
have not been and the proceeds of the Series 2014A Bonds will not be used in a manner that
would cause the Series 2014A Bonds to be "private activity bonds" within the meaning of
Section 141 of the Code and the Regulations promulgated thereunder.
(c) No Federal Guaranty. The City covenants and agrees not to take any
action, or knowingly omit to take any action within its control, that, if taken or omitted,
respectively, would cause the Series 2014A Bonds to be "federally guaranteed" within the
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meaning of Section 149(b) of the Code and the applicable Regulations thereunder, except as
permitted by Section 149(b)(3) of the Code and such Regulations.
(d) No Hedge Bonds. The City covenants and agrees not to take any action,
or knowingly omit to take any action within its control, that if taken or omitted, respectively,
would cause the Series 2014A Bonds to be "hedge bonds" within the meaning of section 149(g)
of the Code and the applicable Regulations thereunder. Moreover, the City will certify, through
an authorized officer, employee or agent, based upon all facts and estimates known or reasonably
expected to be in existence on the date the Series 2014A Bonds are delivered, that the proceeds
of the Refunded Bonds have not been used in a manner that would cause the Refunded Bonds or
the Series 2014A Bonds to be "hedge bonds" within the meaning of section 149(g) of the Code
and the Regulations promulgated thereunder.
(e) No- Arbitrage. The City covenants and agrees that it will make such use of
the proceeds of the Series 2014A Bonds, including interest or other investment income derived
therefrom, regulate investments of such proceeds and amounts, and take such other and further
action as may be required so that the Series 2014A Bonds will not be "arbitrage bonds" within the
meaning of Section 148(a) of the Code and the applicable Regulations promulgated thereunder.
Moreover, the City shall certify, through an authorized officer, employee or agent, that based
upon all facts and estimates known or reasonably expected to be in existence on the date the
Series 2014A Bonds are delivered, that the proceeds of the Series 2014A Bonds will not be used
in a manner that would cause the Series 2014A Bonds to be "arbitrage bonds" within the meaning
of Section 148(a) of the Code and applicable Regulations promulgated thereunder.
(I) Arbitrage Rebate. If the City does not qualify for an exception to the
requirements of Section 148(f) of the Code relating to rebate to the United States, 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 Series 2014A Bonds (within the meaning of
Section 148(f)(6)(B) of the Code), be rebated to the federal government. Specifically, the City
will (i) maintain records regarding the investment of the gross proceeds of the Bonds as may be
required to calculate the amount earned on the investment of the gross proceeds of the Series
201.4A Bonds separately from records of amounts on deposit in the funds and accounts of the
City allocable to other bond issues of the City or moneys which do not represent gross proceeds
of any bonds of the City, (ii) determine at such times as are required by applicable regulations,
the amount earned from the investment of the gross proceeds of the Series 2014A Bonds which is
required to be rebated to the federal government, and (iii) pay, not less often than every fifth
anniversary date of the delivery of the Series 2014A Bonds, or on such other date as may be
permitted under applicable Regulations, all amounts required to be rebated to the federal
government. Further, the City will not indirectly pay any amount otherwise payable to the
federal government pursuant to the foregoing requirements to any person other than the federal
government by entering into an investment arrangement with respect to the gross proceeds of the
Series 2014A Bonds that might result in a reduction in the amount required to be paid to the
federal government because such arrangement results in a smaller profit or a larger loss than
would have resulted if the arrangement had been at arm's length and had the yield on the issue
not been relevant to either party.
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(g) Information Reporting. The City covenants and agrees to file or cause to
be filed with the Secretary of the Treasury, not later than the 15th day of the second calendar
month after the close of the calendar quarter in which the Series 2014A Bonds are issued, an
information statement concerning the Series 2014A Bonds, all under and in accordance with
Section 149(e) of the Code and applicable Regulations promulgated thereunder.
(h) Record Retention. The City will retain all pertinent and material records
relating to the use and expenditure of the proceeds of the Refunded Bonds and the Series 2014A
Bonds until three years after the last Series 2014A Bond is redeemed, or such shorter period as
authorized by subsequent guidance issued by the Department of Treasury, if applicable. All
records will be kept in a manner that ensures their complete access throughout the retention
period. For this purpose, it is acceptable that such records are kept either as hardcopy books and
records or in an electronic storage and retrieval system, provided that such electronic system
includes reasonable controls and quality assurance programs that assure the ability of the City to
retrieve and reproduce such books and records in the event of an examination of the Series
2014A Bonds by the Internal Revenue Service.
(i) Registration. The Series 2014A Bonds will be issued in registered form.
0) Deliberate Actions. The City will not take a deliberate action (as defined
in section 1.141- 2(d)(3) of the Regulations) that causes the Series 2014A Bonds to fail to meet
any requirement of section 141 of the Code after the issue date of the Series 2014A Bonds unless
an appropriate remedial action is permitted by section 1.141 -12 of the Regulations and an
opinion of Bond Counsel is obtained that such remedial action cures any failure to meet the
requirements of section 141 of the Code.
(k) Continuing Obligation. Notwithstanding any other provision of this
Ordinance, the City's obligations under the covenants and provisions of this Section shall survive
the defeasance and discharge of the Series 2014A Bonds for so long as such matters are relevant
to the exclusion from gross income of interest on the Series 2014A Bonds for federal income tax
purposes.
27. Escrow Agreements. The form of the escrow agreements (both the "Escrow
Agreement ") by and between the City and The Bank of New York Mellon Trust Company, N.A.,
Dallas, Texas (the "Escrow Agent "), attached hereto as Exhibit B and incorporated herein by
reference as a part of this Ordinance for all purposes, is hereby approved as to form and content, and
such Escrow Agreement in substantially the form and substance attached hereto, together with such
changes or revisions as may be necessary to accomplish the refunding or benefit the City, is hereby
authorized to be executed by the Mayor or Mayor Pro Tem and City Clerk for and on behalf of the
City.
Furthermore, appropriate officials of the City in cooperation with the Escrow Agent are
hereby authorized and directed to make the necessary arrangements for the purchase of the
escrowed securities referenced in the Escrow Agreement, if any, and the delivery thereof to the
Escrow Agent on the day, of delivery of the Bonds to the Underwriter for deposit to the credit of the
"2014 CITY OF BEAUMONT, TEXAS, WATER AND SEWER SYSTEM REVENUE
REFUNDING BOND ESCROW FUND" (the "Escrow Fund "); all as contemplated and provided in
Texas Government Code, Chapter 1207, as amended, this Ordinance and the Escrow Agreement.
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28. Refunded Bonds. (a) In order to provide for the refunding, discharge and retirement
of the Refunded Bonds, the Refunded Bonds are called for redemption on September 1 of 2014,
2015 and 2016 at the price of par plus accrued interest to the redemption date, and notice of such
redemption shall be given in accordance with the applicable provisions of the ordinance adopted by
the Council, which authorized the issuance of the Refunded Bonds. The City Clerk is hereby
authorized and directed to file a copy of this Ordinance, together with a suggested form of notice of
redemption to be sent to bondholders, with The Bank of New York Mellon Trust Company, N.A.,
Dallas, Texas, in accordance with the redemption provisions applicable to the Refunded Bonds.
(b) The redemption of the Refunded Bonds described above being associated with the
refunding of such Refunded Bonds, the approval, authorization and arrangements herein given and
provided for the redemption of such Refunded Bonds on the redemption date designated therefor
and in the manner provided shall be irrevocable upon the issuance and delivery of the Bonds; and
the City Clerk is hereby authorized and directed to make all arrangements necessary to notify the
holders of such Refunded Bonds of the City's decision to redeem such Refunded Bonds on the date
and in the manner herein provided and in accordance with the ordinance authorizing the issuance of
the Refunded Bonds and this Ordinance.
29. Engagement of Professionals. The City Council hereby confirms the engagement of
(i) RBC Capital Markets, LLC, as Municipal Advisor, to the City and (ii) Wells Fargo Securities,
Inc., as the senior underwriter, Estrada Hinojosa & Co., Inc. as co- senior underwriter, R.W.
Baird, Inc., BOSC, Inc., and Coastal Securities, Inc. as co- managers (together, the
"Underwriter ") in connection with the issuance and sale of the Bonds.
30. Proceeds of Sale. Proceeds from the sale of the Bonds, together with other funds
of the City, if any, shall, promptly upon receipt by the City, be applied as set forth in the
Officer's Pricing Certificate. Any proceeds remaining after the accomplishment of such
purposes, including interest earnings on the investment of such proceeds, shall be deposited to
the Interest and Sinking Fund.
31. Bond Insurance. In order to obtain the lowest attainable interest rates on the
Bonds, the City Manager or the Director of Finance are authorized to enter into a credit
agreement with one or more Bond Insurers to obtain one or more bond insurance policies with
respect to all or a portion of the Bonds. The City Manager or the Director of Finance are
authorized to execute and the City Secretary is authorized to attest and affix the City's seal to
any documents required in connection with the purchase of any such policy or policies.
32. Paying _Agent/Registrar Agreement. The paying agent /registrar agreement (the
"Paying Agent Agreement ") by and between the City and Paying Agent, a form of which is attached
hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes,
is hereby approved, together with such changes or revisions as may be necessary to accomplish the
refunding or benefit the City, is hereby authorized to be executed by the Mayor or Mayor Pro Tern
and City Clerk for and on behalf of the City.
33. 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
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#4573136.6
Statement in the reoffering of the Bonds by the Underwriter is hereby approved, authorized and
ratified. The proper officials of the City are hereby authorized to execute and deliver a Bond
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.
34. No Personal Liability. No recourse shall be had for payment of the principal of or
interest on any Bonds or for any claim based thereon, or on this Ordinance, against any official
or employee of the City or any person executing any Bonds.
35. Continuing Disclosure Undertaking. (a) Annual Reports. The City undertakes
and agrees for the benefit of the Bond holders to provide annually to the MSRB, within six months
after the end of each fiscal year, financial information and operating data with respect to the City of
the general type included in the final Official Statement authorized in this Ordinance (i) under the
headings "CITY WATERWORKS AND SEWER SYSTEM REVENUE DEBT ",
"ADMINISTRATION OF THE CITY ", "THE SYSTEM -WATER AND SEWER RATES" and in
APPENDIX B. The information to be provided shall include the financial statements of the City
prepared in accordance with the accounting principles the City may be required to employ from
time to time pursuant to State law or regulation and audited, if the audit is completed within the
period during which they must be provided. If the audit of such financial statements is not
completed within such period, then the City shall provide unaudited financial statements for the
applicable fiscal year to the MSRB within such six month period, and audited financial statements
when the audit report on such statement becomes available.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date of
the new fiscal year end) prior to the next date by which the City otherwise would be required to
provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB) that
theretofore has been provided to the MSRB or filed with the SEC.
(b) Material Event Notices. The City shall notify the MSRB, in a timely manner, of any
of the following events with respect to the Bonds, if such event is material within the meaning of the
federal securities laws:
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;
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vi. Adverse tax opinions or the issuance by the Internal Revenue Service of
proposed or final determination of taxability, Notices of Proposed Issue (IRS
Form 5701 -TEB) or other material notices or determinations with respect to
the tax status of the security, or other material events affecting the tax status
of the security;
vii. Modifications to rights of Bondholders, if material;
viii. Bond calls, if material, and tender offers;
ix. Defeasances;
X. Release, substitution or sale of property securing repayment of the securities,
if material;
xi. Rating changes;
xii. Bankruptcy, insolvency, or 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 or undertake such 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.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with section (a) above. All documents
provided to the MSRB shall be accompanied by identifying information as prescribed by the
MSRB.
(c) Limitations, Disclaimers and Amendments. The City shall be obligated to observe and
perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that
the City in any event will give notice of any deposit made in accordance with Texas law that causes
Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial owners of
the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
35
#4573136.6
other information that may be relevant or material to a complete presentation of the City's financial
results, condition, or prospects or hereby undertake to update any information provided in
accordance with this Section or otherwise, except as expressly provided herein. The City does not
make any representation or warranty concerning such information or its usefulness to a decision to
invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH,
WIHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT
SPECIFIED IN THIS SECTION OR FROM ANY STATEMENT MADE PURSUANT TO THIS
SECTION. HOLDERS OR BENEFICIAL OWNERS OF BONDS MAY SEEK AS THEIR SOLE
REMEDY A WRIT OF MANDAMUS TO COMPEL THE CITY TO COMPLY WITH ITS
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 Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time 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 (i) the agreement, as amended,
would have permitted the Underwriter to purchase or sell the Bonds in the initial primary offering in
compliance with the Rule, taking into account any amendments or interpretations of such rule to the
date of such amendment, as well as such changed circumstances, and (ii) either (a) the holders of a
majority in aggregate principal amount of the outstanding Bonds consent to such amendment, or (b)
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 if the
SEC amends or repeals the applicable provisions of the Rule 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 an underwriter from lawfully purchasing or reselling the Bonds in the primary
offering of the Bonds in compliance with the Rule. 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
any change in the type of information and operating data so provided.
The City's continuing obligation to provide annual financial information and 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. 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
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and purpose of said meeting was given, all as required by Chapter 551 of the "Texas Government
Code.
37. Interpretations. All terms defined herein and all pronouns used in this Ordinance
shall be deemed to apply equally to singular and plural and to all genders. The titles and
headings of the sections of this Ordinance have been inserted for convenience of reference only
and are not to be considered a part hereof and shall not in any way modify or restrict any of the
teams or provisions hereof. This Ordinance and all of the terms and provisions hereof shall be
liberally construed to effectuate the purposes set forth herein and to sustain the validity of the
Parity Bonds and the validity of the lien on and pledge of the Net Revenues to secure the
payment of the Parity Bonds.
38. Repealer. All orders, resolutions, and ordinances, and parts thereof inconsistent
herewith are hereby repealed to the extent of such inconsistency.
39. Effective Date. This Ordinance shall be in force and effect from and after its final
passage, and it is so ordered.
40. Amendment of Ordinance.
(a) If and to the extent permitted by this Ordinance, the owners of the Bonds
aggregating in the principal amount of 51% of the aggregate principal amount of the
outstanding 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 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 Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal payable on the outstanding
Bonds;
(4) Modify the terms of payment of principal of or interest on the
outstanding Bonds, or impose any conditions with respect to such payment;
(5) Affect the owners of less than all of the outstanding Bonds then
outstanding;
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(6) Change the percentage of the principal amount of outstanding
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 the
Bonds. Such publication is not required, however, if notice in writing is given to each
owner of the outstanding 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)
year, from the date of the publication of said notice or other service of written notice the
City shall receive an instrument or instruments executed by the owners of at least 51% in
aggregate principal amount of the Bonds then outstanding, which instrument or
instruments shall refer to the proposed amendment described in said notice and which
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 Bonds under this Ordinance
of the City and all the owners of then outstanding Bonds, shall thereafter be determined,
exercised and enforced hereunder, subject in all respect to such amendments.
(e) Any consent given by the owner of the outstanding 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 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 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 Bonds, by any
owner of Bonds, and the amount and number of such 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, Mayor Pro
Tem, City Manager or Chief Financial Officer as to changes prior to issuance to comply
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with requirements by the Attorney General of Texas or Underwriter) 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 Bonds or
required by the Underwriter 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
Bonds.
(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 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 Bonds issued after the date of the adoption
of such modification.
41. Related Matters. To satisfy in a timely manner all of the City's obligations under
this Ordinance, the Mayor or Mayor Pro Tem, City Manager, Chief Financial Officer, City Clerk
or any Deputy City Clerk, and all other appropriate officers and agents of the City are hereby
authorized and directed to take all other actions that are reasonably necessary to provide for the
issuance of the Bonds, including without limitation, executing and delivering on behalf of the
City all Bonds, consents, receipts, requests, and other documents as may be reasonably necessary
to satisfy the City's obligations under this Ordinance and to direct the application of funds of the
City consistent with the provisions of this Ordinance.
42. 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.
43. Interpretations. All terms defined herein and all pronouns used in this Ordinance
shall be deemed to apply equally to singular and plural and to all genders. The titles and
headings of the sections of this Ordinance have been inserted for convenience of reference only
and are not to be considered a part hereof and shall not in any way modify or restrict any of the
terms or provisions hereof. This Ordinance and all of the terms and provisions hereof shall be
liberally construed to effectuate the purposes set forth herein and to sustain the validity of the
39
#4573136.6
Parity Bonds and the validity of the lien on and pledge of the Net Revenues to secure the
payment of the Parity Bonds.
[The remainder of this page has intentionally been left blank.]
.e
#4573136.6
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 22nd day of July,
2014.
ATTEST:
City Clerk
The City of Beaumont
(SEAL)
41
#4573136.6
- Mayor Becky Ames -
SCHEDULEI
REFUNDED BONDS
42
#4573136.6
EXHIBIT "A"
ESCROW AGREEMENT
43
#4573136.6
EXHIBIT "B"
PAYING AGENT/REGISTRAR AGREEMENT
44
#45-173136.6
EXHIBIT "C"
BOND PURCHASE AGREEMENT
45
#4573136.6
EXHIBIT D
OFFICER'S PRICING CERTIFICATE
.i
#4573136.6
N
Julv 22, 2014
Consider a resolution authorizing the City Manager to execute an Earnest Money Contract for the
sale of the Hotel Beaumont
RICH W170 OPPORTIINITY
r
T . E • X • A • S City Council Agenda Item
TO: City Council
FROM: Kyle Hayes, City Manager
PREPARED BY: Dr. Joseph Majdalani, P.E., Public Works Director .,.�
MEETING DATE: July 22, 2014
REQUESTED ACTION: Council consider a resolution authorizing the City Manager to
execute an Earnest Money Contract for the sale of the Hotel
Beaumont.
BACKGROUND
On February 25, 2014, City Council passed Resolution No. 14 -043 accepting the bid submitted
by NAI Wheeler for an annual contract for real estate broker services to list and sell City -owned
property.
NAl Wheeler has secured two potential buyers who are interested in purchasing the Hotel
Beaumont located at 625 Orleans Street. However, after reviewing both Earnest Money
Contracts, it is in the best interest of the City of Beaumont to execute the Earnest Money
Contract with Garden Street Holdings, LLC with a cash offer in the amount of $1,175,000.00.
Garden Street Holding, LLC will deposit $15,000.00 as earnest money to Texas Regional Title
for a feasibility period of 30 days. Garden Street Holding, LLC will have the right to extend the
feasibility period for one (1) additional 30 day period by paying directly to the City of Beaumont
an additional $10,000 in earnest money at least five (5) days prior to the expiration of the initial
feasibility period. The initial $15,000 and the additional $10,000 earnest money will become
applicable to the purchase price but non - refundable.
FUNDING SOURCE
Not Applicable.
RECOMMENDATION
Approval of resolution.
RESOLUTION NO.
BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF BEAUMONT:
THAT the City Manager be and he is hereby authorized to execute an Earnest Money
Contract with Garden Street Holdings, LLC for the sale of the Hotel Beaumont. The
contract is substantially in the form attached hereto as Exhibit "1" and made a part hereof
for all purposes.
2014.
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 22nd day of July,
- Mayor Becky Ames -
Tp\ -,,s (.-)F REALT(-)R'i f",
COMMERCIAL CONTRACT - IMPROVED PROPERTY
1. PARTIES: Seller �-gvc,r-� t�, 'l-C,11 and mlvE�',� '�c BLiver the oescrined in -;, DLr,,e-- acrees
- -�: - - -1pri
t:-1 --)ijv 1�ie Pu-ippil,.. from `el eT for the sales, prlc�-z statt--c i'-1 P7aragraLiti 3- Th zpa-lie_-: '-1=I thi, are,
9
PROPERTY,
"Propc,1y" mcaris ihat tell PJCIj�Iel Si[U,-Ited fri
202 =_. =! and that l-- le-miliv deL,,cribed o,-i r1hqL- attached E,-,;hjbr
-,UntIv. 7eras
--Z
2,
TEIIlcjv'?<:
i all builar• miproveme-rits. srnd fiXtUres
-�s rj-urta'f'�.n�,
all l arid appuricriarj' ;" '(D th� Irclurimg S- Firght 'Mi-
ritc-rest in an., ri-nnerals, utilities, adiacen-, --ii-eets alleys, strips- go,,e-,. arc rqht--of-,Aia-,,,-,
'5 "l se:]E'r's interest in all Jeasc,'s. rents, and --,eCLjrjtv diep Dsit, tm ak or part cif the Prope't,.
4) Sei
vmere,t in all licen-ses, and pi,2ormits relal-?c In the, Prlrperty,
iriteres* in all third Dartv vvarrantl-e-7-S or tiivarait[ �f Lhu
iu ru,
b I Se'.ler's iqlerest in any itade narnes. it tranFieraiole, --led Cl �-orinection 'wrh -he and
_7 i ull SclIll tangible. personal proper-y located on the PropertY that s used co-i-lec-,ion with the
Propert,,,'s operations �xnpl:
ArPl' O'Crsofllal pr•oeiU, not included in the s2e rTiu--! be removad b,y SekeT pricif t-,
7
are be ery eJ a appro')!'� a re-, a cLl 0 "r, s h, o L; btn a NaC
A G5, T
d,
3. SALES PRICE: Al n! h)ekxe VVI Da-, th- lolloo;ing .,r0cp- lor the P r -.Y:
�' -ash co - -ion pity `bid by -F,u, et -it ciosin; - - - - - -
of all finanrin:; de ----ibed m
ak-
n r vJ
14
EXHIBIT "I"
4. FINANCING: ✓UVCr VVIII tmallce the potion ,3f thc=s xnc;:-- Under Paragraph as 710110A1_
Thir.,-j :71nar -r!(, ' -, lll� I- I � I I - ; � I ____ ___ ="Ii-
L in! - One o- more tf rd p-Ij,,, loar's ir' th;:! t07al TmOU171 Of c
Tfcl
_J LJPt7n Pu�ei third par,y , F-la-icii-9
1 -.21 is contingent upon obtaining third pari�, fit-a-n�:H, ) 1* -ic, :oidancE with the
Clonir.3c.t FIT-Ian nci 4ddondum !7A 5=1 -1 9
Aldenc�im TA'.R-1 K; 1.
ASSLAIT�Q_.,[Qr,: 1,,i ac"C"Dr-�anc;iF! v fith the _�,,,ritract
the e).!sting pn)mi :,or; rctel sic,:,ed t-v the Prc):);-2rt.v !vh1cf't na'a',-ice a,
be S
-omis notc e de- tri e
!�j Seller Finaricinq: 7 he delrvc!r,� c�. j, r)i - sl c and Jeec of trust for i Buvcl t�") Seilel
Comujerc.l:? 1,`ontra.l-j Fi-ian,_-nci Addert,11.11^1_ ;TAP-1 iii it amount of
S. EARNEST MONEY:
('' +j of later trian after 'he efic_Ctivf, dati_--, (= iU\ eF MJE;. 211-2p, OI, a,-,
,,%,jth n%,
11 RLIver fai�s 1.--) timely deposit the eurriest mc)-ley, Selier may lemirialc ills contract o- any of
I Poo; is
11 - -,A,- r i tl e r notice tc) i;L-vel bef:Jle B,1�r cd
, 1plj��r -, other t e t-ned e5 under PraraI;jtap�� 15 1, p t -cl v i d I r 1 u-
the
E. 5U,.;�! will depDsll at,, additional amou-it of S vith lhc- htle be mace
earl -Df the earne:,f moric-,,, cw beta -:
divs after Buyer's righ! to tc-rmm_ste under Paraclraph 7F ir,,xpi-rns (I[
BLJ,-('l v�,ill be it default if BLivor fahs to deposi, the additlonal an-iolum requtied by Ifiis PaacraPh 5E
3 ci--V.1.-S of 'Seller notili � 5,,jyez 1ha-, F33j*,,(er hp- n�:jt tiri-�el� d-,_Po Wie aad4ticw.21 amounT.
C Y
'it the Barnes! mcinev in an intorest-bearinq accaun! a! a
BUyCr rnay ins the tilie COTTIpany -,a de.pns I
insured firiaricial Institution and to crccljt any, interest to � uleer
6. 7TTLE POLICY, SURVEY, AND UCC SEARCH:
A.. Tjtk� Pulii�v
I Selier, il SE0ieT , PXr)0-?1S;r!, Will furnish SiLlyet- an 0i,?vr,,.,, !� Pcilicy- of Title the [tile policy:
by any undewriter of the title c;,.)rm-)any in the amount of the szalcs price, diatc-c at O aflell
closFrig, Ensunrip Ruyer against loss under "ic title Policy. Subject Only to:
1,hrx;t-. iitic excc-ptions permiVed by this •contract 0T as ;TiaV b-e axproved b 1` Djye.- in veri-.ing: and
qated form, of title Listless. fts
the standard printed exceptions conta-med in th.,� porriulr
corit--tc,t pr..-3vides, olherlxisc,.
h� stancard printed exception, as %, discrepancies. conflicts. or shO.1-ka-Cles 11", a7e-, spic boundary
lines. o- any uncraacnments or protrusions. or any ovarl3pping irnpmvernerlts
,vill not be amended or deleted from Nhe tilllu pCilicy
at the expense o' Cl B�jye- !J! Scilei
LJ vvil'] be arnndc�d ',o fead "shartagef: in areas L
i"fi VVItrUITI _'� '_ iiays after itic eTfective Mate- seder will furnish 7-51..,ye7 a coi-rimirment foF title insurance
:the commitanent i Including legible ci,.)pI.,,JL; of recotded doc.,.iments evidericing title cx- erjticclns_ Geller
:71LJtf),'7ri7e!; the title �,11T1p.f I ever the, comr-nivnew acid related document-_ Lc:i BLIVI-21' w111 9LJy�-,'L
jrj� tf) d i
7 1' , I ,
J
C 11 '1 - T c, -,,,! a --. :-I p- r -I
0 v,,ill ribm n a sijrve,,,, of 'fie 9-1d cl�dive- 2 cc)pi� ,:� lt,E� SLr,Vclv tc.,
operty cat �J ft CCOf 1l, - - %� " �')
-0 9 ie: i 0 A� 7, -'A _anc Tifle Survev
:,e�ler. The zrvcy must 'je maoe In
ir io TCxas Sfy_Jctv :fit Proies"140nziI Surveyors' stancaid-s fLir cl u r I A Lf I Y
iinnei ine apptopriate cDridific-ri. -icllur will Tui-mbLj:_-1tz; B"Ivel
the =St 0 tnt SJ7,te, 91: if
mfft�- tmto7 e�:enve date-
_j elier. "at `ell.. _: c�.1q,)CI-1110 VJW TLR-111��17 EIPp'e- a SU�V,?V o' ::`ii:' rcpo
The cur,ot,y must be made ir, ac=ordarice vat', Lhe !'i; ki.TA AC'SI-J Land TTtle slanda-Tcis, or
T e Xa. t7 . Sode!,y, of S.j-veyc-. standards ;or a C'1aVc-qor,,! I A sul- under the
A 3 wil, deli'v'er L-) ar.c., :he title compariv a tric and cc,,m_'Ct co")" Cl t F",1,ost
'ne t tj�� .j. L:�,pti l ,r2l of the
'jjp�?
pel�y .vtf, an atima
of the �rlj
1-1�jl` 3c,
,-A: 9 �SLIF-v'��; I', : l e ; 2 ; t t i r g, su � c�-jtab Ide 0[71L) HV Sel'
oxpers;-. vs ill obtam a, new �-, tiladated surf e,,r acceptable -,o the title C,,C)7, parer a-ld deliv ttiu-
iac:cpptable TO Buyer and tlhu. tific, ccmpai7�, w4hm, 21D day: after Seller ruz>_,r"C'S notice, that
'he is TIV acceptable to trie lit;:-e., The closing ca-to vv ill be extended dailiv
up c��Plable �h;,th, i-, the timc- i _,oUrcd. 13
-�n ciav toi SAler delive,- Z71 LIC j
f tlw% -he ne,o., Di jpdated survey
C) -m
'I "Nithin
days, aftker 'he efiective cdat�- Se:k_:�f at Se',�3ei's expense, will f urnisr B.,uyer a Unif . i
L tfc
:3 iampo-ting service and cae)d af-crthc- e riale_
- -i filk, thc, te -ind 11`1�?
ie Seari--h nius idcimity d-)cumenls teat rc, c� a:, ',,ecre4ary c, Si S�L - L
-r -hp and' shcjv�_
inty the :1roPcrL,, is 'hat relate tc all perssoTial pr'_,) ?y c)
in [h(, la-st 5 Y�--a-s.
jet in, I t kei anci al: cmfner� -,f The pemomil propc�rl..,,
LJ Fvy,t ' Joas not require S,211iCr 10 71,lrnish a se-a-ch
i L L 7 the cc,"Timi'Ll-IcIlL, co,:)[Cs T I j� 1�_-;n L - evloen
l,er Buye� iece�ve- *h- doc� �Jnp th-
BUy;--r TT1,1-y oblv-cl to matte_z
rifle exc,eptTom�, any TcqLljrcd !:urve�,. alvl 1'etj,j�red _1CC scarch,
thy_,, it err -. if: tai -d-je. matters. Jrsclosc =;J �3re a restrick)n upcxi the Fropert� ror constitutc., a
-�n - e 1Z TI
defect or encumbrance- 'Lo title 1c; the real or otnrsc. al proporly nescribed in P_qragar_l 21 other t[ I
m, _L1Lil.er "PA! assurnE al
- -I v �i3 �)t the Pr`O;Dert'p - �IeS 71 a SrX_,dal flcuic ha-ard ar��a �3i-
)i ;�b-: the ite-,Tis Ln'iove Mat ar
v" 7,c:ne as defined by F=_1vl,A,1. 11 Far-acraph 6P,1 I pplies Buyer is I rc�c6v& the
,F,L rvcy cm lhc' earliet ot: if) tl,.& date BUI?IeT cICTIIWIV receives the sirvev: or (W) the deadlilic --pecified
1l Flar.icvaph 6D,.
i, - is not mijqatec: tcj. .:;J,,e Buy _.i 1, Ubj�_C,J:�l_!S W111T 15 GJ�EIVE
eTve err_ "e cjo�irig ^,ill Nmf eA�-ided aS r Ssav �c ptovEoe �uvh time to
fai�« tc cur. the lh.e !,mp. required Bu,, I ci rm-1,, *ermu'LtiIE!
_)jeclion
Wils uontract b'., urovidinrq written jj.cticrC [c, Scllc3r vv&iin 5 da-Vs after the ',imc-
y b' y vehicJ1 ,eljc-1 nusi
Cu-d- the oL]e;7ions. If Buycr the earnest rnor'C ic�s any moependeri,
f_,msicieratiori
und�r Paraqral)h -RI: vvjl'� be rcfurtdCd r
D ternimatc. Liicic, lh:rl Falaq-apl- 6D is a -i,,Ihl tr
exc,�_p- 12i Alill 710 VVa[Ve "Ie- a9ri-:fP-Mr.-nt:., Ir, S(1EiLJIe C M
I! ,7: In, I r T 7!r Hi,_-;nt!c-rj b,,• '-.e
-'Ccnn�- :ral _'�:ntlarct rin-:ovc,_- 1p.Lr,, ccrcc-irp
7. PROPERTY CONDITION:
A, Pr? 39rt ".'ondtion: Buyer 2CCaPtS the Propert'., in as xeseril wovidr,iori e.xcept *.-iaL at Selle-E
eyeqW WIT 00rrlpt le 1:_H� 10110V,1171'�) bi• fnre
B RoNIAMI, Penod Buyer may terminate this conwas: for arl- re2son Whi-I ��ays aftc= the
ellective date Hasioday penod'i by provdiry Sdiv; vVem nowe of termination Cn,-o�.l cnp bL'?k, �
D 1 f EkFyt- tt"C7111IMS under rNs Pamgwph 72, -ne nicjrre'. vvi IL-.!e lefuTij - j I,,, 51_1,`tr jt'�a
• Mat Seder vvi: re-tain az-, in-Jep-and,-rit :.cjncsidetatkr,),,,. io- buvc, s
ngirr to Armnale. Buyer has tendered he - njependenl ;onsideratior to yeller upon usyment A Me
amount spedhed in Paivigmph 5A zo he We company, The im-ieperideni aonstae atiari :s to DO
cradled to the sales; price only upor-, cicsi-ig of lhoc, sat. It nc, dollar amount is stated in this
Hamamph Yj Or t E�uver tail5 to de, asa the earnek money will rot have 'lie right to
ArMinate W111 VAS PavaingapQ 7P.
Nol later r than 3 dy,s attar the eft. din date. Buyer mis! pay Seirei S azs
nk�
widependent co-isideraLion Q Buyer's righ! to _)y tiennering sash ar-fowin to Sour or
ag(-rjt IT Buyer terminates under th°s Paragraph 7B the earnest money will be reWrided to
Buyer and Seller mill retain Me independent consideravon -he l-jdcp•rr_ien-, consideration vvi! fDe
wo ditec to the sales once only upon cks:ng of We sain I no dollar amount r.tatcd in this=.
Pawgraph risidera-ion. Euve, -wil` not n3-VC-
thr_" right tc let rif-malei undue ,- this Paragraph 7D.
r,, Inspections, S-.udies, or Assessments:
During thc fcasibitiq, period. Bwer. at Biuyer s expensa may camoes or came to w comoeted
an, and ad 'nsp_,otjjri� StAie�':" t-jr assessments of he i ?nciuciing 21 irro-overnents and
fl•:!JrCS;, [;y' �LVyeE'r
Sedw, at SdIet's expense. wM Run on all Adidas necessary 1.)r Buy't:r to 71 iKC
cy assessmprN
2) Buyer mus'.
fa) empty only gained and qL;adfied inspectors aric ass essork
t r).'4ttt� Seller- in advancr�,. of when Mc!nsn).ect,,x assE:?ssars wit oe an te Dmpnq
Icl ide by uriy reasonable entry rules w ri=_-quiromuf its 01 SelleT:
� d 110t intP-1ere L%rjtn OKWAg aperatjari5 tor ,)ccupanis ot 'he Pmperty: and
,ei restore he Pr,
)perty to its origimi condition 1' aitcrod duo t=? Stu, ie
assessments that Buyer completes ar cau�.e to oe =mple-' d
4' Ex' -of 'c-losp matters, tha, arsc f�om tric- neg e
�Pq I _pgencE _-i' Seder or Seke, Buyer iS
reSpCfPsibie for afv.y -laii-n. liabillty, eric;umbrance. cause -_)f actjo, T,, and e*xpe-nse resj tine lfroni
s inspections. studies., or assessn-ients, PICJLjcfing; any' p-!r-)pert,,., damag--_' or persona-1 rnyj7y
Z�)L.'ve vaisl Indemnify, told ha:mless, and defend Sek-, and Seller's aqentc, agamV, any claim
Nvowhig a mavei f: vvh.,h is responsible under IQ pawgim, TN; oaracirauh sw&veF.
ie rfninatjor of t*11s cc,--i-
,rac".
Dtlivrry of PrQp t.L InfOrMall0n: V005 --------- CaYS ntHr tk? effective cs-:e_ St-ii ci wdl dclivoi to
_qF _
.... ..... -L r
C r-1 T e`
-i curr3?w, rent -:311 of ali lkeases affecting V-ie PmpetT,," cettliet- b} ; Seller a
a5� TRie
5 i copies of 131 IJrI ent lezasi� s p -iirfl. th� opert, an% e i I'
-t-
ar to the lcasc,—
i c) culrr�'nt, in✓a-ntory of all pers')nai propf °rl, thi-I an-:. �i i e- D? an,y,
lease's or such pe,-soma property,
�1 c-opies of aft n:)!E,-, and deeds of trust ag ot
amSt th' -11 ELP"T �vil a-'Sum�� tha' Oelj,--T
wil' not pay in ILA on or befor-
':jOIC'S -J' gill CLjr,-ent
ershfz, a--ic, operation ot th'r proloe.-�;-�
D I'f " ,;Mie-n Of LIWIL4' �;apaci'y le_ ems f Fonn t-i-e •,roperl v, .vate anc elc---vo.e� pr:)vij&F
1-i i g,1 =-)ies of all current war-mnfies and 11a-antips t,) al': or p a f the ro e.
'Cop le; of til-C., ' -IazarC- 1,3bilitv. and otne- insurar-;cE' that c;lrrently - relate In "he opr„rl""-,
-Llll or co!-nmi-,sixi aureements that currentl, rela 4e to V' onant's of all Or Dac-
�)l the Propel", .
ii a zx)zil, of 1-ic- plan5 and and D 3" C'
k, ol al' invoices tc,- utilities a-id ic-pair ri ri � hv S�---lier b- 1,1e Pr,-jD;-:-'--.',, in 2'4 ri-mll-is
immediately preceding the effective d.-[e:
D li a cagy of Seller-'s income and xpen. statemurit fui the i-ro-perly fr�.'2u,
to
A Dpezl 'ter .21, prevozj s environmen-,al a-s 5 -,,: •Fj m- rtl-. ot . 17 r,� -,a, roo :j r-,-,, sz u d
mace un "-if ola*,inq 1c, the Prcipcn".',
tax s:aterne�n!�, lc- hit Properly llo- !he ore-vioLis 2 calendar i ri, rcal & �)-ur,'-,--,nal p1roperTy - - L - t
Tenant reconciliatior, statement-1 indl�uamgl, operating ex�)eises. insuiance and taxes for the
-roo-ri-y f-uri
2, R,2tj!-,i o Pror)ertv information: if this cx.),-itra, -., wminale-D f;+ !- reason. 7D�ive! ,-vill- Iertkh-'�i
'0 clays, 9'4=er the te.,mination batei iC,�eor,
Ll a'.1 imurn -teller all those items described in Par-acraph -7[ji,- i that Seller Jej!VC--TCC Buyer in
other thou; "',--3etronj- format and all copies that made of those fr-cmlr:
an al
D destro-y all' talcctvoriic vcr.,ioii-:- of vlose i-clr-is oesc,,ibcd 'n Parax-aoh D, 1 tl at S e r
deiiversd !,-' BOY'�- Of 131-Aler ccpiel�: ancl
c i delwer copie-' of all m3pz-��ctior: arid -elated tic i- 7,nat R U e r
'.on-ipi�?ted . car caused to be :.or-pleleca.
This Par ag-,app -.7D(*-"': "UrOves tem-imalioxi of this contract.
_�onlra t AI ectlng -,� I I c:,, i -
j, r)pe,
-r, -an,�tp- a,, dispose
i, the -��ff��ctive da,e uncier reasrj-nabt :xudent bus:ness s:zandar F,: and i'2� vAll not ti - -i
or �,-r lh�- 7�!'Opert,, or any G� the pe,,Scmal p c he -
any Parl 1-Y the Proper-,,,,-, ari�� PI(i erly cj� it t
temS described in Paragraph 2B or- sold :m-der this. contract- After the 4--a-sibility period crl is. Seller may
ri,,)t cf tr-,,, into, ar-riend, nr terminate Iriv other Contr.L-ict th�t affects the operafi,.DnS of the Prmi-eny without
pkjyt-r -, writton aprlrciva:
LEASES'
it uiidc -nLJ- 1-1,- 'LJI
�r. 7 f aric effect
a,�h vvritieri 1---,as�:- �--,eller is tc assign to BuyE I �s can ; r, a r; Z,7 , -
accordinq to it-- terms. Scllcr may not enter into any riel ^., fall to comply with arl'y' exiLsting lease, or
71akE any amendment o. r-nordific-ation to any e-xisting lease without Buye- s 'o.mtIC-r-, MUM
-iose, in 'veining. rl any of the foilov.,ing ., xj,St a* thc- -,here Selle, provide F the.., lea-se-1 to the E'U,,er or
-'jb- -quentjv uj;,'ajr ")efot;=
a rl t a 11 e r O.Waiio— is J mr-Je-i the casc-s
i-111 Dle,l TOT M, v 1- 4
- =7;1%,V�d Proner7,, acn_-.arnmc.
121 t,3� .1' terrnin2l'e Ine or seek, an't., ottF�-et��
any circum.,am, s under an,, CaSe tri� � (,rfi'67' 1' 13'
a r), nit - - occu, an y c t ic -
art, adva rice sums paid by a tenam Linder any le_lsl_�
2- 1 -1 '. -lissions. at- c,,Iher mattors ',TIU! LiTIC:Ct
ii�- coricessions. borvusc,, tree tenis. te�)ales brcjkierag�' C"')Mn
an,y, lease: anc-I
61 anv amounts p:jyublc under the leases that ha,,,e been a .;;led D, except as ec,_,nty
for Irani l 3s�slFnled or takon osuble4t 10, Under i'li's C:onlrac:
F- na'v's after :Ihe date. Seller will deliv - e. 'c' E13uy��- es'. ej
SLODDe
--c ach t' 13 that Icascs sp-ace
�!Iificates signed :iot eadier than bv e�
ir. the Prr he estoppai certificales mitsl in,--JLjcic, t'ie. ce-ificatior.7, contain nz--c it) ltl✓ CLJnent version
"I TAF Form -I 9''c C,,-,,mmcroial Tenari-, lcrWic_atc and an-,, addiVo-ial r.aauesled
-az3rap-li 4 i� tr;� third p,v`I'y lendr�- requests sLj,,-,h
bv a third par-y le—C10- Providing fina-icing, inder Par
B 1 10 rja'�" "Wei -'Im' _seller m2V JCflVCt thiE! `signed
Idditiona: mlormatijr; at lea, prior Ic S e
eston'nell CLt1ificatc-?'-
9. BROKERS-
A t..ke!r c, t 1- 11 s sal e are
e
Principal Rroker, CCsOperavng Broker:
A
;n:Ai -7 _7
s
:7
Hrinc-ilpall B, L*cr npch an,;_'Y One �.noperarig 5rokcar
0 represents Sefl;,:: oni'y'
D remesents DC, yef ml'v.
71 Is an intoruiedi'R"'Y' be ,iveen Scllc-
be,'j V,
Comr,,'e-'Ie V Agreem&n' DSOe'
LJ Seller 'will pays Principal Broke) tioic fc sepae-ate written agreement
betweer-n Principal Brc)kei and Seller Principal E roker Ml pay C.00peratirvc Broker the ire spy;ffieO
it, the Agreernorit RpMeen Brokers trxind beir)w the zalie.- signalure-, to this contract
L A- the closing of this Seller .vi
- 'irl'*)al H;tok� ' - a tota-i Cash leel T- a to-.al ot:
3t the Lsa�e--L; of ice Lj ")t the sares prce-
J AMI bc�' Pt110 1*1-i
,7ie tjt[�_ tc Pay e Orokc"' ° '-orr' 4he -oe Irer pr
a* losing
7
-171tr �j-
% , � , , es 2 �-)' C' 1
6':2' Texln-!; F,roloor',ly L-"L-1de,
ar -r a P -,9gr3qr � wim- tit tl-= oi� the cu l-, r, t rl :71 T 1
y iMendthi I FIT
F1 .IJTT 10. rit.
10. CLOSING-
Thy
oat n' -.-Iollqg of the sale date; v.-ill be :)t the �ate, - 01
�Iiuc
CLIvs after thi.: c,-<pira-tion Df tf f-as!nFjT.,.'
I '3ptac ; -
ays afteF objectior!s madC ILJNCk�l Puragrapk -3D havt ',)ucri c.ur;--d o' wavocl
1, eithE`r Parlv �ails ir--. clorle -,.' thc- closina date. -,h-,--, 4he nernedie, In
patl'-,� i-nay -rc, e
cute and deliver to a-� Sf_.Ijer- cx:)ense, a -Jal evarranvy,
At closlng' Selk��I will exe, :Ispe-c
dead- The deed -jIUS' InC.ILJde a vendaCs lien if an', par, n-I the -a'es price is fina-iced. Thy deed must
good and inidefeasible title to Itic- Pmpe�rly and show no exceptions cqth=i ttiarl those Permitted
render Paragraph f-'!, ,r (Dt•'F'-'T Thi -- - .I e T--
W -iust -�jnvav the P;---,
1 v.,ith T-ic�-fiens. asscI.Grnent', car Uniform I'-I' om n-, er�i al aqamstth'�-
'xhi',h ".rill not be satisfie-d out tne sai PTi�;E-'
IArIthL),JI J �i'-,SLJMed ioars in default: and
v,,ith ric ner,on!- of an-,,, part o� the Propert�, les. enLnt- al. s.Jf--2rance (jT
in p3ssessicin 2S �E-Ssc
e.xcept tenants under thct writtc-i assic-,,ied to Ekyer undo- Ifl-iiF
(_'. :A�Dsinig. at .`;f?lle-r S VIlil EiSO defiVC-31' tO BUVCT:
r
Srwerrj,��nls showin I n., definquen-t u an �ne �-;-nrp'er't-
c) r n
2 a bill of .'ale ivith vaarrantieF, to �itle convevi'ig
F>rnpert-y- defiiiQd as part of the Property in araL:iralpm 21 c,,,, Sold und: --, this contract-,
13" a[! -<..-Irnew of all'leasc5 to or on the P7operl',,J
Sg
tc, th�, extenr that trie hollow item, are s i-nabte. art asSigrir-,ixcr',.t tc, Bu*y'er ,-)f t'tr= tol o,'- i
a , rho.,Y relate tc• the P-Oper`°y Cr i*�, Opo ahnr:s
permit,
i niainienarxCi and othe- ccjntract-7- F7c
warranties and quararflies;
r5I a Tent r011 CLWC`IT on the, day of the closing zortJk c- o-v Seller as true- and ,-ortecI
e "den uta t'-iat the person 'cv--cuLing this Corillact is- ieaan aoablie. and -utl cm7cc� tc; bind Smlkm
a n affidav't acc eft abc IC, 1111C.' Mie -OMD I
an �f stating that Sek- _riot a forc'i--rl P rsr n cv. if ',tiller is a
pror t3
gn persor- a qvritt4ri au hon7atinri for tho� t tle :ompar' i -vvithhud fran I Seliei s -',eecjs , n
.1M.ourit tc, comph.- applicablCl 7'1 la %,+ anc i ii ill -m amount to I.Ine. in:emal R.ovrrije
&--r,A e toclether with appropriate tax tor m's, and
18: notices stale-merits, clurlific,-Its releases and ot*er docurn;Cras r..-'qulre'd b'V th!S
contract. tn& ,-,urnrnitment, or law necessary fol- qc cicsxng a- te sale and the i,>t;,Ance of the title
..111 :'r '.-'ehich Ti,,usl b7- C011pleted and
C. 13u1--I vvJ
pad the :ai# piic—• it good funds a=cptable to the title rrrlpaly
aCt i� lecafly --apable, and authu-t-C�C* IC', b
deliver cviJc.r)c-- tha. IhE? person executing th:' .-iuritr, Ind
'"J
-Jrl' the t:
'j Fi�rldl tc. each 14nani in The F )Airlttel �'t' t��,TlUrlt t i
Bu-ve- has !-spc-Tisiblt o F t I c-,i a r i I se c u - I t a n
t dollar F.mDj-i' iii' seCI-It-It-V ! 71D.-I
Cf -A
:; ^. Cojc fo- !d rlfil
(4) agn an assurnpBon of all leases ten in etteN: ano
Vi exeMe and deliver any notices. this
C , Iv, t,-. c:bz-'t tk�
F Unless the parijLs ag ec- ci.herwise. th" msing, boCLITI-lents will be as. +oun• in the ',)asj(- tc�,rm ,. it-,
edifi0r, Of 1he �t 7e Gn of Tens Rea Fame =nmis kunwil wrlhoot a addi'ional clause-,S
V. POSSESSM: SAW wl de ver possessio;i cf We Popwo to Dayei ,pm mosing TIM T1,1110irg W IVIS SM
,I its pfeset-]' c"vildlan w6i any repaks SAW 4 uQiater, tt-) C--',-TIPle.*L�L. and thiE ordinary vv=a.-
andl t-:,a., exceptec Any possession by �.-or,cr befo-c :Jasrig z-);, b,. Seller after Win.: ow a ral auMcdzed
ay a scparale written leac,,e agreement is a landlord-ter-an' aC s,rllerance rcla,,iciri ship bc,tv,,c!cr-- the parties-
12. SPECIAL PROVISIONS: The fallowing specja- apply and will control it he of a
Wh Met provisions of Mis contra t- i It a.,,,
tho 4clde,,,5u,,T7
in f 1 7 1 1 1.1 n - 1L 1: =0 21LILL 21. 1 1 7 7 7
Lm 2L=nj: 7 7:717 1 1�100 i7yE 7r!= 77 7-� VV717== 17 2h!
7:1 ovn==LOL�
13. SALES EXPENSES:
Ey.pense Seiler will pay tol tIho following, at or oefore Closing:
W whases of existno hens. ohner than Vic e. aS ur-n--: tn- B[iyef. ind-.jdin�.j
and recording fees'
Q, release of WOO Lai hab&y- V appkable.
lax, s',atementa, or certjficatcs;
preparation of the deed and any bili of sate:
5) One-half of -jny esrrov, fee:
Q casts to record airy CADCI-Jmerits C-_Jrp tifle objeztIOFIL, lhti,, Selie- 11-11-13 ','.LJre a-icl
ot.ner expe�nses th3,, Sehr,�T :Jill pay ,,,nde� cithei .jrnvisio-i� cf cnntracl
D - �o. -y - toJowinq t r --fotc- cbsing
3L,VQ1 S F' xpenses 3tjyo, -ill day lot" th", a D be
y ali Joan expenses and fees�
(2!1 n.reparation fees V utiy deed of trust:
iii recording fees for the deed and ans; deec of zruM.
41 promiums for fi;w)d and hazard inswams as mmy, be! iequrrecl b-y B-iyer
or-j� -r-LIJ' of r;n-,, escrov, fee: and
Wei expenses that BqMr wW pal under omer proomons of IN conlrawl
J f 1C Pwc S w 141
7'�
14. PRORATIONS:
Pv
Pumor'v -'n rv':
� lt�� - -� t r
lrlrerc-sl on any assum9d licari to es rerls aro any expense iejmbumerl i L� fi,.,,7 F� 2rts vwill be
pr,--:-Litud thr-,-uigh the Iosing date-
If thc amount ol ad valorem taxes toi -nie, year �r vvhich the sz�e closes is not availaWc on he cloung
date . taxes, wil: se Morated or the bats of taxis s assessed iri the previous yea, if file, taxes for the,
year in which the :alp ^Ioses v irom WE MUM q0akt at Cl,)Sjrlq! tie v,,il: adjust then
pmra-.ions %,�herr the statr-.,Ticnts or ir Tre --7,are ne,-ome. ava ilable. This
a.,agraph 114,1�2� survives closing.
131 If Bu el, a loaii c)r is taking the ProperosoQU to ar exismg hot Seller WI Vanster ail
reserve dcTaws hed by the lender for tie oa4mien: al taxes. msumnue Wentum s. and other
Ch
i,9r,.�eS to ELP,'cr at closing and wK reimbane sich amounts tc+ Seller lb y' Lir appropriatc,
QuamerS at Nowing,
E!, R(fltt�-
_ ack T_ nom. Ii Seller -nanges Je use of 11c Pmpe-fy �)�Yto,e c�-.)E-,inc or r E dqrli2l of 2i
value houl on the Prwperty clamed by SKY results in the as--siessmer-.1 Cif aodiVonarl penalties, or
Plerest wssessments) for periods behre closing, the assessments, will be 1: c obligalion of Sefiter. It this
ri Piuyet s ,.:see of the Proper-ty aRw closing asults vi additional assessmenis tnr periods beforc
dosing the be the obigainq of Hap —his Pangaph 145 surWa 1c0q.
C . ReM and Sewmay flepow: At closing. Seller tcn-dc" tc, Bu.ye[ all securi"'�y deposl:s allo -"!Ie foi!c'�'vin 7.�
ad,,'an,-.e paymerl!S received by Seller for per;oc-� Per boAng: Prepaid Werlscs, advance remV
payment, and Other advance payments paid by tunarns ReMS PMMMd TO 0:1Ft party but -,eccivcd by
the. other pail,-., wfll be rernitied by the mcipInt to he oal, w 4;0wr pro7a*ed v.,lthin 1, days attar
the rent I recave-1 Tnis Paragraph 14C
5. D EFAU LT:
A :f P,ijve- fails, to curnpiy with th!s contrail. Byer is w diewult and Seliei, as Sellers sole -emedy(iesi,
teirmnaw. th, contract and recove the canles rroney, a.s liqUidated damages fDF Buyer's fatiure
wmept far any dainage ; 3CSLJIIr11[1 ffO'M BUYer'S inspambris. studies or asscssm.enis in accordan e Nvith
--A,1hi,,:h Seller mav-
A cnfoirce sper :fic perio7mance ow seek. rai�ef as rl'E,; be pmvid�rj by Hw
E. If. %Ai%thout la,,.jq. SeW is unable wJWr Rw ome allu-ed -Cl aeii,='r to estoppel cehKates. survey Jr tric
ii nit i nE:i it, Buy -I may
terminate this continist and receive he earn s: monc',,-, Ir sL any mdependeni consderation unner
Pamqnaph M', j a� liquidatej damages and as Ewyel's We rer-radyn or
Q xMind the Vw.- perllarmarice up lo 15 days andtle ✓ill bv- exten<ed as neceFsqry'
C, Ycept as provdanlin Paragraph 15B, rf Se�kc--r fadls to comply vrft this '-3eke- is it default and
Buyer rn@yr
1) teunhate thrs cwtract and recave the carrow mmey iess any indR,-)endPn' C01 31JErnfi011 Under
Paragraph 713W as liquidated damages and as Rqefs We emedy: w
W erkwoe Spedfik� ei seek siveh Who Kai as m1sy to Powded H! W as Buyers
sale
16. CASUALTY LOSS AND C014DEMNATION:
remedy.
,k J any pal of the Property 's danlaged w- cesfic,'-,,ed -n-j to or oMer casindq, afic!r trie elte, tive date.
Sdti mum iswov—thc PmpcQ4o as prewous cori&W m '2,fJL1T! po.-;sible and no, la-er
Oar Me clawng dale. K. ,without K&L Seller s un�anl� 1c. cc! sf_ l
-2 Maw nv wenw= 0- a 56 w aw w _r c I X 1 4
T t i i i r i at -,-)PtrCjCT and th- tn-nest mor.�-
_v, in, epen3ent CDrSOC',= Intl Url,- e- :Iaraciraph
J
e f u n d z? d z c-j Buye
I Ex-'end the firn"I-7 ic, pe.-formance up if !I-,
ar1c
be extcncj c a7
f
a" J', the, Pronerk, "r', it; ar; asstgnn-,Pnt cr'
e, e d s el I �_, r 'ntjtk?d -1c r-ce�vc, alonc vvith the infUtF' tc, hc d 13111 i'j
-?dit 1c, 1, - .1 -F110LJ r th�
;iz- -alt prnp jr, The rit 'if jrqpaid dodi-ictibi-E UnCe' ih��
If bcf,-j,r 19*111:111S:. Pail C."
t'uvef
1 1, '-:n-i i nat thi-, contract by prcvvidinq vvr-,tte�-r ca',
�s alic- E.;,.'-: IS ::-jdvisiL: , T
lnt c(ndornriat�::)n Proceedinc, and thr,-e. car.,ics mone . less a-vy, indepe-id-nj ur d r
e
P,iI 9gralph 774 1 }, .vif] be refunded 'Lo P':Aoer, [it
Z I appr.a, and oeferid the --onder-in p.,c)-eedincts and at-,�. a"'Vard vvill, at PjyE-,r
tj - M, - 6. beiong
t he �- -ii be -(� -
, - r� - I - lu a -n e 3 11 ") u nt I e 'i y. e, - a 71 d t'n e S a i
I r a, a -,c pric,
-to' lh� reduced.
17. A7TORNEY'S FEES' I- ' .1 1- -
yer. Sdle,. an,,�' brok Cat tr- cx-Tipam is -.- oievaiiln,'-, party m anti
brrju,'-�ht u7ir7er or vrilh rel anon t-0 thiS conlract c, 'his S"U"--h jEr e-j�
th'• n11-)n-P1--2Wi!!i1-1'2 paille's all cncsts cif such pro2eed-nq and reasonable attornev'--s v^•s -hi-c Pam-graph
-rrnT j--'.ic),i of hi-,
18. ESCROW:
A- At closing, Ine earnest money will be applied first t,--, an?' MS�-I dOV,;T1 Da-,'Tlrient. tnen -,o 2U 'Pt •CIOSinc
Xvv ex f---qs will ilk refunded to Duyer- 11 i1c) cl,=ums. th.:-- tit 1flF rna,,.- r-:quit-e
pavmt-�--it of unpaid expenseS il-K-Airred an belhalf cif 'he parlies and a vfntter rc;;ea•c o' inflit}- cif" In e e,
,Drnoa-iv from all nurii' s.
',writ *, -i cl-�.-rnar d for the eame--:
thr- h�ic cc�mp=nv "v 11
noti:,. e. th-
Jemand by providir-,q to the other path 3 COP'y Of the clernand If Vne- title comnan v does not reserve
written c-)bjectic)n tc, Ih,,., dr-,ma from the other cary within 1, 5 d sifter thE:. date 1nc- -,ihe cornpany sent
the demand tc-, the cither party. the t1le ccji-npxv,, may djstur',r, thE• earnest moripY lhr: parl�,� making
thE: arnourit Of LVIP31d mcur"ed c-r belhal of r�; eivi nq the
-a ies [TIr di the title company ma-v ro, the
ihr2- ti',Iu. cunqjajr,, ),gill daduct any Independent unci�t Paragrapr:
,in,, ea�-n�si mc)ne,y' 70 P,,,j-.vpr and' will pa} ihe ini-Ac�p(_--ndent io Sett -
eLISIL11c witt, L I ut I Section 1I ,031 3 -he ITIle:al HeverlUe Cooe. 7t'e The! pmvislan- c
Vils
it, ;:t evil'', nc� be i_1Ifcn_%d it event the cw1e-mplated excta-igc :ails 1c;
44- M14TERIAL F
;7
e, d,
,.A F
�Ias v 4ie sk� --t-0 -4titkt; tOT
.7 lie e f
[t-.Fqaldt�Hvdz� leap, e a Itl b C-,t3 &d
.hF hea4. ef E�FE4imEtF� eeeof e, n!,#1e,
te! eeqtB ised ep V
Fla 9., Of F��C 11
ot -4 Or iiqle p 1- eqe4e
-Ej EF N
i!:kq IiLseet5 t!� 4 e P 1 pe- FPY I i p
te the -4,ep.L�R,, qF
LF L
44-4- peny -,14 Vie
-AF+
20- NOTICES: 411 notices b twecn 'hc. partICS Lindei ni _a-i:ra,.;t rv. is. , bc ;r a-id ari. e;eztiv� w1un
-equ�sl��_ of se-i*� b, the
InirJu-delivered. mailed ',v cprllfle�� mail retur-n rec-��pt
3dd1,c,sc!c cli t- c
sjmii-_ riumburs stalec, :rL, Paragraph ie party_ ,vil sen,-f ccpie,_ o` an,.,' notices
to the L)rnker rep- esent]nc the. part~ , tc) oJic-m-I the noti,-,e- art_L s�,it
�j k Seller also consenns 1c, voccnve av,yL nolic.t-,.s by e-mail a` -,nail address stat-_c M at aq,-aph
� I It ��d r,i �'a, - -I
2 �nUiil a� E �-mafl addr alrav
2'.
DISPUTE RESOLUTION: T!-i e pc-kfq;e----- -Ieg-Aat�� ;Io,_)c with jr; ai-. e"c -t c: ,.!e at v ,]IF,)
related *o this cuntTar.-. Thal may arise: - If the cli.spute cannot be r-2 olvec b," the parlics will
'-Ubn_Ii7 tne d-iSpLrte tr ii,,c�cllati,,,w betore resorting "c cirbi*r-w,)r, �r itm7
I � - :tfian ;�rxl, win : a cl,iiahy sh-Trc the zosts 0s
3 ,-,IijLLjtIIV jc�,ptanse ne-diator- f hip- paFug-Eiph _;urvP,,,7 tem-lination 3f III!- contrEc-, 1-is Fjaraor,_,,_.)h da-e-,
_d c
nC' precil-I'lc ' �E?ekj-IQ P_qUjt.abi�% P t t
22. AGREEMENT OF THE PARTIES:
A- 71vS. �ontracl is 1:,,inding or, th,.-:, .parties, tner -1?irs_ ex.ecutors r-,;) esenuatives, suxes-scjrs, and
ei-i-nit I I+
-ted aissign,- - 'I N, contract iF, to be cons�, Lj�2d iri ac,�oicatif e, oijtl- the tavv_- of Vic S at: C, C, c x a s
x j-i,:!nf,)rccablc thc, n of t
lcrm or condition of this contract shall be ielc t,�� b- Invalid c (jet M_
:;Onttdact shall 9--)t bcw affected the-jeb',,_
_hi 7 7_,Dniract nontair.- the entrFe arjr-_,,-�TTIrni The and bc excelp- i,i v,-vitrri.q.
Mai �Cjunierpart�,. each �:nuiitcrpart -I and 31;
ned in z nurnoor of ioem
culie,-_Tvcly c,-wstilute one a. ee c nr
qF rP
fj
c
j T jr -ve
4iC_I,jenicla wnirl-, are Per, , of this ^ontract are: : L',necj, Dp4 4
--ropert,,, 1)e� ,npoon k,/,r1ibi-, identified in araigr,,
J Jomrn, rc,:al -,orAract Gondomumum, ndDendun-i r j
.'-L,ntract 7manclnq ,Adder cjum ' Tn' F--,',- _ I
C�,irnrnejcial P t-,-
Condition Sta;crnert i"TAF 14i'DI-l"
I 1-j A I)
-Dr.tract Addcridum lo, Spec-al Prc,visrorts Y-Ar-, 1
-on rn��i c-�ai C,
:D 3'i Addendum ter. Seiie,'S Di5dosure of l7format: yr. Lca,,J Buscd Pain, ,irid I -PaS,
�dazard5 7
3 7.: Nonce io P'Lr „ar r o= --,eal Prope-lt,-," in a V a_ei Disl'l M J-D
,J A JF-1191, Acl �, f a
9: Ad6(.:mdLjm tor. Properb,.,, Located Seaward of thu C�Ljlf "TA211- 1
j
U i. 2 7* �7 7 Z Z�
T-; R
FiLiver D m av Ljma,, nc)t .stein this coTract 1 er ass;qrs th;s zontract. B r Aeil tl rr il_":
iutur Itabilitv unner finis contra c-1 if th--,. wjn t.;sun -, ; r ,Fritin ; <II 0" ; ;L!V-RF S
rjnrjer this curltru, ^!,
23. "TIME: Time7 is c-, the -asson,,:c, in th.lr conlFact '"h P, Is v. r__qujr, stric! CcMPH-2-Irl'9 VJ'ti tl!_- tifTlo, i,,:jr
last day, to p` -dorm under a fro _i-_7r' of t�, t . conract "al-, on j 31-'n ay. of
er,;a' h;;fida v. the iim' for P(.,-t I ormnnc- is e.""tended until the C; the ca,, 12 r,,,,t a Sat,1rCja,.,•,,
___'L,nday. -ji leg2l holiday.
24. EFFECTIVE DATE: The e.1-teclive, date of this conlrad (jr the 0_r pose of Pert0i'11-11-MCC- -,)f all obligations is
_J,atr� Vie 'I IN m=p3r, r ::eiptL, Jiis cori7ract Otter al oates u p ( :�c ,n
th: tmc'!
25-ADDITIONAL NOTICES-.
n at' Of
stioulo t-rave an absirac' covering the Prulpt_�-rl-�. c:�,amiried by ;z orne,,- , Pju-vei*. ele,,,tion- or
Bu,ver should ljs IUrMSh,'_-d %Vilh cit- c� atlain a fifie pohcv"
If the s, situp led in a utility of othe- Stat,.itorily :;rgaied district providing wa*,ei. druinac:u
,D7 flood' c-ontrcil tacil,,tie—, and services Ch pt. � ! t:::iS L,%,ate,- .ode- requires ;';else' t:: dellve, anc:
tf,
Buv:�,r 7c sig-� the -,.atwr��ry noiir',P, the hcrided sllandb,•, C -f tle
!mrlv`,, bc.,fore final exec-LAPon of this cr_snlr- t.
VJater Cooe: �-ie real pr:)pe,,-'v descrb:.,�d bc-low, V a, VOL; arle at,?ou', tcj
Nofi�e Required §1, L�57
mo , be ir z: certifinated whicr i,- authr_Jzed la,,:' tc
-,, scrVicc 'Lo the pnoperties it ne. ;ertifcateo areF. If you _)toper,t,,, !s 17:;atr-.d :r • j
vou v-,il' be-.- izequi-er' t�,, pay' bef:.- _a
,.IF�itficsfed arca there ma%.. bw� SP=C:3 COStS OF j�e you
vater or servine. There b;_- 3 -,}'wild rcquired; to construct Imes cr other tacillbe,-,
of vvatcr - Sower seniii-_e 10 -�OLV P-Dpert',,,. Y,_)L. am advised 'o the
PlOpt"I" I , o
S I r-, Q ccrJficatecd are_a anal c-,,)nt3cI the Utility prc),vijer tr-, dvte,mine ih- m that y7ju
br7- require c pa and the pcnr)c,, i! an, Thl't s r-oured tc Pr vide %4; te _r 1,) 'lout pnxe-Iv. T11_UndeFss of(fi
fat r,. he-ebv acknowlcdcvs roccipt Cr' th-e. fo,ogninc, at or More
-he c)f a ,,mdini cont-ac, frx the' purchase cj�- t!7= _,a, descrrl_ad in ',,re r1ollc6 , CT T -j
Of pUrchas'- of thc, rc�al prc,perl,yp The re-,ni in Parfir1ranil 2 o-!his contract_
-b
If ih�z adk);r,_,, ;Dl shareF, a commor. bounoa,v with zlh�� *tidally EiL. rnerged llands,�-f the
re'E Navxul Cclde ieqUires a 7C.- UFUl'-K] _,:)aSta area PDoe-y to be
a- par', -:4 this
,
ri-nw z,L-,ii E
r,
., :J,,
L. If the Property i,T iocated seaway ,d of the aJrt ntrac.:-,a: al Vale -,way 0215. ex:as
r',-gurdirlu the sea,,va-d 1,; atlDn c4 tl-- tc be, inAided a_ part this
is th11-: Ptaper!", 1,-, J:x:ated Oulside 1`10 Of 21 MUntcipali:y. -.he ma-, 7icw ai_.- n=- indjoed
be ine
a,,i a ila,; nc-ov or it -xation
In th� JT;�I-t I jurisdiction (ET w rnunicipalrt,�
nv, t.he -ilunbpalitt Each MI-1rucioality -rlain-ciinE 'i rnap t-iaT. aepic�s itt-- bouT�da-i:s and F7J. 7c
deteiriine i` he -'icpet-t,,. !s located vviv-u-1 a 7i1ufwJpaIi,._. s HT1 —,?e! Siculd contac' all '�,IUribpali'lieF
:r the qen. r3i nr,),,: i m i of the �Ullllel
It uni*_ ore on the a-1-- tiie w0l-e L Uill 1978. fedcra!
r-R,,- Jr `?j paint anc. hal-ard 11- -1
� slaterr,ent to b: Made Par cJ ihis CCMTraf7�-
E-Xive- -.f an�,, �i-iold rcri-lcdialic)7-1
1 54, Jcculpatj )r- od-�
fc,• lie Pr ape! 'y' dLjrin- tl,- Vea,s
1,1c. latc that: S c I I e! -el! re PT;
ipert
i Broker jre Pc)j qualifiged to perform propert1 ri Spec,!] on S,
as.-essirrien1s, or jr,�.pec*i,,)ns to cdetcrnwiu cDrnpkarlc- ,v *1 nirt goverrimental r-E:,,julations, D! iaws-
des
F;hCjUldl seek experts to perform icv-cw build r i co
o- e xpetl��-
ordinances aric -�Vicr applicao�e a%,,,,s to dc-t-,-ninfO th,�ir -:41- t mc Selectir-):-,
ir-speciors, srid FEpalrmen is lha resporisibii.k, o' ar-c rt_' t oi oke r- D i ,-)ke, a-,e rur)I q Ll al r-j ed to
ti cnmflr vv-jrth,'nt-sc. of tf,e parties
26- CONTRACT AS OFFER- TI--P eXeC-LhOrl C,11 this •--ontracl by ne first party cjr, ,:;t1tLJte., a-,i otter t,- _mLly --it sell
e -c: p -,, iri 11, time, orlie -wfir--h the Prope"I"', is
11he 71rcperty. Lkiles,-, ttif�� ochel parl�, pt-1 ffej
localpd, or, th c)ff r will laps, and t)✓c-,--me null and vni"!
READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or
recommendation as to the legal sufficiency, legal effect. or tax L�onsequences of this document or
transaction. CONSULT your attorney BEFORE signing.
Buyer: 7-.
E
cf -4
- - - !
AGREEMENT BETINEEN BROKERS
use onoq, pangrin 96! n
:-,-,in�-.ipal Broki.-: agrees, Ic-) pay :;roker: a
Me wien he PAncipaj Broker's fee is received. The fee to be paid t,-),�.00peratinq, Eroke� will be_
-J o ci, --re s312s pricc, or
of the Principal Broker's fee.
The OIL company r:s 3�jlhorized and directed to pay C1ooperating Broker horn Pr-inspal Rmikers lee a: cush-ig
This Agreement Belwewi Bmkus supe�-Iedes anry p-`icy oHys and aqreem nts fc)r between
bmwF
P"ams bwwr- Go2pown; Woner.
B.". F;F
ATTORNEYS
A Ld I e
-AF 17 Z, hu E,
F
6eller,s attome,-; requcst-,-� ;;t")pie' s of domimenlo %yers atomey requests cop ics zit aocLuii , nts.
info, nd other zntormation:
.-roiiacs, and other -mation: rolices. a,
D the !Me corryany sends to SeHw El the We company sends to Buye-
LJ 5jyer sends to Seqw v Li Selier sends to Ekyw-
ESCROW RECEIPT
Tnc:iiie ccmpa ny edges recegY of
D A. f1he contract on Vu s da'y dale':
- P, aarnp-t r-nnn-v in i-f+ int of 5;
in zhc form o'
it CQVXuw
Pixie & Fw
112 IuTcor ;GFr:
U t !T "A"
BEING a 2!,70) kquair f.--i u= of Lark, cxj[ of Blx-s 4V of the Ongm,.d Tcl%;.'n of &--;Univn�
,L th-- Noah lievi., Survty, 4bstTaa 52, Btauiuom, 1--ffntiort Coun:y, Teuni, said tyac—, thnu all
7,7 lAr 241 zjx� 2W and par z of Lcv-s 19P, 199, (C Pulf 2jyj of said 4 �' and k4 ali ol"
dtc PYM re,—Y,) nd it 1 0
pc-� C-Qrwrvc�d To Harvn' T, NULe�r by D-=J dalce, May 177, 191-i'l, Z� rd,
2-)17 ilf zlip, r)cx
,or Cc 'F
RECTIKKING ai Eh.- rrionst Wt�;Tc-dy OT No-Th,,vcst corm of 201 Df Bloc 40, of the Ctriginal
Tuwu Of F�---111111clat' Said corn'-,T ik-W'8 l�.-rtfj at cLic voint of of ffic Northc2-sLe�-[Y
-Igb, of Way liDc cif0ficlils SLrccet Hi-zd the Smithczattrlq right of way lint op' Farm-., Strcet,
THE 4CF N-c-i,b 49' 26' F=st ':-cfcrcnc-c be mg a3Dr4 the Scuthmmmly rilght cZ WP-y d.T]-- ��f
s
aILuju Stmci and a1DqF tize NoirbwcstCrly ]Lnti OF '0i1 2+71 20i Qf R,(rCk 4C�' il Cj.-J�Jy or
j-z and Uht Most C-annc-
'20 (1 frvt io tht- Northeast cz- tax sr Ncrtb,�-Til co=r ()-I T
lbal =v )ovcv
of Loi W3 and Lbc most wc;51crly or tinrthwm coracr of . ain tract c, . --d
Wit-rSoz 7"%C. tfc Prescr-vahnr Socxry by De , datc-Al N*ovctnFk-- 11, 1976 and recorded at,. VC,..
pagc 4-42 of tht Deed- Rccomls of J'-ffc'q0-1 COLMt-v' Tc�(As.
Tjli, N South 4ti" 34' I FijDn
-v the c-am-man linc of I.cs 2(2 z,,TW 2fJ3 and sloav, did
,Soj=tnWMC71 iiac of the sail JcffcrsCln Theam'- Trac" a cll5tancc of 10CIC fec' [o Lht- Most
or Southwest curucT of said Jrflcrsoz, Th:--t n Traci !&:atn� iz Lot 2065,
THF'NCE North 49' 26' Fast along the sasjrlteasterly line of the Jcffemofl Thca:rc Tra�,i,,
JjsLj=,c of -11"I.CK) feet to a poor! for cr?mcr lucv--d in !hc dividing Lia.- t➢ rwccn Lacs 206 2nL11
'i-HENC—E. SoutL 4-D" '--,4" F,-%* along tLc c-E)tntric d zz
ku �iuz Lots 206 az
feet tj-, ;i point for ct>rr=r lfyuted it Uit [9E,
THENCE &> 49' .26' Wcsl Wong ILC HE! Of 21 tract wovoyud u) Rogcr5
ri!othcrss by D--cd dated April 13, 1964 and rcoardt-,d in viol. 1384' PsFc 175 of die De---A-,i Rfcord--;
of 1-cffersor Coun:v, Texas. said liar btiag par&Ucl to slid 140 CY-) feet NoT1hwcqic,-h of 'h-,
Northwencri,,- aigfit of way Im-, of Forsythe St.-c--t, 2 &S'P t! 7f 150,0 fe-tf tr� the nio-,l V, , rruerl-,-
oT Northwen c,)rncrofsaid Rogtri Broths mict, said corn--r nemg ;o� au,.d in the NoTfhmvcrl�
right of Way "Inc of Ortc.Lris StTrct ari:1 tK!.ing WIKI fiwt from th�' %-Kilawmn! cnrntr of Lw 20�'-�'
North 4P' 34' Wc4l along the No,-01�stcr'ly right of pay tine. of DrIcarm StTec, ;ii-K:
aiang the Southwetwly ILW Of 2X, 1t)6 Zn--i 2L1. of B]Mk 4 0, a distance Of 21 (J.0 fe^f 'Cl
chr PLACE- 07 BEGINWNG And cotitaining in ama 26,7M square ftct of land, nrsmt cr lcs:
Az'PROV'ED E) "HE TEX.r AL E S17 ATE
ADDENDUM FOR SELLER'S DISCLOSURE OF INFORMATION
ON LEAD-BASED PAINT AND LEAD-BASED PAINT HAZARDS
AS REQUIRED BY FEDERAL LAW
1 Hr , A. I
A- LEAD WARNING STATEMENT' =..,r, I i c I *. , . j r -, i - - t e, , C I -; 221d-_-rtiai a ' , T D '.V171 : - t r.
1 in 1� w.--: -- n i j I r. r if i T I �,i `,K 7-11-Ir-7 7 r , p, e M J,. ?mac! :•x: I I r - i,cm 1-3,,ic_
I - r c r
Lcad
otic�n-
-Vocijr�a ri�rri;iri�m' �-:arnarlr- rcl_�di-; c!arnric ritefi�-
im,�ajred mem-c-y- -cad
, "I -, - 1 11 - �):]Tti-,-�Jor 'IC
-,t an.y, nl,r,,-,- n les!3Ort'a real prcpc�rtv an}, n'. J ,rftcnc.,-, L,7,1 ie,d
.Q =n! d- tmin", ri,1 _,�_-,S-Iicr arc nct.
n, T f�• : i
A mi,
NOIICE: Inspector must be property cerlified as required b�, tederal law.
B. SELLER'S DISCLOSURE:
R_ _ =f`1u :'F =Alt 7 AND, 0:: L:::
-A F;i'_S ED L
ai ' .nov,,n fir: -n'. pain' h=d_: aru I- --c .I. ii
ric :,i,� tuni kruw.ocq, of pairc -:r in thr-
AND REP =T_ -EL-ER - he_ . _n= ba� or l-,�
'
a Seller n-d p=rtarirl;- tu
11 1 1� ! 1_: �, - I N
71 na— n:: -cp _ D. _::.rds oc�rtxmnr_ ca1-a2sc!_- -�Q rl,� --ad 11)
C
BUYER'S RIGHTS
waivc_-i lh, oc-pn--tLiniiy , to ri-,,. a7s.•s-m�_m :�r r rpz tIO thr
t2 Ud i i: lead -bar_c-c pa.-n: hazardr
- - - I I _. �Uly-_�,' r7Lly' �IZVC' 71C "FOP077v V'��5,D=c Dy r,
to -I!
�,to� 7-jr JZJ t, I. - D
n1 0- CLC Lu_z Li pair.: raL,.ata_ Lira_ t` i i,-,
rinti� vJthin 4, ia. 4tp rrfpc,�i- nf th n .. I -irli r onrnz L:;!
Tun_t.-v MH bc, relL1naed uve*,
D_ BUYER'S ACKNOWLEDGIVIEffIr jc ,-r. :3
h..: cif all abc,.u,
ha_ pamph at";
E. BROKERS' ACKNOWLEDGMENT. hav4� I n f F, 77T1f`+C. f .7
a, Rm;:r v,-h tht, 'c-dcrz:ly' =PT::1'.1CC cn ic= p7,is:mn:; p-cvomirr, fts
k,;�jwri r,:jd Paiii -Jnd, (1- c"71d casec car: 'd dulivet all
vd, and ,irli 7 [X�,, 4�:
Lir pc-riDd th!,-
Li .0 Ic L
io, lo-_s: �.' ecars� fna3winr, 7!e E;ak:- bm• er ar_ e JCI ,.rjrp i, i r ice
F. CERTIFICATION OF ACCURACY: Thy toli-,wrio
_T
Date
Date
-r,: !1-1, 11 !!, !�IJ -, , - ., f.., F:,,; I - _,-, .:., , Iii , z.d I �,j
1,7— ,, Ic! r�- 7�nva•:• -n OLj 1*3r __ Co, L,
--
...nn P 12', 2-, r.. __rZ
7REC No. OP-L
N MICE M Pt RCH MRS
Zhu r2a,
pawiv 6mcribad bnow.
A& you an
wmv to punhwo k Nowd in VhNall
wm n. I omago
wine vn 6. 'C .... ,-.
ilix,
tr Vc)' .- ap:1noun
on� an UzAn"tca
mv- -px,71-1
11117'1 1T1
-11,1" MOD dppmcd tic -amind "fiwh mv he owj 4 m
bond.--, : LJ C. i "olld� -I -
^L: r,O,Oi,.,,j to L� 'A .I1 --o%,.:.'. n-u'rit- L'Til
�,,mds havc been appmod In' 1)i,,--1&G BoarL� :n, ti-[,
20t,", i"Al PmCpal aw)LET-l', 0: :L.j Kj-Ij-, u' L-;u D�>MC:
1;i:,. L. a I Ud 111 ---1,1 :1 d !1 1 0 -10, i1(1 3 1 1-10T I J I� 1 1) 11 F I :-1 1. It
-I 1-1-1 1 t-° e -1 L I c I C L' N U T S Ll Ll ! -I
Ow �a<vw bmn pnvwudv WUR in Sk
Klfld� a:�: 'L., rolt,. C Fla%
MAY `+I!5§4.1111$1. Th I CNU%L-t CC_'. I I 4je 71! I-LrldiT IL: 77IONd, .171, AL�d throu 17-.' 1:--, :,17
-T 1 '7 C7L1 -111 tic` P, [7
"hc rs-AnAw WAY
Apsym:
T=. 1--) 1 -; - - , I- a '1
L i np�r-c - :�t n
L:
the AquQ: drou.Th ot bonds pa ,--anlc n whoic cir ir ran rom pwp2rr- �av,-,
tWv punha,v plac nC your
Dw �
Saw 400A `-,
I SY n I
PPRUPASLR IS AM ISED WA I A C ilk !NA MIA MIN SHM \ (A HIS OA ',c
SUREY! P) MANGE 81 THE DISTRIM Al AN" 1=1 TJH ENSTIUCI RUNIUD
FSTABLIAHES !'A-\, Df WING TI IF Nit I ai- Si:PTEMWR PAR M M FIARER
�tiF E A 1 i 'h.ZLR- L t f EC T f 01-?. T! i F Y FAR I Tv "AR 11 1F h TA. \ A P, F A-F'PR ( )N "J)
JR -[
B) I I i E 1) 1 S I F C] I'ASER M)V]si--D 11 ) &A FALI I HL� DL-, ' R I D �."l �- i."\I
"I(- � P � R
Hi SA ATI S A A Y LIM Y N1 &I PUP OR C 11 -C) Ti 7 ATI(-i.j
;-1 01 1. 71i T 10
:hw dw !c :Z pnpany dwPOR mi awn nzwe or x
gate
THE STATE OF 'TEXAS
COUNTY OF
This instrument was acknowledLTed before me on by
Notary Public. State of Texas
THE STATE Oh TEXAS
COUNTY OF
This instrument was aclmowled2ed before me on . b }°
Notary Public. State of Texas
After recording. return to:
f2y Approved by the Texas Real Estate Commission for Voluntary Use
Texas law requires all real estate licensees to give the following information about
00A1 N0 °5 broke: age services to prospective buyers, tenants, sellers and landlords.
Information About Brokeraae Services
efore working with a real estate broker, you
should know that the duties of a broker
depend on whom the broker represents. If
you are a prospective seller or landlord
(owner) or a prospective buyer or tenant (buyer), you
should know that the broker who lists the property for
sale or lease is the owner's agent. A broker who acts
as a subagent represents the owner in cooperation
with the listing broker. A broker who acts as a buyer's
agent represents the buyer. A broker may act as an
intermediary between the parties if the parties consent
in writing. A broker can assist you in locating a
property, preparing a contract or lease. or obtaining
financing without representing you. A broker is
obligated by law to treat you honestly.
IF THE BROKER REPRESENTS THE OWNER:
The broker becomes the owner's agent by entering
into an agreement with the owner, usually through a
written - listing agreement; or by agreeing to act as a
subagent by accepting an offer of subagency from the
listing broker. A subagent may work in a different real
estate office. A listing broker or subagent can assist
the buyer but does not represent the buyer and
must place the interests of the owner first. The buyer
should not tell the owner's agent anything the buyer
would not want the owner to know because an
owners agent must disclose to the owner any material
information known to the agent.
IF THE BROKER REPRESENTS THE BUYER:
The broker becomes the buyer's agent by entering
into an agreement to represent the buyer; usually
through a written buyer representation agreement. A
buyer's agent can assist the owner but does not
represent the owner and must place the interests of
the buyer first. The owner should not tell a buyer's
agent anything the owner would not want the buyer to
know because a buyer's agent must disclose to the
buyer any material information known to the agent.
IF THE BROKER ACTS AS AN INTERMEDIARY:
A broker may act as an intermediary between the
parties if the broker complies with The Texas Real
Estate License Act. The broker must obtain the written
consent of each party to the transaction to act as an
10 -10-11
intermediary. The written consent must state who will
pay the broker and, in conspicuous bold or underlined
print.. set forth the broker's obligations as an
intermediary. The broker is required to treat each
party honestly and fairly and to comply with The
Texas Real Estate License Act. A broker who acts as
an intermediary in a transaction:
i 1) shall treat all parties honestly:
(2) may not disclose that the owner will accept a
price less than the asking price unless authorized in
writing to do so by the owner;
(3) may not disclose that the buyer will pay a
price greater than the price submitted in a written offer
unless authorized in writing to do so by the buyer: and
41 may not disclose any confidential information
or any information that a party specifically instructs the
broker in writing not to disclose unless authorized in
writing to disclose the information or required to do so
by The Texas Real Estate License Act or a court order
or if the information materially relates to the condition
of the property.
With the parties' consent, a broker acting as an
intermediary between the parties may appoint a
person who is licensed under The Texas Real Estate
License Act and associated with the broker to
communicate with and carry out instructions of one
party and another person who is licensed under that
Act and associated with the broker to communicate
with and carry out instructions of the other party.
If you choose to have a broker represent you, you
should enter into a written agreement with the broker
that clearly establishes the broker's obligations and
your obligations. The agreement should state how and
by whom the broker will be paid. You have the right to
choose the type of representation, if any. you wish to
receive. Your payment of a fee to a broker does not
necessarily establish that the broker represents you. If
you have any questions regarding the duties and
responsibilities of the broker, you should resolve those
questions before proceeding.
Real estate- licensee asks that you acknowledge receipt of this information about brokerage services 'or the licensee's records.
Butter )e'ler, Landlord or Tenant
Texas Real Es)ate Brokers and Salespersons are licensed and regulated oy the Texas Real Estate Commission (TRECj- It you have a question or complaint
regading a red estate licensee. ycu should contact TREC at P.O. Box 12'.88, Austin. Texas 78711 -2188 . 512 -936 -3000 (http7,www.trec.texas.govl
(TAR 2'501) 10-10-11
NAI %A l c lc r s i 0 V I ;in> Str e 12n F oo B,aumont.Ta ' -701
Phone 4( 1) '.09_ ;Ors ' } ;r,, 409 -�99 330- Erica Goss
Produced with Zipr-ormC, by zlpl-ogix 18070 Fifteen Mile Road.. =raser. Michigan 48026 V/ v,.zio! oair._cor ,
TREC No. OP -K
Garden street
Approved by the Texas Real Estate Commission for Voluntary Use
1:21 Texas law requires all real estate licensees to give the following information about
[DUAL NIT, brokerage services to prospective buyers. tenants. sellers and landlords.
Information About Brokerage Services
efore working with a real estate broker. you
should know that the duties of a broker
depend on whom the broker represents. If
you are a prospective seller or landlord
(owner) o- a prospective buyer or tenant (buyer), you
should know that the broker who lists the property for
sale or lease is the owner's agent. A broker who acts
as a subagent represents the owner in cooperation
with the listing broker. A broker who acts as a buyer's
agent represents the buyer. A broker may act as an
intermediary between the parties if the parties consent
in writing. A broker can assist you in locating a
property, preparing a contract or lease, or obtaining
financing without representing you. A broker is
obligated by law to treat you honestly.
IF THE BROKER REPRESENTS THE OWNER:
The broker becomes the owner's agent by entering
into an agreement with the owner.. usually through a
written - listing agreement, or by agreeing to act as a
subagent by accepting an offer of subagency from the
listing broker. A subagent may work in a different real
estate office. A listing broker or subagent can assist
the buyer but does not represent the buyer and
must place the interests of the owner first. The buyer
should not tell the owner's agent anything the buyer
would not want the owner to know because an
owners agent must disclose to the owner any material
inforn ion known to the agent.
IF THE BROKER REPRESENTS THE BUYER:
The broker becomes the buyer's agent by entering
into an agreement to represent the buyer, usually
through a written buyer representation agreement. A
buyer's agent can assist the owner but does not
represent the owner and must place the interests of
the buyer first. The owner should not tell a buyer's
agent anything the owner would not want the buyer to
know because a buyers agent must disclose to the
buyer any material information known to the agent.
IF THE (BROKER ACTS AS AN INTERMEDIARY:
A broker may act as an intermediary between the
parties If the broker complies with The Texas Real
Estate License Act. The broker must obtain the written
consent of each party to the transaction to act as an
10 -10 -11
intermediary. The written consent must state who will
pay the broker and. in conspicuous bold or underlined
print, set forth the broker's obligations as an
intermediary. The broker is required to treat each
party honestly and fairly and to comply with The
Texas Real Estate License Act. A broker who acts as
an intermediary in a transaction:
(1 ) shall treat all parties honestly;
(2) may not disclose that the owner will accept a
price less than the asking price unless authorized in
writing to do so by the owner:
(3) may not disclose that the buyer will pay a
price greater than the price submitted in a written offer
unless authorized in writing to do so by the buyer: and
(4) may not disclose any confidential information
or any information that a party specifically instructs the
broker in writing not to disclose unless authorized in
writing to disclose the information or required to do so
by The Texas Real Estate License Act or a court order
or if the information materially relates to the condition
of the property.
With the parties' consent, a broker acting as an
intermediary between the parties may appoint a
person who is licensed under The Texas Real Estate
License Act and associated with the broker to
communicate with and carry out instructions of one
party and another person who is licensed under that
Act and associated with the broker to communicate
with and carry out instructions of the other party.
If you choose to have a broker represent you, you
should enter into a written agreement with the broker
that clearly establishes the broker's obligations and
your obligations. The agreement should state how and
by whom the broker will be paid. You have the right to
choose the type of representation. if any.. you wish to
receive. Your payment of a fee to a broker does not
necessarily establish that the broker represents you. If
you have any questions regarding the duties and
responsibilities of the broker, you should resolve those
questions before proceeding.
Real estate licensee asks that you acknowledge receipt of this information about brokerage services for the licensee's records.
Buyer, Seller. Landlord or Tenant
City of Bcaaumont
Date
Texas Real Estate Brokers and Salespersons are licensed and regulated by the Texas Real Estate Commission [TRECI. If you have a question o, complaint
regarding a real estate licensee. you should contact TREC at P.O. Box 12188. Austin. Texas 78711 -21 88 . 512- 936 -3000 (httpi, www.trec texas.gov)
(TAR -250' ) - 10 -10 -11
\ AI Whecict -l711 Oilcan~ Slreet i''th floor ILL aumont_IX 77-/oI
Phone Fac 07 ,A���i_ ;rll i I ca(io-
Produced wits ZipForm(?, by zipLogi>: 18070 Fifteen Mile Road, Fraser, Michigan 48026 www.zipi-octix.com
TREC No. OP -K
Garden Street
ADDFNDI- 11 ONE TO
ONI �IERCIAI- CON] R 64(-T-1N1Pf-,'Ox ED PROPLIZ FN
M ADDENDO NI ONE 4) � MIMI PI_ i A— �TWFKA& OM"M T" K&-dTRT`,'
Thu 17% it 1knumont -Aola , W GmAun Sueo H&ddp. LIT'
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1
111 L I C L", U! 1-1 }1[ 11 0 '1 ti'M �@nd
1 SEMLER AND BUYER XCREE FHA] THE PROPURFN Is tq-1-\G
SOLD TO BUYER AND MILL BE CONMET, HN SELLEIZ TC) Rj,) Liz IN 10,
"WIS" "\NHLRL-1S" CONDITION, W1'I F1 ALL VA L LTSAND SUBJECT TO \L;j-
RISkS "LSSOCI AM) WITH OWNERS111P OF THE PTZOPIERT1. AND \N I'f'fjOt-jF
\N ARRANTIES OF ANY KINEN EXPRESS OR IMPLIED. ENCEI'T Foil THE
Spf �\.Al�RAVI-YOFTITLI. 11 1-0t] I 1N N% %N I , IM f"
(;
THE GENLRALATA (IF fl-if f0RLGO1Nfh THE SALE OF THE PROPVR'11
11 II 1. V.F NAITHOLI ANN MRRANIN REGARDING TUF
S11TARILIT1, 111SESS OR, QLAIAT1 OF 11IF PROPLRI-1, OR THE PRFSVNCF
M ANY DLFF(1S OR CONDITIONS, WHETHILI-1, KNOWN OR LNkNOWN TO
SELLER. AND SELLER AND SELLER'S ACENIT AI-TOWNEYS.
CWTHACTORS AND A1-14LIATES (COLLECT1\1:11. 'SELLERS RELAIED,
I'MMIKS"I FXPRESSLN DISCLA.IM ANN WARRANTY. OF OR REL-I-11 7; 10:
il! I FH L t: W I N c () A I E VOTEMAL. EXPENSER 0 PER k TWIN.
(:HXR,\CTFFZISIICS0R CONDITIFON OF T111. PROPLWIN 01-11 A-M PORTIO\
THEREOF. INCI-LUING. NN I"I HOUT I A M IT A11001 WARRANIIFS OF
SI-114RMAIV, HABUFAIJULIM 1IERCIIANIA011-1TV DESIGN OR FITNF :SS
FOR :INY 5,PF(IFIC: PURPOSE OR A PARI ICULAR PURPOSE. (Ilk, GOOD AND
\MRKN-LkNLIKL C071%S-IRICTIO70 (111 TFIF (ONDITION,
OF IFIF PROPERI)i AND THE PRESENCE OR ARSEN(I (IF on
CONTAMINATION BY HAZARWAS� -N]kfE'R1A1-S OR ME COMPL[ANCF CIF -
"I FIL; PRO[ILRT) MITH ALL. RL(ALATIONS OR LA\NS RELATIN(; TO
HEALTH OR THE EMIRONNIENI. INCLUDING. BUT NOT LIMITED '10. THE
C£) \1 P R F I I EN"S, [ VE FN:\-fR0NN-fFN,1"A I, R Fs PON ISF—COM PEI-,\ SAT 10 N, I I's 1)
LIABHATV AW AS AMENDED, 42 1-.4n § 4601 F1 SLQ., FHE RESOrR(.I-
WNSERA MON, A:\ D RL(:O\'f--M NCT, AS WIENDVD� 42 L S.C. § (M(ij J: 1-. SI-►_
FEIL ()I[. PCH-1 L IMN WE 33 L.W. § 2701 ET SEQ IND TIFF, I E AMI)
V ASTF DISPOSM. ACT TIEK HEVIAH & SNFLIN COM- ANN. 361 ET SEQ..
I of I0
EACH AS NIAI BL 10JENDEDFROINI TIME TO I INEE, IN('LLDING ANN
A-ND ALL REIALATIONS. RULES OR, POLICIES VRO N] L I- G A fEI)
I I-lt-,REt NDER ("[!N WC)NNILN , I ' \L L kAx S"): ANI) 111) THE '-,OIL
('ONDTVIONS, DRUNIGE. 1-11KH)ING CHXRA(-'1EKIS'IiCS-. LTILIFIES OR
OTHER CONDITIONS EXISTING IN OR ON THE PROPFRTN; -NJ) it\ i FFIE
\VW-'kI3ILIT) OF PARKIN( OP TJIL -ABILVI TO GFT ANY R'KQI-VRFf)
APPROVAL FROM ANN GONEP-NNILNTAL AL IHORITY REGARDING BIXER'S
INTENDED I)LVELOPNIV--.N-1- FOR THU 11, ROPER IA. BL!N ER HEREBY
%GREFS 11) ( ( FP1- THE PROPERTI SURJFVT IN) U A. RISES, I VAR" 11 AN
CLAIMS. DAMA(mLS AND COSI's, INCLI-DIV, ANY LIALHI-111 MIIII
RESPECT ID EANIRONNIENTAL LAMS, (AW WKELS SELLER SHALL NCYT
HE LI A RLE TO RUYER, FOR ANN SPECA A 1. IN DI RFC T. ENT I x 1. OR
C)THER DAMAGES) RESULTING OR -,1RISING FTKOINI OR RELATED TO THE
PROPLKFI OR EW LISK ( (-.)\ DI-1-1O N- E0(:-XT1f,)N, MkINFENANCE, REPAIR
OR OPERA-HON TH]PRE017. IN CONSI-MMATINC, THE PLI-K-HASE OF [HE
PROPERY1. RLNER IS N(M' REIAINA; ON ANN OR
IOWA!. OR \1RUYVEN9 NNHICH M N HANL BEEN OR
MAN RL MADE 131 SELTAR (H? 4WER'S REVAOVI) PARTIF'S, AND 11.1
REWNG S01-110 LPLIN BUYER'S OR HUNTIR'S REPRYSENIAVINI::S' (:)\\,\
PH N SK.'A 1. INSPECTION OF THE PROPERTY. BL'YER EXPRE4.1-4-Y XV"']N'FS,
"F(-) THE EXTENT -.1-1-LONNLA) 11,l 1-20N. :NI CLAI.IIS U-NDER I-EDEILiLL.
S-IAIF OR 0-1 111F.-R 1:; W (INCLUDING' W-1- NOT LIMITED TO COMMON
I,X\N. N%IWFHLR SOLNDIAG 11 CIVY11TACI OR 10111, AND ANN ANI) ALK
ENNIRONMENA At LAWS) TO kj RUITR NTIGAT OTHI_�RWISF 1-1 �X'F-
AGAINSI SELLER RLI—%11AG 11) UH1 (-'ONDI1I01 OF VHF PROPERTN.
HL N ER WRTHER ACKANONVITIDGES TIIel THUS PROVISION [Q, 1
NINTERIA1, INDLICEINIENT TO SELLER TO CONSUMMATE THE PUR(-HASE
AND SALE Of- UHL PROPERTIAHE PROXIS"AS131 fliBSEC"11ONSHALL
till'
.SIMILA.K DlSACLAIMLR MAN BF INCILDED 1% Tilf- DFFf) DFIA\FRI-D FIN
SELLER 10 HINER AT CISKING AND S"All. WO BE IN(IJAILD IN �
cF-RTErjc.kUE DATED AS (A THE CLOSING Q0 RE11-11(_'-I ING I
FOREW)ING. XND TO BE FXECT-TED BI" BI'VERAT C'LOsING.
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EXHIBIT 11A-
FORMOFSPECIA1 NXMZVX\T1 L)LED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE rk NATURAL PERSON. YOU MAY REMOVE
OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE
IT IS FILED 70R' RECORD IN THE PUBLIC PECOPDS: YOUR SOCIAL SECURITY NUMBER OR
YOUR DRIVER'S LICENSE NUMBER.
SPECIAL VVARR-ANTY DEED
THE CITY OF BEAUMONT, TEXAS -I I "-i �: 3 1 TT
he cil
aTI'l �11
I �i L!
a
1C'.
70{:" square t�c- mor• •:Ir "-),It C' Fk;od' --11
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-iri Exhibit "I" aracheoi
x ri, r. -i na n: I m -I � ht
ftires. a,-,, pro
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Granl_), gild u ar !e aru a.,-j,,e� Ma t_7 'a ntee 15 laKli r,C :h P 1c
-
AS IS, WHERE 15. WITH ALL FAULTS, 'milt .', Jtt
f
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FropE-rr�, its inc.ii_i,2 wilviau' ini1a`1�3r. [fie. i:iriv:Lil flrierllc�. Ut .-:O jJitlUr t)U
t;
M C! warranties r
trj,:�t there are no express or j pile w nti o
representations by Grantor of any kind- Grantee's acceptancu of the Property is at the
sole risk arid liability of Grantee with respect to i) the present status and condition of the
Property, ji) the suitability, fitness 01 acceptability of the Property for Grantor's purposes
and iii) the right of Grantee to access the Property or to ingress and egress to and from
the Property. FL.-thc-'r. Grarite zj,_-kr)ovJoa,,:,,� , a,-i--1
rlvef;t!ryatiur rnen, Jn.! i, .vc: avar� f-4 mr �-Clrrlitlo-1 .-ji
C Its �t Sn�[S 111J J-HSIQ agrees and
covenants not to sue G onto ', pa,-Ues .*_�,, jefiried below,; foi anY an-d al! Clain-il ia�
cefireo �,Oov. ind, ii': agrees to acquit, release and forever discharge and to defend,
indemnify and hold harmloss =`�nt�r ,elate. ;-v; 7.r,,C. al . ,i. r• it
f:,,F to, 1r, a.q". 1-se. rr
_j i!j& 571v r t,me vehc,thrr hk-!^re -r- LT t' .e _al_ -I:- V4,v:r
t-i3t afe rntr lc: b-i ary
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that on tnt--., Mroptr'v vvheth r knofvv or L1nI1,-13V'1-. CM:� untie
ae - �hl d t
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'V 4-r ese vita t�vi s u o a rnc i C: I C r P.: f
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(.ranter
�v__-SUITII TID" 07 it
assumes, undertakes and accepts any and all responsibilities, obligations. risks and
3i2bilities, i; I'j- i: It e_ ei,.,iro.n- E-, &I a--c.
set in -j�nTz -�r
xi�-inr_ cl-rt� 1_� �,17 vla, P cj- :
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or ,vincn f� %vhel��e asec i- — I
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qr-,c 5. a*,j--i,..,F-, a,, reire-rec cx6e�t'velk a,- "L-), pit 7?f: Dbl173ton�,.'
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ur, :-(J—.-i*,,s tv,,it, 311 mpuljr thif rm I
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>!:.:.r .;s0 7- D Fl C, n s tc ws-,,-an, ti'Je IL) t'l F.. ^t ^,' un:C �r;tf :: ;:ra nlc— -
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C: e - h c r e - e tea p a 3 q rF -- -I n n- t -I st ru n i e n 1 arc, ft-!, r -, o -i E-- - r
'irrl;',- t�rtlarqt� ty ot�rOse afle'--', 'his ar i� : v,"Inrl *.h;---
re:ui[es. -io-irv-, anc pmnnl r,
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11-: the Reservali-,,r:,� :-,om. a-id Ex,--c-p-Jr-Ins to iir� tl•Ic
:
=Urtr ! r '.11! � Spe,:;& iDS - I;
t c, r rr ',hc: --Impc-l-r-t-,,,,, ;1. shall ru—, .+o& 1h, rylak�rl_ tr- aT I-
i:'l J1! r i i, r!,a-,. a-,_s,--,n-- i pv i
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P,I'_c — , - 10
Grantor
The City of Scaumont, Texas
vvaz. ci n7jv.;ejce:j o-fr,— :--w :)n
T�-IC C F�..' 02:
-.jhdk:,S cl l -4 L e
S of 10
Grantee;
—his noll
;:jm ;,ntry
EXHIBIT --
PROPERTY DESCRIPTION
e►:asi.
HNNO m 26,700 a4Qe fist bttd of bed out of Biort 40 of do Wgbtd Town of 9a=oa
in ft Noah Tea Survey, Abstsad Q eeasmroaa, Jeffmim C mmty. Toga. said taatt bwZ all
of Lot 201 mad 2M and put of Lots M 199, 200 and 2116 of said Bmt 40, nod Wing all of
'. paWwy400 conveyed Deed d � Miiec dated MV 17. 1931. and rwmdad m Val
SE3[NMNO at fir most Wanxly or Nottbadt cos. of Lot 201 of Block 40, of the Original
Tom of Beauty amt, uid eocaar being ioeaded at the point of to on of ibe Northeaauly
r2& of way lice of Orksaa Street mad the Soadmsaerty nobs of Dray list of Fannin Suss";
TH&NC E Not 49' 2ti &eta fteh== baring) along the SoLdntmtiy ripbt of way lint of
Fonda Street and Shag the i+Nodirwattaty toe of Lou 201 and 202 of Rio* 40, a tttmntrc of
120 d feet to the Ncc* eeu or sons Ncmdbtrfy carers of Lot 2112, and tbo am* weorteo cww
Of Lot 203 and being tie moat tvtetslg or northwest aoam of that a-- I tad conveyed to
Jdk-m 7batto Pmcvmb= 9aaay by Dead dated November 11. 1476 and recorded is Val.
2036 page 442 of Cat lead Rmeardt of Jdr=usn County, 'ltiaas.
TfUNCE South 40' 34' 'Ew along dte co mttoe lha of Lou 202 and 203 tad dung the
Smbw=w ty lien of the sad Jdk nom Ibeaut: T=4 s dimmot of 160.0 feet to the arose
SmMarly or Sawhw at omm d said 3eBrraam Tbm to Ttaa tonged la Lot 206,
TiItWM Narib 49' 26' East along the Sotttbe� live of the. leffaaoa Tbatam Tract. s
dWmn= or 30.00 fees to a pout for corner foaled is the dlvidiag line be w= Lou ZW and
2M.,
THENCE Savth 4W 34' East along the CMVJM her between lost 206 and 207. a drwom of
50.00 feet to a poi. for Cotner located hr 1.ot 193,
THE14CE Swat 49' 26' Wear afuo fhc Nw&wcwly Hw of a a= =mcyad in Ragan
0rotbas by Dacd dated Apt$ 13.1964 and moorded fn Vol. I384 pot l7S of the Deed Records
Of Ism Cow, Teams, add I= besot parailel to ad 90 00 foot Nordhv mmly of the
Nm*wcmwly d& of way but of Fauyft Smoot, a dltm= of iSQO fed to the nam Weneriy
or Kaftwort cornet a£aaid Rows 8catien raw, said tataarbseg loaned ht the llarahemaly
MAS of way hoe of Odem Suers and bohq 90.00 feat tram the 3oodt c� of Lot 200.
'I'FMNCB Korth 40' 34' Was a}oo tiro fly rot of wmy the of Orleam Street and
aIMi Om spy ice of Lose 200.206 m1 ms of BlorA 40. a dbmoee of 210.0 feet to
the PLACE OF BBOO M O and conalviog to naea 25.700 aqua sex of lend. coca or let.
3
July 22, 2014
Consider a resolution authorizing the award of a bid to G & G Enterprises of Beaumont for the
construction of the Hike & Bike Trail -Phase II
RICH WITH OPPORTUNITY
r
T - E - X - A - S
TO:
FROM:
PREPARED BY:
MEETING DATE:
City Council Agenda Item
City Council
Kyle Hayes, City Manager
Dr. Joseph Majdalani, PE, Public Works Director -3,11
July 22, 2014
REQUESTED ACTION: Council consider a resolution authorizing the award of a bid
to G & G Enterprises of Beaumont in the amount of
$724,200.01 for the construction of the Hike & Bike Trail —
Phase I1.
BACKGROUND
On July 26, 2011, City Council approved a resolution authorizing the City Manager to execute a
Local Transportation Project Advanced Funding Agreement with the Texas Department of
Transportation (TxDOT) for the Hike & Bike Trail — Phase II project. The ten (10) foot wide
concrete trail will be constructed within Drainage District No. 6 property and will extend 1.436
miles along the Drainage District's detention pond from Folsom to Metropolitan Drive. The trail
will accommodate recreational activities such as walking, jogging, skating and cycling.
On Thursday, June 19, 2014 bids were solicited for furnishing all labor, materials, equipment and
supplies for the construction of the Hike & Bike Trail — Phase II project.
Fiive (5) bids were received as follows:
Contractor
Bid Amount
Location
G & G Enterprises
$724,200.01
Beaumont, TX
Bruce's General Construction, Inc.
$727,898.92
Beaumont, TX
Allco, Inc.
$732,560.00
Beaumont, TX
_ McInnis Construction, Inc.
$752,230.49
Silsbee, TX
L & L General Contractors
$845,602.30
Beaumont, TX
To satisfy federal funding requirements, TxDOT will provide a letter of concurrence before final
award is granted.
FUNDING SOURCE
The Federal Highway Administration (FHWA) awarded $661,134.00 for the project. Funds are
available in the Capital Program for the difference.
RECOMMENDATION
Approval of resolution.
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[]Ni
RESOLUTION NO.
BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF BEAUMONT-
THAT the City Council hereby approves the conditional award of a contract to G & G
Enterprises, of Beaumont, Texas, in the amount of $724,200.01 for furnishing all labor,
materials, equipment and supplies for the construction of the Hike & Bike Trail - Phase II
Project pending TxDOT's concurrence of the award of the contract to G & G Enterprises;
and,
BE IT FURTHER RESOLVED THAT the City Manager be and he is hereby
authorized to execute a contract with G & G Enterprises, of Beaumont, Texas, for the
purposes described herein.
2014.
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 22nd day of July,
- Mayor Becky Ames -
July 22, 2014
Consider a resolution authorizing the City Manager to enter into a five -year agreement with
Express Scripts, Inc., for Pharmacy Benefit Manager Services
RECH WITH OPPORTUNITY
C A, �
T- E - X - A - S
TO:
FROM:
PREPARED BY:
MEETING DATE:
City Council Agenda Item
City Council
Kyle Hayes, City Manager
Laura Clark, Chief Financial Officer i -'
July 22, 2014
REQUESTED ACTION: Council consider a resolution authorizing the City Manager
to enter into a five -year agreement with Express Scripts,
Inc., for Pharmacy Benefit Manager Services.
BACKGROUND
The current Pharmacy Benefit Manager contract with CVS Caremark ends December 31, 2014.
In March 2014, City Staff requested proposals from pharmacy benefit managers. Seven (7)
proposals were received and evaluated by an independent team of experts in this industry from
Action Pharmaceutical Consulting, the City's benefits consultant, based on the following
weighted qualitative criteria: Account Management, Adherence to the Request for Proposal,
Customer Service, Implementation, Management Reports, Performance Guarantees, Price, and
Value -Added Services. The three (3) finalist including CVS Caremark (incumbent), Express
Scripts, Inc., and Script Care were interviewed by City Staff as well as representatives from
Action Pharmaceutical Consulting and Holmes Murphy. Express Scripts offered the largest
annual plan savings as compared to current pricing and scored the highest overall on the
weighted qualitative evaluation.
PROJECTED 2015 ANNUAL
WEIGHTED QUALITATIVE
VENDOR
PLAN COST
SCORE
Express Scripts, Inc.
$2,700,094
307.3
St. Louis, Missouri
CVS Caremark (incumbent)
$2,797,283
306.0
Northbrook, Illinois
Script Care
$2,885,334
263.3
Beaumont, Texas
Pharmacy Benefit Manager
July 22, 2014
Page 2
The City's healthcare plan includes medical and pharmacy benefits. From FY 2012 through the
current fiscal year, the City's healthcare costs have risen significantly which has put a strain on
the Employee Benefits Fund. As the cost for medical treatment and medications rise, the City
faces a challenge in providing the same level of benefits as in the previous years. Prescription
drug benefits are provided to employees and qualifying dependents or 3,618 covered lives. The
City's annual prescription drug plan cost was $2.6 million in 2013 and is projected to be $2.7
million in 2014. Based on existing pricing and utilization, the cost would have been estimated at
$3.3 million in 2015. The pricing structure proposed by Express Scripts projects an annual plan
cost in 2015 of $2.7 million or more than $600,000 in savings compared to the amount projected
for 2015. This is compared to an estimated $535,000 and $448,000 in savings from CVS
Caremark and Script Care, respectively. Savings is a result of discounts and rebates offered by
the company. In addition, Express Scripts offers an allowance to be used over the five year
contract for expenditures related to managing the pharmacy benefit. This allowance is five times
that of Script Care. CVS Caremark as the incumbent does not have an allowance.
Specialty pharmacy drugs treat cancer, hepatitis, multiple sclerosis, rheumatoid arthritis, HIV,
and major cardiovascular conditions and cost the City approximately $500,000 each year for the
last two years which equates to approximately 14% of overall pharmacy costs being generated by
less than 1% of the total members. Industry projections indicate specialty medications will
continue to rise and consume 40% of pharmacy costs by 2018. Due to the large number of lives
serviced by Express Scripts, the company has buying power when negotiating pricing with
specialty drug manufacturers ultimately reducing the costs incurred by the City's plan.
Employees will have access to Express Scripts' member website and mobile application as well
as over 5900 experienced and highly trained patient care advocates in ten (10) call centers
available 24/7 with 96.3% first -call resolution. In addition, pharmacists are available to
mernbers 24/7.
The drug plan design for City employees will remain the same in 2015. The pharmacy network
will remain the same with Express Scripts with minimal disruption to members.
FUNDING SOURCE
Employee Benefits Fund.
RECOMMENDATION
Approval of resolution.
City of Beaumont
Pharmacy Benefit Manager Services
Weighted Criteria of Request for Proposals
TOTAL POSSIBLE
CRITERIA
CAREMARK
EXPRESS SCRIPTS
SCRIPT CARE
POINTS
ACCOUNT MANAGEMENT
56.2511
45.9
46.11.
39.5
ADHERENCE TO RFP
56.25
45.9';
46.1
39.5
CUSTOMER SERVICE
56.25:
45.9.
46.1;
39.5
IMPLEMENTATION
18.75 !
15.3
15.4
13.2
MANAGEMENT REPORTS
37.5''
30.61
30.7
26.3
PERFORMANCE GUARANTEES
18.75;'
15.3
15.4
13.2
PRICE
56.25
45.9'''
46.1
39.5
VALUE -ADDED SERVICES
75
61.2,
61.4'r
52.6
WEIGHTED TOTAL POINTS
3757
306.01
307.31
263.3
RESOLUTION NO.
BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF BEAUMONT:
THAT the City Manager be and he is hereby authorized to execute a five (5) year
agreement with Express Scripts, Inc., of St. Louis, Missouri, as the City's Pharmacy Benefit
Manager (PBM).
2014.
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 22nd day of July,
- Mayor Becky Ames -