HomeMy WebLinkAboutORD 2012-26 - Revenue Refunding BondsTHE STATE OF
COUNTYOF I !;
CITY OF l' !
We, the undersigned officers and members of the City of Georgetown, Texas (the "City"),
hereby certify as follows:
1. The City Council of the City convened in REGULAR MEETING ON THE 24TH
DAY OF APRIL, 2012, at Council Chambers, 101 E. 7th Street, Georgetown, Texas (the
"Meeting"), and the roll was called of the duly constituted officers and members of the City,
to -wit:
George Garver, Mayor
Patty Eason, Mayor Pro Tem, Councilmember District 1
Troy Hellmann, Councilmember District 2
Danny Meigs, Councilmember District 3
Bill Sattler, Councilmember District 4
Pat Berryman, Councilmember District 5
Rachael Jonrowe, Councilmember District 6
Tommy Gonzalez, Councilmember District 7
and all of the persons were present, except the following absentees: none, thus constituting a
quorum. Whereupon, among other business, the following was transacted at the Meeting: a
written
was duly introduced for the consideration of the City Council. It was then duly moved and
seconded that the Ordinance be passed on first reading; and, after due discussion, said motion
carrying with it the passage of the Ordinance, prevailed and carried by the following vote:
AYES: 7 NOES: 0
2. A true, full and correct copy of the Ordinance passed at the Meeting described in
the above and foregoing paragraphs is attached to and follows this Certificate; that the Ordinance
has been duly recorded in the City Council's minutes of the Meeting; that the above and foregoing
paragraphs are a true, full and correct excerpt from the City Council's minutes of the Meeting
Georgetown\Uti1sysRevRefg\12: OrdinanceCert
pertaining to the passage of the Ordinance; that the persons named in the above and foregoing
paragraphs are the duly chosen, qualified and acting officers and members of the City Council as
indicated therein; that each of the officers and members of the City Council was duly and
sufficiently notified officially and personally, in advance, of the time, place and purpose of the
Meeting, and that the Ordinance would be introduced and considered for passage at the Meeting,
and each of the officers and members consented, in advance, to the holding of the Meetings for
such purpose, and that the Meeting was open to the public and public notice of the time, place
and purpose of the meeting was given, all as required by Chapter 551, Texas Government Code.
3. The Mayor of the City has approved and hereby approves the Ordinance; that the
Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor and
the City Secretary of the City hereby declare that their signing of this Certificate shall constitute
the signing of the attached and following copy of the Ordinance for all purposes.
Georgetown\UtilSysRevRefg\1 Z: OrdinanceCert
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Table of Contents
Page
Recitals............................................................................................................................1
Section 1. DEFINITIONS AND VISIONS STATEMENT ................................................... 2
Section 2. AMOUNT, NAME AND PURPOSE OF THE SERIES 2012 B .......................... 2
Section 3. DATE, DENOMINATION, MATURITIES, NUMBERS, INTEREST
ANDREDEMPTION.......................................................................................... 2
Section 4. CHARACTERISTICS OF THE SERIES 2012 BONDS ...................................... 5
Section 6. FORM OF SERIES 2012 BOND......................................................................... 9
Section 7. PLEDGE OF PLEDGED REVENUES................................................................ 9
Section 8. SPECIAL FUNDS............................................................ ........ I.......................... 9
Section 9. REVENUE FUND............................................................................................. 10
Section10. FLOW OF FUNDS............................................................................................ 10
Section 11. INTEREST AND SINKING FUND.................................................................. 10
Section 12. RESERVE FUND............................................................................................. 11
Section 13. EXCESS BOND PROCEEDS.... ................................................................... ... 14
Section 14. DEFICIENCIES -EXCESS PLEDGED OR NET REVENUES ........................ 13
Section 15. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF
INVESTMENT INCOME................................................................................. 14
Section 16. PAYMENT OF PARITY OBLIGATIONS........................................................ 15
GTOWN\Uti1SysRevRefg\12: Ordinance i
Section 17. RATES AND CHARGES.................................................................................. 15
Section 18. GENERAL COVENANTS................................................................................ 15
Section 19. RECORDS AND ACCOUNTS - ANNUAL AUDIT ......................................... 19
Section 20. COVENANTS REGARDING TAX EXEMPTION OF INTEREST
ONTHE BONDS.............................................................................................. 20
Section 21. CONTINUING DISCLOSURE UNDERTAKING ............................................ 22
Section 22. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS ............................... 25
Section 23. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY
OBLIGATIONS................................................................................................ 26
Section 24. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS ................................. 26
Section 25. ISSUANCE OF SPECIAL PROTECT OBLIGATIONS ..................................... 27
Section 26. LIMITED OBLIGATIONS OF THE CITY ....................................................... 27
Section 27. SECURITY FOR FUNDS................................................................................. 27
Section 28. DEFAULTS AND REMEDIES......................................................................... 27
Section 29. DEFEASANCE OF SERIES 2012 BONDS ....................................................... 28
Section 30. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
SERIES2012 BONDS...................................................................................... 29
Section 31. AMENDMENT OF ORDINANCE .............. ............ 30
..........................................
Section 32. CUSTODY, APPROVAL AND REGISTRATION OF SERIES 2012
BONDS; BOND COUNSEL'S OPINION, BOND INSURANCE AND
CUSIPNUMBERS............................................................................................ 33
Section 33. APPROVAL OF OFFERING DOCUMENTS, PAYING AGNET/
REGISTRAR AGREEMENT AND ESCROW AGREEMENT ......................... 33
Section 34. INSURANCE PROVISIONS............................................................................ 34
Section 35. NO RECOURSE AGAINST CITY OFFICIALS ............................................... 34
GTOWi�UtilSysRevRefg\12: Ordinance li
Section 36. PAYMENT OF ATTORNEY GENERAL FEE ................................................. .
Section 37. FURTHER ACTIONS.......................................................................................35
Section 38. INTERPRETATIONS....................................................................................... 35
Section 39. INCONSISTENT PROVISIONS....................................................................... 35
Section 40. INTERESTED PARTIES.................................................................................. 35
Section 41. INCORPORATION OF RECITALS.................................................................. 36
Section 42. SEVERABILITY.............................................................................................. 36
Section43. REPEALER....................................................................................................... 36
Section 44. EFFECTIVE DATE.......................................................................................... 36
Section45. PERFECTION................................................................................................... 36
Section 46. PAYMENT OF ATTORNEY GENERAL FEE ................................................. 36
Exhibit A Definitions
Exhibit B Form of Series 2012 Bond
Exhibit C Description of Annual Financial Information
GTOWN\Uti1SysRevRefg\12: Ordinance iii
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COUNTYSTATE OF TEXAS §
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CITY OF ! !
WHEREAS, the City Council of the City deems it advisable and in the best interest of the
City to refund the Refunded Obligations, as defined in Exhibit "A" attached hereto, in order to
achieve a net present value debt service savings of not less than 3.0% of the principal amount of the
Refunded Obligations net of any City contribution with such savings, among other information and
terms to be included in a pricing certificate to be executed by the Mayor, acting as the designated
pricing officer of the City, or, in the absence of the Mayor, the Mayor Pro Tem, all in accordance with
the provisions of Chapters 1207 and 1371 of the Texas Government Code thereof, and
WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207")
authorizes the City to issue refunding bonds and to deposit the proceeds from the sale thereof
together with any other available funds or resources, directly with a place of payment (paying agent)
for the Refunded Obligations or with a trust company or commercial bank that does not act as
depository for the City, and such deposit, if made before such payment dates, shall constitute the
making of firm banking and financial arrangements for the discharge and final payment of the
Refunded Obligations; and
WHEREAS, Chapter 1207 authorizes the City to issue refunding bonds and to deposit the
proceeds from the sale thereof, directly with an eligible trust company or commercial bank, and such
deposit, if made before such payment dates, shall constitute the making of firm banking and financial
arrangements for the discharge and final payment of the Refunded Obligations; and
WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement
with an eligible trust company or commercial bank with respect to the safekeeping, investment,
reinvestment, administration, and disposition of any such deposit, upon such terms and conditions as
the City and such entity may agree, provided that such deposits may be invested and reinvested in
Defeasance Securities (as defined herein)which shall mature and bear interest payable at such times
and in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the
Refunded Obligations; and
WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of the
kind authorized and permitted by said Chapter 1207; and
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WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed 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, Texas Government Code; and
TAEZUFSVV], BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY 01
GEORGETOWN, H.
Section 1. DEFINITIONS AND VISION STATEMENT. (a) Definitions. For all
purposes of this Ordinance, except as otherwise expressly provided or unless the context otherwise
requires, the terms defined in Exhibit "A" to this Ordinance have the meanings assigned to them in
Exhibit "A".
(b) Vision Statement. The City Council hereby finds that the enactment ofthis Ordinance
and issuance of the Bonds complies with the Vision Statement of the City.
Section 2. AMOUNT, NAME AND PURPOSE OF THE SERIES 2012 BONDS.
The Bonds, each to be designated the "CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM
VENUE REFUNDING BOND, SERIES 2012," are hereby authorized to be issued and
delivered in accordance with the Constitution and laws of the State of Texas, particularly Chapter
1207, Texas Government Code, as amended, and the Charter of the City. The Bonds shall be issued in
the aggregate principal amount not to exceed $8,000,000 for the purpose of providing funds for (i)
refunding the Refunded Obligations and (ii) paying the costs of issuing the Bonds.
Section 3. DATE, DENOMINATION, MATURITIES, NUMBERS, INTEREST
AND REDEMPTION. (a) Initially there shall be issued, sold, and delivered hereunder fully
registered Bonds, without interest coupons, which may be in the form of Current Interest Bonds or
Premium Compound Interest Bonds, numbered consecutively from R-1 upward, in the case of
Current Interest Bonds, and from PC -1 upward, in the case of Premium Compound Interest Bonds
(except the Initial Bond delivered to the Attorney General of the State of Texas which shall be
numbered T-1 and TPC -1 respectively) payable to the respective initial Registered Owners thereof, or
to the registered assignee or assignees of said Bonds or any portion or portions thereof, in Authorized
Denominations, maturing not later than August 15, 2023, serially or otherwise on the dates, in the
years and in the principal amounts, respectively, and dated, as all set forth in the Pricing Certificate to
be executed and delivered by the Pricing Officer pursuant to subsection (b) of this section. The
Pricing Certificate is hereby incorporated in and made a part of this Ordinance. The Bonds shall be
designated by the year in which they are awarded as set forth in the Pricing Certificate. The authority
for the Pricing Officer to execute and deliver the Pricing Certificate for the Bonds shall expire at 5:00
p.m. C.D.T. on October 23, 2012. Bonds priced on or before October 23, 2012 may be delivered to
the initial purchaser after such date.
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(b) As authorized by Chapter 1207, Texas Government Code, as amended, the Pricing
Officer is hereby authorized to act on behalf of the City in selling and delivering the Bonds,
determining which of the Refundable Obligations shall be refunded and constitute Refunded
Obligations under this Ordinance and carrying out the other procedures specified in this Ordinance,
including determining the date of the Bonds, any additional or different designation or title by which
the Bonds shall be known, the price at which the Bonds will be sold, the years in which the Bonds will
mature, the principal amount to mature in each of such years, the aggregate principal amount of
Current Interest Bonds and Premium Compound Interest Bonds, the rate or rates of interest to be
borne by each such maturity, the interest payment periods, the dates, price, and terms upon and at
which the Bonds shall be subject to redemption prior to maturity at the option of the City, as well as
any mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale,
and delivery of the Bonds and the refunding of the Refunded Obligations, all of which shall be
specified in the Pricing Certificate; provided that (i) the price to be paid for the Bonds shall not be less
than 90% of the aggregate original principal amount thereof plus accrued interest thereon from its
date to its delivery, (ii) none of the Bonds shall bear interest at a rate, or yield in the case of Premium
Compound Interest Bonds, greater than the maximum authorized by law, and (iii) the refunding must
produce a net present value debt service savings of at least 3.0% of the principal amount of the
Refunded Obligations, net of any City contribution. In establishing the aggregate principal amount of
the Bonds, the Pricing Officer shall establish an amount not to exceed the amount authorized in
Section 3, which shall be sufficient to provide for the purposes for which the Bonds are authorized
and to pay the costs of issuing the Bonds.
To achieve advantageous borrowing costs for the City, the Bonds shall be sold on a
negotiated, placement or competitive basis as determined by the Pricing Officer in the Pricing
Certificate. In determining whether to sell the Bonds by negotiated, placement or competitive sale,
the Pricing Officer shall take into account any material disclosure issues which might exist at the time,
the market conditions expected at the time of the sale and any other matters which, in the judgment of
the Pricing Officer, might affect the net borrowing costs on the Bonds.
If the Pricing Officer determines that the Bonds should be sold at a competitive sale, the
Pricing Officer shall cause to be prepared a notice of sale and official statement in such manner as the
Pricing Officer deems appropriate, to make the notice of sale and official statement available to those
institutions and firms wishing to submit a bid for the Bonds, to receive such bids, and to award the
sale of the Bonds to the bidder submitting the best bid in accordance with the provisions of the notice
of sale.
If the Pricing Officer determines that the Bonds should be sold by a negotiated sale or
placement, the Pricing Officer shall designate the placement purchaser or the senior managing
underwriter for the Bonds and such additional investment banking firms as the Pricing Officer deems
appropriate to assure that the Bonds are sold on the most advantageous terms to the City. The
Pricing Officer, acting for and on behalf of the City, is authorized to enter into and carry out a
purchase agreement or other agreement for the Bonds to be sold by negotiated sale or placement,
with the underwriters or placement purchasers at such price, with and subject to such terms as
determined by the Pricing Officer pursuant to this Section 4(b) above.
GTOWN\Uti1SysRevRefg\12: Ordinance 3
In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council
determines that the delegation of the authority to the Pricing Officer to approve the final terms and
conditions of each Series of the Bonds as set forth in this Ordinance is, and the decisions made by the
Pricing Officer pursuant to such delegated authority and incorporated in the Pricing Certificate will
be, in the best interests and shall have the same force and effect as if such determination were made by
the City Council and the Pricing Officer is hereby authorized to make and include in a Pricing
Certificate an appropriate finding to that effect.
(c) The Current Interest Bonds shall bear interest calculated on the basis of a 360 -day year
composed of twelve 30 -day months from the dates specified in the FORM OF BONDS set forth in
this Ordinance to their respective dates of maturity or redemption at the rates per annum set forth in
the Pricing Certificate.
The Premium Compound Interest Bonds shall bear interest from the Issuance Date, calculated
on the basis of a 360 -day year composed of twelve 30 -day months (subject to rounding to the
Compounded Amounts thereof), compounded on the Compounding Dates as set forth in the Pricing
Certificate, and payable, together with the principal amount thereof, in the manner provided in the
Form of Bonds at the rates set forth in the Pricing Certificate. Attached to the Pricing Certificate, if
Premium Compound Interest Bonds are to be issued, shall be the Accretion Table. The Accreted
Value with respect to any date other than a Compounding Date is the amount set forth on the
Accretion Table with respect to the last preceding Compounding Date, plus the portion of the
difference between such amount and the amount set forth on the Accretion Table with respect to the
next succeeding Compounding Date that the number of days (based on 30 -day months) from such last
preceding Compounding Date to the date for which such determination is being calculated bears to
the total number of days (based on 30 -day months) from such last preceding Compounding Date to
the next succeeding Compounding Date.
(d) Right of Redemption. The City reserves the right, at its option, to redeem the Bonds
as set forth in the FORM OF BOND and the Pricing Certificate. The City, at least thirty (30) days
before the date of any optional redemption, shall notify the Paying Agent/Registrar of such
redemption date and of the amount and maturity of the Bonds to be redeemed.
(e) Notice of Redemption to Bondholder. The Paying Agent/Registrar shall give notice of
any redemption of the Bonds by sending notice by first class United States mail, postage prepaid, not
less than twenty (20) days before the date fixed for redemption, to the Bondholder at the address
shown in the Register. The notice shall state among other things, the redemption date, the
redemption price, the place at which the Bonds are to be surrendered for payment, and that the Bonds
so called for redemption shall cease to bear interest after the redemption date. Any notice given as
provided in this Section shall be conclusively presumed to have been duly given, whether or not the
Bondholder receives such notice. With respect to any optional redemption of the Bonds, unless
certain prerequisites to such redemption required by or this Ordinance have been met and 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,
GTOWN\Uti1SysRevRefg\12: Ordinance 4
such notice shall state that said redemption may, at the option of the City, be conditional upon the
satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or
prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the redemption
and 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.
(f) Effect of Redemption. Notice of redemption having been given as provided in this
Section, the Bonds called for redemption shall become due and payable on the date fixed for
redemption and, unless the City defaults in the payment of the principal thereof or accrued interest
thereon, such Bonds thereof shall cease to bear interest from and after the date fixed for redemption,
whether or not such Bond is presented and surrendered for payment on such date. If the Bonds
thereof called for redemption are not so paid upon presentation and surrender thereof for redemption,
such Bonds thereof shall continue to bear interest at the rate stated on the Bond until paid or until due
provision is made for the payment of same.
(g) Conditional Notice of Redemption. With respect to any optional redemption of the
Bonds, unless certain prerequisites to such redemption required by this Ordinance have been met and
moneys sufficient to pay the principal of the premium, if any, and interest on the Bonds to be
redeemed shall have been received by the Paying Agent prior to the giving of such notice of
redemption, such notice shall sate that said redemption may, at the option of the City, be conditional
upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar
on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the redemption
and 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.
Section 4. CHARACTERISTICS OF THE SERIES 2012 BONDS. (a) Registration,
Transfer, and Exchange; Authentication. The City shall keep or cause to be kept at the designated
office for payment of The Bank of New York Trust Company, N.A. in Dallas, Texas (the "Paying
Agent/Registrar") books or records for the registration of the transfer and exchange of the Series
2012 Bonds (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as
its registrar and transfer agent to keep such books or records and make such registrations oftransfers
and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such registrations, transfers and exchanges as
herein provided. The Paying Agent/Registrar Agreement between the City and the Paying
Agent/Registrar, in substantially the form presented to the City Council at the meeting at which this
Ordinance was considered, is hereby approved and the Mayor and City Secretary or the Deputy City
Secretary of the City are hereby authorized to execute the Paying Agent/Registrar Agreement and
approve any changes in the final form thereof.
GTOWN\Uti1SysRevRefg\I2: Ordinance S
The Paying Agent/Registrar shall obtain and record in the Registration Books the address of
the registered owner of each Series 2012 Bond to which payments with respect to the Series 2012
Bonds shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify
the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such
interest payments shall not be mailed unless such notice has been given. To the extent possible and
under reasonable circumstances, all transfers of the Series 2012 Bonds shall be made within three
business days after request and presentation thereof. The City shall have the right to inspect the
Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the
Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required
by law, shall not permit their inspection by any other entity. The Paying Agent/Registrar's standard or
customary fees and charges for making such registration, transfer, exchange and delivery of a
substitute Series 2012 Bond or Series 2012 Bonds shall be paid as provided in the FORM OF BOND
set forth in Exhibit "B" to this Ordinance. Registration of assignments, transfers and exchanges of
Series 2012 Bonds shall be made in the manner provided and with the effect stated in the FORM OF
BOND set forth in Exhibit "B" to this Ordinance. Each substitute Series 2012 Bond shall bear a letter
and/or number to distinguish it from each other Series 2012 Bond.
Except as provided in (c) below, an authorized representative of the Paying Agent/Registrar
shall, before the delivery of any such Series 2012 Bond, date and manually sign the Paying
Agent/Registrar's Authentication Certificate, and no such Series 2012 Bond shall be deemed to be
issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly
shall cancel all paid Series 2012 Bonds and Series 2012 Bonds surrendered for transfer and exchange.
No additional ordinances, orders or resolutions need be passed or adopted by the governing body of
the City or any other body or person so as to accomplish the foregoing transfer and exchange of any
Series 2012 Bond or portion thereof, and the Paying Agent/Registrar shall provide for the
preparation, execution and delivery of the substitute Series 2012 Bonds in the manner prescribed
herein. Pursuant to Chapter 1201, Texas Government Code, and particularly Subchapter D thereof,
the duty of transfer and exchange of Series 2012 Bonds as aforesaid is hereby imposed upon the
Paying Agent/Registrar, and, upon the execution of said Certificate, the transferred and exchanged
Series 2012 Bond shall be valid, incontestable and enforceable in the same manner and with the same
effect as the Series 2012 Bonds which initially were issued and delivered pursuant to this Ordinance,
approved by the Attorney General and registered by the Comptroller of Public Accounts.
(b) Payment of Series 2012 Bonds and Interest. The City hereby further appoints the
Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Series
2012 Bonds, all as provided in this Ordinance. The Paying Agent/ Registrar shall keep proper records
of all payments made by the City and the Paying Agent/Registrar with respect to the Series 2012
Bonds.
(c) In General. The Series 2012 Bonds (i) shall be issued in fully registered form, without
interest coupons, with the principal of and interest on such Series 2012 Bonds to be payable only to
the registered owners thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii)
may be transferred and assigned, (iv) may be exchanged for other Series 2012 Bonds of the same
Series, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii)
GTOWN\UtilSysRevRefg\12: Ordinance 6
the principal of and interest on the Series 2012 Bonds shall be payable, and (viii) shall be administered
and the Paying Agent/Registrar and the City shall have certain duties and responsibilities with respect
to the Series 2012 Bonds, all as provided, and in the manner and to the effect as required or indicated,
in the FORM OF BOND set forth in Exhibit "B" to this Ordinance. The Series 2012 Bonds initially
issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated
by the Paying Agent/ Registrar, but on each substitute Series 2012 Bond issued in exchange for any
Series 2012 Bond or Series 2012 Bonds issued under this Ordinance the Paying Agent/Registrar shall
execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form
set forth in the FORM OF BOND.
(d) Substitute Paying Agent/Registrar, _ The City covenants with the registered owners of
the Series 2012 Bonds that at all times while the Series 2012 Bonds are outstanding the City will
provide a competent and legally qualified bank, trust company, financial institution or other entity to
act as and perform the services of Paying Agent/Registrar for the Series 2012 Bonds under this
Ordinance, and that the Paying Agent/Registrar will be one entity. The City reserves the right to, and
may, at its option and to the extent permitted by law, (i) act in the capacity of Paying Agent/Registrar
or (ii) change the Paying Agent/Registrar upon not less than 30 days written notice to the Paying
Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next
principal or interest payment date after such notice. In the event that the entity at any time acting as
Paying Agent/Registrar (or its successor by merger, acquisition or other method) should resign or
otherwise cease to act as such, the City covenants that promptly it will assume the duties or will
appoint a competent and legally qualified bank, trust company, financial institution or other agency to
act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar,
the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a
copy thereof), along with all other pertinent books and records relating to the Series 2012 Bonds, to
the new Paying Agent/Registrar designated and appointed by the City. Upon any change in the
Paying Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new
Paying Agent/Registrar to each registered owner of the Series 2012 Bonds, by United States mail,
first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar
shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this
Ordinance shall be delivered to each Paying Agent/Registrar.
(e) Book -Entry -Only System for Series 2012 Bonds. The Series 2012 Bonds issued in
exchange for the Series 2012 Bonds initially issued to the purchaser specified in Section 32 herein
shall be initially issued in the form of a separate single fully registered Series 2012 Bond for each of
the maturities thereof. Upon initial issuance, the ownership of each such Series 2012 Bond shall be
registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York
("DTC"), and except as provided in subsection (f) hereof, all of the outstanding Series 2012 Bonds
shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Series 2012 Bonds registered in the name of Cede & Co., as nominee ofDTC,
the City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on
GTOWN\Uti1SysRevRefg\12: Ordinance 7
whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance and
settlement of securities transactions among DTC Participants or to any person on behalf of whom
such DTC Participant holds an interest in the Series 2012 Bonds. Without limiting the immediately
preceding sentence, the City and the Paying Agent/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 Series 2012 Bonds, (ii) the delivery to any DTC Participant or
any other person, other than a registered owner of the Series 2012 Bonds, as shown on the
Registration Books, of any notice with respect to the Series 2012 Bonds or (iii) the payment to any
DTC Participant or any other person, other than a registered owner of Series 2012 Bonds, as shown
in the Registration Books of any amount with respect to principal of or interest on the Series 2012
Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the City and the
Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Series
2012 Bond is registered in the Registration Books as the absolute owner of such Series 2012 Bond
for the purpose of payment of principal and interest with respect to such Series 2012 Bond, for the
purpose of registering transfers with respect to such Series 2012 Bond and for all other purposes
whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Series 2012
Bonds only to or upon the order of the registered owners, as shown in the Registration Books as
provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such
payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect
to payment of principal of and interest on the Series 2012 Bonds to the extent of the sum or sums so
paid. No person other than a registered owner, as shown in the Registration Books, shall receive a
Series 2012 Bond certificate evidencing the obligation of the City to make payments of principal and
interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and
subject to the provisions in this Ordinance with respect to interest checks being mailed to the
registered owner at the close of business on the Record Date, the words "Cede & Co." in this
Ordinance shall refer to such new nominee of DTC.
(f) Successor Securities Depository; Transfers Outside Book -Entry -Only Systems. In the
event that the City determines to discontinue the use of the Book -Entry -Only System through DTC,
or DTC determines to discontinue providing its services with respect to the Series 2012 Bonds, 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, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Series 2012
Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the
availability through DTC of Series 2012 Bonds and transfer one or more separate Series 2012 Bonds
to DTC Participants having Series 2012 Bonds credited to their DTC accounts. In such event, the
Series 2012 Bonds shall no longer be restricted to being registered in the Registration Books 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 registered owners transferring or
exchanging Series 2012 Bonds shall designate, in accordance with the provisions of this Ordinance.
Whenever a successor securities depository has been appointed pursuant to this paragraph, the terms
DTC and DTC Participant as used in this Ordinance shall refer to such successor securities depository
and its participants, respectively.
GTOWN1\Uti1SysRevRefg\12: Ordinance 8
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Series 2012 Bond is registered in the name of Cede & Co., as nominee
for ITC, all payments with respect to principal of and interest on such Series 2012 Bond and all
notices with respect to such Series 2012 Bond shall be made and given, respectively, in the manner
provided in the representation letter of the City to ITC.
(h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket
Letter of Representations with DTC establishing the Book -Entry -Only System with respect to the
Series 2012 Bonds.
Section 6. FORM OF SERIES 2012 BOND. The form of each Series 2012 Bond,
including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and
the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be
attached only to the Series 2012 Bonds initially issued and delivered pursuant to this Ordinance, shall
be, respectively, substantially in the form set forth in Exhibit "B" hereto, with such appropriate
variations, omissions or insertions as are permitted or required by this Ordinance.
Section 7. PLEDGE OF PLEDGED REVENUES. The City hereby covenants and
agrees that the Pledged Revenues are hereby irrevocably pledged to the payment and security of the
Parity Obligations including the establishment and maintenance of the special funds created,
established and maintained for the payment and security thereof, all as hereinafter provided; and it is
hereby ordained that the Parity Obligations, and the interest thereon, shall constitute a lien on and
pledge of the Pledged Revenues and be valid and binding without any physical delivery thereof or
further act by the City, and the lien created hereby on the Pledged Revenues for the payment and
security of the Parity Obligations, including the establishment and maintenance of the special funds
created, established and maintained for the payment and security thereof, shall be superior to the lien
on and pledge of the Pledged Revenues securing payment of any Subordinate Lien Obligations
hereafter issued by the City.
Section 8. SPECIAL FUNDS. The City confirms the establishment and maintenance on
the books of the City, so long as any of the Parity Obligations are outstanding and unpaid, of the
below limited Special Funds:
(a) City of Georgetown, Texas Utility System Revenue Fund, hereinafter called the
"Revenue Fund."
(b) City of Georgetown, Texas Utility System Revenue Bonds Interest and Sinking Fund,
hereinafter called the "Interest and Sinking Fund."
Though all of such funds may be subaccounts of the City's General Fund held by the City's depository,
and, as such, not held in separate bank accounts, such treatment shall not constitute a commingling of
the monies in such Funds or of such Funds and the City shall keep full and complete records
indicating the monies and investments credited to each of such Funds.
GTOWMUti1SysRevRefg\12: Ordinance 9
Section 9. REVENUE FUND. The City hereby covenants, agrees and establishes that
the Gross Revenues shall be deposited and credited to the Revenue Fund immediately as collected and
received. All Maintenance and Operating Expenses are and shall be paid from such Gross Revenues
as a first charge against same.
Section 10. FLOW OF FUNDS. All Gross Revenues deposited and credited to the
Revenue Fund shall be pledged and appropriated to the extent required for the following uses and in
the order of priority shown:
FIRST: to the payment of all necessary and reasonable Maintenance and Operating Expenses
as defined herein or required by statute, including, but not limited to, Chapter 1502, Texas
Government Code, as amended, to be a first charge on and claim against the Gross Revenues,
including a two (2) -month reserve amount based upon the budgeted amount of Maintenance
and Operating Expenses for the current Fiscal Year, which amount shall be retained in the
Revenue Fund.
SECOND: to the payment of the amounts required to be deposited and credited to the
Interest and Sinking Fund created and established for the payment of the Series 2012 Bonds,
the Previously Issued Parity Obligations and any Additional Parity Obligations issued by the
City as the same become due and payable.
THIRD: pro rata to the payment of the amounts required to be deposited and credited (i) to
the Reserve Fund created and established to maintain the Required Reserve Amount in
accordance with the provisions of this Ordinance, including amounts owed with respect to any
Reserve Fund Obligation to restore the Required Reserve Amount and (ii) to each other
reserve fund created and established to maintain a reserve in accordance with the provisions
of the ordinances relating to the issuance of any Additional Parity Obligations hereafter issued
by the City.
FOURTH: to the payment of Subordinate Lien Obligations.
FIFTH: to the payment of the amounts required for any lawful purpose.
Section 11. INTEREST AND SINKING FUND. For purposes of providing funds to pay
the principal of, premium, if any, and interest on the Parity Obligations as the same become due and
payable, including any mandatory sinking fund redemption payments, the City agrees that it shall
maintain the Interest and Sinking Fund. The City covenants to deposit and credit to the Interest and
Sinking Fund prior to each principal, interest payment or redemption date from the available Pledged
Revenues an amount equal to one hundred percent (100%) of the amount required to fully pay the
interest on and the principal of the Parity Obligations then falling due and payable. The City shall
make such deposits and credits to pay maturing principal, accrued interest, and mandatory sinking
fund redemptions on the Parity Obligations in substantially equal semi-annual installments on or
before each February 15 and August 15.
GTOWN\Uti1SysRevRefg\12: Ordinance 10
The required semi-annual deposits and credits to the Interest and Sinking Fund shall continue
to be made as hereinabove provided until such time as (i) the total amount on deposit in and credited
to the Interest and Sinking Fund and the Reserve Fund (excluding any Reserve Fund Obligation) is
equal to the amount required to fully pay and discharge all Outstanding Parity Obligations (principal,
premium, if any, and interest) or (ii) the Parity Obligations are no longer outstanding.
Accrued interest and capitalized interest, if any, received from the purchaser of any Parity
Obligation shall be taken into consideration and reduce the amount of the semi-annual deposits and
credits hereinabove required into the Interest and Sinking Fund.
Section 12. RFSERVE FUND. (a) To accumulate and maintain a reserve for the
payment of the Series 2012 Bonds and the Outstanding Parity Obligations equal to the Average
Annual Debt Service Requirements of the Series 2012 Bonds and the Outstanding Parity Obligations
(calculated by the City at the beginning of each Fiscal Year) (the "Required Reserve Amount"), the
Reserve Fund has been established and shall be maintained by the City. Earnings and income derived
from the investment of amounts held for the credit of the Reserve Fund shall be retained in the
Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such
earnings and income shall be deposited to the credit of the Revenue Fund. As provided in Section 11,
the City shall deposit and credit to the Reserve Fund amounts required to maintain the balance in the
Reserve Fund in an amount equal to the Required Reserve Amount. There shall be deposited into the
Reserve Fund any Reserve Fund Obligations so designated by the City. All funds, investments and
Reserve Fund Obligations on deposit and credited to the Reserve Fund shall be used solely for (i) the
payment of the principal of and interest on the Series 2012 Bonds and the Outstanding Parity
Obligations, when and to the extent other funds available for such purposes are insufficient, (ii) to
make Reserve Fund Obligation Payments and (iii) to retire the last Stated Maturity or Stated
Maturities of or interest on the Series 2012 Bonds and the Outstanding Parity Obligations.
(b) When and for so long as the cash, investments and Reserve Fund Obligations in the
Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the
Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required Reserve
Amount, the City covenants and agrees that the City shall cure the deficiency in the Reserve Fund by
resuming the Required Reserve Fund Deposits to such Fund from the Pledged Revenues in
accordance with Section 10 by monthly deposits and credits in amounts equal to not less than 1/60th
of the Required Reserve Amount with any such deficiency payments being made on or before each
August 15 and February 15 until the Required Reserve Amount has been fully restored; provided,
however, that no such deposits shall be made into the Reserve Fund during any six month period
beginning on August 15 and February 15 until there has been deposited into the Interest and Sinking
Fund the full amount required to be deposited therein by the next following August 15 and February
15, as the case may be. In addition, in the event that a portion of the Required Reserve Amount is
represented by a Reserve Fund Obligation, the Required Reserve Amount shall be restored as soon as
possible from monthly deposits of Pledged Revenues on deposit in the Revenue Fund in accordance
with Section 10, but subject to making the full deposits and credits to the Interest and Sinking Fund
required to be made by the next following August 15 and February 15, as the case may be. The City
GTOWN\Uti1SysRevRefg\12: Ordinance 11
further covenants and agrees that, subject only to the prior deposits and credits to be made to the
Interest and Sinking Fund, the Pledged Revenues shall be applied and appropriated and used to
establish and maintain the Required Reserve Amount, including by paying Reserve Fund Obligation
Payments when due, and any reserve established for the benefit of any issue or series of Additional
Parity Obligations and to cure any deficiency in such amounts as required by the terms of this
Ordinance and any other ordinance pertaining to the issuance of Additional Parity Obligations.
During such time as the Reserve Fund contains the Required Reserve Amount, the obligation
to maintain the Required Reserve Amount has been suspended pursuant to subsection (d) below or
any cash is replaced with a Reserve Fund Obligation pursuant to subsection (c) below, 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.
(c) A Reserve Fund Obligation issued in an amount equal to all or part of the Required
Reserve Amount for the Series 2012 Bonds and the Outstanding Parity Obligations may be used in
lieu of depositing cash into the Reserve Fund. In addition, a Reserve Fund Obligation may be
substituted for monies and investments in the Reserve Fund if the substitution of the Reserve Fund
Obligation will not, in and of itself, cause any ratings then assigned to the Series 2012 Bonds and the
Outstanding Parity Obligations by any Rating Agency to be lowered and the ordinance authorizing the
substitution of the Reserve Fund Obligation for all or part of the Required Reserve Amount contains a
finding that such substitution is cost effective.
(d) Notwithstanding anything to the contrary contained herein, the requirement set forth in
subsection (a) above to maintain the Required Reserve Amount in the Reserve Fund shall be
suspended for such time as the Net Revenues for each Fiscal Year are equal to at least 1.35 times the
Average Annual Debt Service Requirements. In the event that the Net Revenues for any Fiscal Year
are less than 1.35 times the Average Annual Debt Service Requirements, the City will be required to
commence making Required Reserve Fund Deposits, as provided in subsection (b) above, and to
continue such Required Reserve Fund Deposits until the earlier of (i) such time as the Reserve Fund
contains the Required Reserve Amount or (ii) the Net Revenues in each of two consecutive years
have been equal to not less than 1.35 times the Average Annual Debt Service Requirements.
(e) A Reserve Fund Obligation permitted under (a) above, must be in the form of a surety
bond or insurance policy meeting the requirements described below.
(1) (i) A surety bond or insurance policy issued to the Paying Agent/Registrar, as agent of
the Holders, by a company licensed to issue an insurance policy guaranteeing the timely
payment of debt service on the Parity Obligations (a "municipal bond insurer") if the claims
paying ability of the City thereof shall be rated "AAA" or "Aaa", respectively, by S&P and
Moody's, or (ii) a surety bond or insurance policy issued to the Paying Agent/Registrar, as
agent of the Holders, by an entity other than a municipal bond insurer, if the form and
substance of such instrument and the City thereof shall be approved in writing by each Bond
Insurer of record.
GTOWN\Uti1SysRevRefg\12: Ordinance 12
(2) The obligation to reimburse the City of a Reserve Fund Obligation for any claims or
draws upon such Reserve Fund Obligation in accordance with its terms, including expenses
incurred in connection with such claims or draws, to the extent permitted by law, (a Reserve
Fund Obligation Payment) shall be made from the deposits made to the Reserve Fund as
provided in this Section and in Section 10. The Reserve Fund Obligation shall provide for a
revolving feature under which the amount available thereunder will be reinstated to the extent
of any reimbursement of draws or claims paid. If the revolving feature is suspended or
terminated for any reason, the right of the City of the Reserve Fund Obligation to
reimbursement will be subordinated to the cash replenishment of the Reserve Fund to an
amount equal to the difference between the full original amount available under the Reserve
Fund Obligation and the amount then available for further draws or claims. In the event (a)
the City of a Reserve Fund Obligation becomes insolvent, or (b) the City of a Reserve Fund
Obligation defaults in its payment obligations thereunder, or (c) the claims paying ability of
the City of the insurance policy or surety bond falls below "AAA" or "Aaa", by S&P and
Moody's, respectively, the obligation to reimburse the City of the Reserve Fund Obligation
shall be subordinated to the cash replenishment of the Reserve Fund.
(3) In the event (a) the revolving reinstatement feature described in the preceding
paragraph is suspended or terminated, or (b) the rating of the claims paying ability of the City
of the surety bond or insurance policy falls below "AAA" or "Aaa", by S&P and Moody's,
respectively, the City shall either (i) deposit into the Reserve Fund, in accordance with this
Section and Section 10, an amount sufficient to cause the cash or investments credited to the
Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace such instrument
with a surety bond or insurance policy meeting the requirements of 1 and 2 above, within six
months of such occurrence. In the event (a) the rating of the claims -paying ability of the City
of the surety bond or insurance policy falls below "A" by S&P and Moody's, or (b) the City of
the Reserve Fund Obligation defaults in its payment obligations hereunder, or (c) the City of
the Reserve Fund Obligation becomes insolvent, the City shall either (i) deposit into the
Reserve Fund, in accordance with this Section, amounts sufficient to cause the cash or
investments on deposit in the Reserve Fund to accumulate to the Required Reserve Amount,
or (ii) replace such instrument with a surety bond or insurance policy meeting the
requirements of 1 and 2 above within six months of such occurrence.
(4) The Paying Agent/Registrar shall ascertain the necessity for a claim or draw upon any
Reserve Fund Obligation and provide notice to the City of the Reserve Fund Obligation in
accordance with its terms not later than three days (or such appropriate time period as will,
when combined with the timing of required payment under the Reserve Fund Obligation,
ensure payment under the Reserve Fund Obligation on or before the interest payment date)
prior to each date upon which the principal of or interest on the Parity Obligations will be
due.
It is recognized that a Reserve Fund Obligation may be issued which is payable only with
respect to a part of the Series 2012 Bonds and the Outstanding Parity Obligations with the remainder
of the Required Reserve Amount being satisfied by monies and investments and in that case any
GTOWN\UtiISysRevRefg\12: Ordinance 13
draws upon the Reserve Fund will have to be made on a pro -rata basis to ensure that every Parity
Obligation enjoys an equal amount of security. Therefore, (i) draws upon one or more such Reserve
Fund Obligations shall be made on a pro -rata basis with cash and investments available in the Reserve
Fund and (ii) deposits and credits to the Reserve Fund to restore it to the Required Reserve mount
shall be utilized on a pro -rata basis to pay Reserve Fund Obligation Payments to reimburse the City of
the Reserve Fund Obligations, thus restoring that part of the Required Reserve Amount, and to
restore with cash and investments the balance of the Required Reserve Amount.
Section 13. EXCESS BOND PROCEEDS. Any proceeds of Parity Obligations not
required to effectuate the purposes for which such Parity Obligations were issued, as provided in the
respective ordinances authorizing the issuance of such Parity Obligations, or for the payment of the
costs of issuance of such Parity Obligations shall be deposited and credited to the Interest and Sinking
Fund and shall be taken into consideration and shall reduce the amount of semi-annual deposits and
credits to the Interest and Sinking Fund from the Pledged Revenues or used to redeem or purchase
Parity Obligations.
Section 14. DEFICIENCIES - EXCESS PLEDGED OR NET REVENUES. (a) Ifon
any occasion there shall not be sufficient Pledged Revenues (after making all payments pertaining to
all Parity Obligations) to make the required deposits and credits to the Interest and Sinking Fund and
the Reserve Fund, then such deficiency shall be cured as soon as possible from the next available
unallocated Pledged Revenues, or from any other sources available for such purpose, and such
deposits and credits shall be in addition to the amounts otherwise required to be deposited and
credited to these Funds.
(b) Subject to making the deposits and credits required by this Ordinance, or any
ordinances authorizing the issuance of Additional Parity Obligations, or the payments and credits
required by the provisions of the ordinances authorizing the issuance of Subordinate Lien Obligations
hereafter issued by the City, the excess Net Revenues may be used for any lawful purpose.
Section 15. INVESTMENT OF FUNDS - VALUATION - TRANSFER O
VESTMENT INCOME. (a) Money in the Revenue Fund, the Interest and Sinking Fund and the
Reserve Fund may, at the option of the City, be invested in Permitted Investments; 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. All such investments shall be valued in
terms of current market value no less frequently than the last business day of the City's Fiscal Year,
except that any direct obligations of the United States of America - State and Local Government
Series shall be continuously valued at their par value or principal face amount. Any obligation in
which money is so invested shall be kept and held at the Depository, except as otherwise permitted by
the laws applicable to the City. For purposes of maximizing investment returns, money in such funds
may be invested, together with money in other funds or with other money of the City, in common
investments of the kind described above, or in a common pool of such investments held by the City or
its designated agent, which shall not be deemed to be or constitute a commingling of such money or
funds provided that safekeeping receipts or certificates of participation clearly evidencing the
investment or investment pool in which such money is invested and the share thereof purchased with
GTOWN\Uti1SysRevRefg\12: Ordinance 14
such money or owned by such fund are held by or on behalf of each such fund. If necessary, such
investments shall be promptly sold to prevent any default.
(b) All interest and income derived from such investments (other than interest and income
derived from amounts credited to the Reserve Fund if the Reserve Fund does not contain the
Required Reserve Amount) shall be credited to the Revenue Fund semi-annually and shall constitute
Gross Revenues.
Section 16. PAYMENT OF PARITY OBLIGATIONS. While any of the Parity
Obligations are outstanding, the City shall transfer to the respective paying agent/registrar therefor,
from funds on deposit in and credited to the Interest and Sinking Fund, and, if necessary, in the
Reserve Fund, amounts sufficient to fully pay and discharge promptly the interest on and principal of
the Parity Obligations as shall become due on each interest or principal payment date, or date of
redemption of the Parity Obligations; such transfer of funds must be made in such manner as will
cause immediately available funds to be deposited with each respective paying agent/registrar for the
Parity Obligations not later than the business day next preceding the date such payment is due on the
Parity Obligations. The Paying Agent/Registrar shall destroy all paid Parity Obligations and furnish
the City with an appropriate certificate of cancellation or destruction.
Section 17. RATES ANIS CHARGES. For the benefit of the Folders of the Parity
Obligations and in addition to all provisions and covenants in the laws of the State of Texas and in
this Ordinance, the City hereby expressly stipulates and agrees, while any of the Parity Obligations are
outstanding, to establish and maintain rates and charges for facilities and services afforded by the
System that are reasonably expected, on the basis of available information and experience and with
due allowance for contingencies, to produce Gross Revenues in each Fiscal Year reasonably
anticipated to be sufficient:
A. to pay Maintenance and Operating Expenses;
B. to produce Pledged Revenues at least equal to the greater of 1.25 times the Average
Annual Debt Service Requirements or 1.10 times the Maximum Annual Debt Service Requirements;
C. to produce Pledged Revenues in amounts sufficient to enable the City to make the
deposits and credits, if any, from Pledged Revenues (i) to the Reserve Fund to restore the Required
Reserve Amount in accordance with Section 12 of this Ordinance, including the payment of any
Reserve Fund Obligation Payment then due, and (ii) to other reserve funds to establish or restore the
reserve securing any issue or series of Additional Parity Obligations,
D. to produce Pledged Revenues, together with any other lawfully available funds
(including the proceeds of Debt which the City expects will be utilized to pay all or part of the
principal of and/or interest on any obligations described in this subsection D), sufficient to pay the
principal of and interest on any Subordinate Lien Obligations issued by the City and the amounts
required to be deposited in any reserve or contingency fund created for the payment and security of
the Subordinate Lien Obligations and any other obligations or evidences of indebtedness issued or
GTOWN\Uti1SysRevRefg\12: Ordinance 15
incurred that are payable from, in whole or in part, a subordinate lien on and pledge of the Pledged
Revenues; and
E. o pay any other Debt payable from the Pledged Revenues and/or secured by a lien on
the Pledged Revenues.
Should the annual audit report required by Section 19 hereof reflect that the Pledged
Revenues for the Fiscal Year covered thereby were less than necessary to meet the requirements of
this Section, the City Council will review the operations of the System and the rates and charges for
services provided, and the City Council will make the necessary adjustments or revisions, if any, in
order that the Pledged Revenues for the succeeding year will be sufficient to satisfy the foregoing
coverage requirements.
Section 18. GENERAL COVENANTS. The City further covenants and agrees that in
accordance with and to the extent required or permitted by law:
(a) Performance. It will faithfully perform at all times any and all covenants, undertakings,
stipulations and provisions contained in any ordinance authorizing the issuance of Parity Obligations,
including this Ordinance, and in each and every Parity Obligation; it will promptly pay or cause to be
paid the principal of and interest on every Parity Obligation on the dates and in the places and manner
prescribed in such ordinances and obligations; and it will, at the times and in the manner prescribed,
deposit and credit or cause to be deposited and credited the amounts required to be deposited and
credited to the Interest and Sinking Fund and the Reserve Fund.
(b) City's Legal Authority. It is a duly created and existing home rule city of the State of
Texas, and is duly authorized under the laws of the State of Texas to create and issue the Series 2012
Bonds; that all action on its part for the creation and issuance of the Series 2012 Bonds has been duly
and effectively taken, and that the Series 2012 Bonds in the hands of the Holders thereof are and will
be valid and enforceable special obligations of the City in accordance with their terms.
(c) Title. It has or will obtain lawful title to the lands, buildings, structures and facilities
constituting the System, that it warrants that it will defend the title to all the aforesaid lands,
buildings, structures and facilities, and every part thereof, for the benefit of the Holders of the Series
2012 Bonds, the Previously Issued Parity Obligations and Additional Parity Obligations, against the
claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Pledged
Revenues to the payment of the Series 2012 Bonds, the Previously Issued Parity Obligations and
Additional Parity Obligations in the manner prescribed herein, and has lawfully exercised such rights.
(d) Liens. It will from time to time and before the same become delinquent pay and
discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed
upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials and supplies
which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or
interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully
preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's,
GTOWN\Uti1SysRevRefg\12: Ordinance 16
laborer's, materialman's or other lien or charge which might or could be prior to the liens hereof, or do
or suffer any matter or thing whereby the liens hereof might or could be impaired; provided, however,
that no such tax, assessment or charge, and that no such claims which might be used as the basis of a
mechanic's, laborer's, materialman's or other lien or charge, shall be required to be paid so long as the
validity of the same shall be contested in good faith by the City.
(e) Operation of System; No Free Service. It will, while the Parity Obligations are
outstanding and unpaid, continuously and efficiently operate the System, and shall maintain the
System in good condition, repair and working order, all at reasonable cost. No free service of the
System shall be allowed, and should the City or any of its agencies or instrumentalities make use of
the services and facilities of the System, payment of the reasonable value shall be made by the City
out of funds from sources other than the Gross Revenues of the System, unless made from surplus or
excess Pledged Revenues as permitted in Section 14.
(f) Further Encumbrance. While the Parity Obligations are outstanding and unpaid, it will
not additionally encumber the Pledged Revenues in any manner, except as permitted in this Ordinance
in connection with Additional Parity Obligations, unless said encumbrance is made junior and
subordinate in all respects to the liens, pledges, covenants and agreements of this Ordinance; but the
right of the City to issue or incur obligations payable from a subordinate lien on the Pledged Revenues
is specifically recognized and retained.
(g) Sale or Disposal of Property. While the Parity Obligations are outstanding and unpaid,
it will not sell, convey, mortgage, encumber, lease or in any manner transfer title to, or otherwise
dispose of the System, or any significant or substantial part thereof, provided that whenever the City
deems it necessary to dispose of any other property, machinery, fixtures or equipment, it may sell or
otherwise dispose of such property, machinery, fixtures or equipment when it has made arrangements
to replace the same or provide substitutes therefor, unless it is determined that no such replacement or
substitute is necessary; and, provided further, that the City retains the right to sell, convey, mortgage,
encumber, lease or otherwise dispose of any significant or substantial part of the System if (i) the City
Manager delivers a certificate to the City Council to the effect that, following such action by the City,
the System is expected to produce Gross Revenues in amounts sufficient in each Fiscal Year while
any of the Parity Obligations are to be outstanding to comply with the obligations of the City
contained in this Ordinance and in the ordinances authorizing the issuance of Additional Parity
Obligations; (ii) the City Council makes a finding and determination to the same effect as the
certificate of the City Manager set forth in (i) above and (iii) each Rating Agency then maintaining a
rating on any Parity Obligation delivers a letter to the City to the effect that such sale, conveyance,
mortgage, encumbrance, lease or other disposition will not cause the Rating Agency to withdraw or
lower the rating then in effect. Proceeds from any sale hereunder not used to replace or provide for
substitution of such property sold, shall be used for improvements to the System or to purchase or
redeem Parity Obligations.
(h) Insurance. (1) It shall cause to be insured such parts of the System as would usually
be insured by municipal corporations operating like properties, with a responsible insurance company
or companies, against risks, accidents or casualties against which and to the extent insurance is
GTOWN\Uti1SysRevRefg\12: Ordinance 17
usually carried by municipal corporations operating like properties, including, to the extent reasonably
obtainable, fire and extended coverage insurance, insurance against damage by floods, and use and
occupancy insurance. Public liability and property damage insurance shall also be carried unless the
City Attorney of the City gives a written opinion to the effect that the City is not liable for claims
which would be protected by such insurance. At any time while any contractor engaged in
construction work shall be fully responsible therefor, the City shall not be required to carry insurance
on the work being constructed if the contractor is required to carry appropriate insurance. All such
policies shall be open to the inspection of the Holders and their representatives at all reasonable times.
Upon the happening of any loss or damage covered by insurance from one or more of said causes,
the City shall make due proof of loss and shall do all things necessary or desirable to cause the
insuring companies to make payment in full directly to the City. The proceeds of insurance covering
such property are hereby pledged as security for the Parity Obligations and, together with any other
funds necessary and available for such purpose, shall be used forthwith by the City for repairing the
property damaged or replacing the property destroyed; provided, however, that if said insurance
proceeds and other funds are insufficient for such purpose, then said insurance proceeds pertaining to
the System shall be used promptly as follows:
(i) for the redemption prior to maturity of the Parity Obligations, ratably in the
proportion that the Outstanding principal of each series of Parity Obligations bears to the total
Outstanding principal of all Parity Obligations, provided that if on any such occasion the
principal of any such series is not subject to redemption, it shall not be regarded as
Outstanding in making the foregoing computation; or
(ii) if none of the Outstanding Parity Obligations is subject to redemption, then for
the purchase on the open market and retirement of said Parity Obligations in the same
proportion as prescribed in the foregoing clause (i), to the extent practicable; provided that
the purchase price for any Parity Obligation shall not exceed the redemption price of such
Parity Obligation on the first date upon which it becomes subject to redemption; or
(iii) to the extent that the foregoing clauses (i) and (ii) cannot be complied with at
the time, the insurance proceeds, or the remainder thereof, shall be deposited in a special and
separate trust fund, at an official depository of the City, to be designated the Insurance
Account. The Insurance Account shall be held until such time as the foregoing clauses (i)
and/or (ii) can be complied with, or until other funds become available which, together with
the Insurance Account, will be sufficient to make the repairs or replacements originally
required, whichever of said events occurs first.
(2) The foregoing provisions of (1) above notwithstanding, the City shall have authority
to enter into coinsurance or similar plans where risk of loss is shared in whole or in part by the
City.
(3) The annual audit hereinafter required shall contain a section commenting on whether
or not the City has complied with the requirements of this Section with respect to the
GTOWMUti1SysRevRefg\12: Ordinance 18
maintenance of insurance, and listing all policies carried, and whether or not all insurance
premiums upon the insurance policies to which reference is hereinbefore made have been paid.
(4) The payment of premiums for all insurance policies required under the provisions
hereof and the costs associated with the maintenance of any self-insurance program shall be
considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be
construed as requiring the City to expend any funds which are derived from sources other
than the operation of the System, but nothing herein shall be construed as preventing the City
from doing so.
(i) Governmental Agencies. It will comply with all of the terms and conditions of any and all
franchises, permits and authorizations applicable to or necessary with respect to the System, and
which have been obtained from any governmental agency; and the City has or will obtain and keep in
full force and effect all franchises, permits, authorization and other requirements applicable to or
necessary with respect to the acquisition, construction, equipment, operation and maintenance ofthe
System.
0) No Competition. It will not grant any franchise or permit for the acquisition, construction
or operation of any competing facilities which might be used as a substitute for the System's facilities
and, to the extent that it legally may, the City will prohibit any such competing facilities.
Notwithstanding the foregoing, the City retains the right, however, to "opt in" to electric competition
in accordance with State law if "opting in" will not materially adversely impact the Net Revenues of
the System as evidenced by a certification of the City Manager.
(k) Disaggregation of System. The City retains the right to disaggregate the System into one
or more independent resulting systems if (i) the City Manager delivers a certificate to the City Council
to the effect that, following such action by the City, the remaining System is expected to produce
Gross Revenues in amounts sufficient in each Fiscal Year while any of the Parity Obligations are to be
outstanding to comply with the obligations of the City contained in this Ordinance and in the
ordinances authorizing the Previously Issued Parity Obligations and the issuance of Additional Parity
Obligations; (ii) the City Council makes a finding and determination to the same effect as the
certificate of the City Manager set forth in (i) above and (iii) each Rating Agency then maintaining a
rating on any Parity Obligation delivers a letter to the City to the effect that such disaggregation will
not cause the Rating Agency to withdraw or lower the rating then in effect on the Outstanding Parity
Obligations.
Section 19. RECORDS AND ACCOUNTS - ANNUAL AUDIT. The City covenants
and agrees that so long as any of the Parity Obligations remain Outstanding, the City will keep and
maintain a separate and complete system of records and accounts pertaining to the operations of the
System in which full, complete, true, proper, and correct entries shall be made of all dealings,
transactions, business and affairs relating thereto, or which in any way affect or pertain to the System
or the Gross Revenues or the Net Revenues thereof, as provided by generally accepted accounting
principles, consistently applied, and by Sections 1502.067 and 1502.068, Texas Government Code, as
amended, or other applicable law. The Holders of the Parity Obligations or any duly authorized agent
GTOWN\Uti1SysRevRefg\12: Ordinance 19
or agents of such Holders shall have the right to inspect the System and all properties comprising the
same. The City further agrees that, following the close of each Fiscal Year, the City will cause an
audit report of such records and accounts to be made by an Accountant. Copies of each annual audit
shall be made available for public inspection during normal business hours at the City's principal office
and the City Secretary's office and may be furnished to, upon written request, any Holder upon
payment of the reasonable copying and mailing charges. Expenses incurred in making the annual
audit of the operations of the System shall be considered as Maintenance and Operating Expenses.
THE BONDS. (a) Covenants. The City covenants to take any action necessary to assure, or refrain
from any action which would adversely affect, the treatment of the Bonds as obligations described in
section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is
not includable in the "gross income" of the holder for purposes of federal income taxation. In
furtherance thereof, the City covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are
used for any "private business use," as defined in section 141(b)(6) of the Code or, if more
than 10 percent of the proceeds or the projects financed therewith are so used, such amounts,
whether or not received by the City, with respect to such private business use, do not, under
the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or
provide for the payment of more than 10 percent of the debt service on the Bonds, in
contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related" and not
"disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental
use;
(3) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve
fund, if any) is directly or indirectly used to finance loans to persons, other than state or local
governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Bonds being
treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
GTOVJN\Uti1SysRevRefg\12: Ordinance 20
I
nvestment property (as defined in section 148(b)(2) of the Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with --
(A) proceeds of the Bonds invested for a reasonable temporary period of 3
years or less or, in the case of a refunding bond, for a period of 30 days or less until
such proceeds are needed for the purpose for which the Bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning of
section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(4) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent
of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the
United States of America, not later than 60 days after the Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section
148(f) of the Code
(b) Rebate Fund. In Ordinance to facilitate compliance with the above covenant (8), a
"Rebate Fund" is hereby established by the City for the sole benefit of the United States of America,
and such fund shall not be subject to the claim of any other person, including without limitation the
bondholders. The Rebate Fund is established for the additional purpose of compliance with section
148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition proceeds"
as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if
any) and proceeds of the refunded bonds not expended prior to the date of issuance of the Bonds. It
is the understanding of the City that the covenants contained herein are intended to assure compliance
with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury
pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or
expand provisions of the Code, as applicable to the Bonds, the City will not be required to comply
with any covenant contained herein to the extent that such failure to comply, in the opinion of
nationally recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or
rulings are hereafter promulgated which impose additional requirements which are applicable to the
Bonds, the City agrees to comply with the additional requirements to the extent necessary, in the
GTOWN\Uti1SysRevRefg\12: Ordinance 21
opinion of nationally recognized bond counsel, to preserve the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the
City hereby authorizes and directs the City Manager or Chief Financial Officer of the City to execute
any documents, certificates or reports required by the Code and to make such elections, on behalf of
the City, which may be permitted by the Code as are consistent with the purpose for the issuance of
the Bonds. This Ordinance is intended to satisfy the official intent requirements set forth in Section
1.150-2 of the Treasury Regulations.
(e) Disposition of Project. The City covenants that the property constituting the project
financed by the Refunded Obligations will not be sold or otherwise disposed in a transaction resulting
in the receipt by the City of cash or other compensation, unless the City obtains an opinion of
nationally -recognized bond counsel that such sale or other disposition will not adversely affect the
tax-exempt status of the Bonds. For purposes of this subsection, the portion of the property
comprising personal property and disposed in the ordinary course shall not be treated as a transaction
resulting in the receipt of cash or other compensation. For purposes of this subsection, the City shall
not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will
not adversely affect the excludability for federal income tax purposes from gross income of the
interest.
Section 21. CONTINUING DISCLOSURE UNDERTAKING. Gm ((a) Annual Reports.
The City shall provide annually to the MSRB, in an electronic format as prescribed by the MSRB,
within six months after the end of any fiscal year, financial information and operating data with
respect to the City as determined by the Pricing Officer at the time the Bonds are sold. The Pricing
Certificate shall specify such financial and operating data of the general type included in the final
Official Statement authorized by Section 33 of this Ordinance. Any financial statements to be so
provided shall be (1) prepared in accordance with the accounting principles described in Exhibit "C"
hereto, or such other accounting principles as the City may be required to employ from time to time
pursuant to state law or regulation, and (2) audited, if the City commissions an audit of such
statements and the audit is completed within the period during which they must be provided. If the
audit of such financial statements is not complete within such period, then the City shall provide
unaudited financial statements within such period, and audited financial statements for the applicable
fiscal year to the MSRB, when and if the audit report on such statements become 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
that is available to the public on the MSRB's internet web site or filed with the SEC. All documents
provided to the MSRB pursuant to this Section shall be accompanied by identifying information as
prescribed by the MSRB.
GTOWN\Uti1sysRevRefg\12: Ordinance 22
(b) Certain Event Notices. The City shall notify the MSRB, in an electronic format as
prescribed by the MSRB, in a timely manner not in excess of ten business days after the occurrence of
the event, of any of the following events with respect to the Bonds:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults, if material within the meaning of the federal securities
laws;
C. Unscheduled draws on debt service reserves reflecting financial difficulties;
D. Unscheduled draws on credit enhancements reflecting financial difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701—TEB) or other
material notices or determinations with respect to the tax-exempt status of the Bonds, or
other events affecting the tax-exempt status of the Bonds.
G. Modifications to rights of holders of the Bonds, if material within the meaning of the
federal securities laws;
H. Bond calls, if material within the meaning of the federal securities laws and tender
offers;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the Bonds, if material
within the meaning of the federal securities laws;
K. Rating changes;
L. Bankruptcy, insolvency, receivership or similar event of the City;
M. The consummation of a merger, consolidation, or acquisition involving the City or the
sale of all or substantially all of the assets of the City, other than in the ordinary course of
business, the entry into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant to its terms, if
material within the meaning of the federal securities laws; and
N. Appointment of a successor or additional trustee or the change of name of a trustee, if
material within the meaning of the federal securities laws.
GTOWN\UtiISysRevRefg112: Ordinance 23
The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a
timely manner, of any failure by the City to provide financial information or operating data in
accordance with subsection (a) of this Section by the time required by such subsection. All documents
provided to the MSRB pursuant to this Section 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 Section 9 of this
Ordinance that causes the 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 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.
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Should the Rule be amended to obligate the City to make filings with or provide notices to
entities other than the MSRB, the City hereby agrees to undertake such obligation with respect to the
Bonds in accordance with the Rule as amended.
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
GTOWN\UtiISysRevRefg\12: Ordinance 24
the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments or
interpretations Of the Rule since such offering as well as such changed circumstances and (2) either
(a) the holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds
consents to such amendment or (b) a person that is unaffiliated with the City (such as nationally
recognized bond counsel) determines that such amendment will not materially impair the interest of
the holders and beneficial owners of the Bonds. If the City so amends the provisions of this Section,
it shall include with any amended financial information or operating data next provided in accordance
with paragraph (a) of this Section an explanation, in narrative form, of the reason for the amendment
and of the impact of any change in the type of financial information or operating data so provided.
The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC
amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment
that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary
offering of the Bonds.
Section 22. ISSUANCE OF ADDI'T'IONAL PARITY OBLIGATIONS, (a) The City
shall have the right and power at any time and from time to time and in one or more series or issues,
to authorize, issue and deliver additional parity revenue bonds or other obligations (herein called
"Additional Parity Obligations"), in accordance with law, in any amounts, for purposes of extending,
improving or repairing the System or for the purpose of refunding of any Parity Obligations,
Subordinate Lien Obligations or other obligations of the City incurred in connection with the
ownership or operation of the System. Such Additional Parity Obligations, if and when authorized,
issued and delivered in accordance with this Ordinance, shall be secured by and made payable equally
and ratably on a parity with all other Outstanding Parity Obligations, from the lien on and pledge of
the Pledged Revenues herein granted.
(b) The Interest and Sinking Fund shall secure and be used to pay all Parity Obligations. Each
ordinance under which Additional Parity Obligations are issued shall provide and require that, in
addition to the amounts required by the provisions of this Ordinance and the provisions of any other
ordinance or ordinances authorizing the Previously Issued Parity Obligations and Additional Parity
Obligations to be deposited to the credit of the Interest and Sinking Fund, the City shall deposit to the
credit of the Interest and Sinking Fund at least such amounts as are required for the payment of all
principal of and interest on said Additional Parity Obligations then being issued, as the same come
due.
(c) The City may create and establish a reserve fund pursuant to the provisions of any
ordinance authorizing the issuance of Additional Parity Obligations for the purpose of securing that
particular issue or series of Parity Obligations or any specific group of issues or series of Parity
Obligations and the amounts once deposited or credited to said reserve funds shall no longer
constitute Net Revenues and shall be held solely for the benefit of the Holders of the particular Parity
Obligations for which such reserve fund was established. Each such reserve fund shall be designated
GTOWN\UtiISysRevRefg\12: Ordinance 25
in such manner as is necessary to identify the Parity Obligations it secures and to distinguish such
reserve fund from the Reserve Fund and the reserve funds created for the benefit of other Parity
Obligations.
Section 23. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY
OBLIGATIONS. That Additional Parity Obligations shall be issued only in accordance with this
Ordinance, but notwithstanding any provisions of this Ordinance to the contrary, no installment,
Series or issue of Additional Parity Obligations shall be issued or delivered unless:
(a) The City Manager and the City Secretary of the City sign a written certificate to the effect
that the City is not in default as to any covenant, condition or obligation in connection with all
Outstanding Parity Obligations, and the ordinances authorizing same, and that the Interest and
Sinking Fund, the Reserve Fund and any reserve fund securing any other series or issue of Parity
Obligations each contains the amount then required to be therein.
(b) An Accountant signs and delivers to the City a written certificate to the effect that, during
either the next preceding Fiscal Year, or any twelve consecutive calendar month period ending not
more than ninety days prior to the date of the then proposed Additional Parity Obligations, the Net
Earnings were, in the opinion thereof, at least equal to the sum of 1.25 times the Average Annual
Debt Service Requirements (computed on a Fiscal Year basis), including Amortization Installments,
of the Parity Obligations and the Additional Parity Obligations to be outstanding after the issuance of
the then proposed Additional Parity Obligations and 1.10 times the average annual debt service
requirement (computed in the same manner as for Parity Obligations) of the Subordinate Lien
Obligations to be outstanding after the issuance of the then proposed Additional Parity Obligations.
(c) In making a determination of Net Earnings for any of the purposes described in this
Section, the Accountant may take into consideration a change in the rates and charges for services
and facilities afforded by the System that became effective at least 60 days prior to the last day of the
period for which Net Earnings are determined and, for purposes of satisfying the Net Earnings tests
described above, make a pro forma determination of the Net Earnings of the System for the period of
time covered by said Accountant's certification or opinion based on such change in rates and charges
being in effect for the entire period covered by said Accountant's certificate or opinion.
As used in this Section, the term "Net Earnings" shall mean the Gross Revenues ofthe System
after deducting the Maintenance and Operating Expenses of the System but not expenditures which,
under standard accounting practice, should be charged to capital expenditures.
Section 24. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS. The City hereby
reserves the right to issue, at any time, obligations including, but not limited to, Subordinate Lien
Obligations, payable from and equally and ratably secured, in whole or in part, by a lien on and pledge
of the Net Revenues, subordinate and inferior in rank and dignity to the lien on and pledge of such
Net Revenues securing the payment of the Parity Obligations, as may be authorized by the laws ofthe
State of Texas.
GTOWN\Uti1SysRevRefg\12: Ordinance 26
Section 25. ISSUANCE OF SPECIAL PROJECT OBLIGATIONS. Nothing in this
Ordinance shall be construed to deny the City the right and it shall retain, and hereby reserves unto
itself, the right to issue Special Project obligations secured by liens on and pledges of revenues and
proceeds derived from Special Projects.
Section 26, LIMITED OBLIGATIONS OF THE CITE'. The Parity Obligations are
limited, special obligations of the City payable from and equally and ratably secured solely by a first
lien on and pledge of the Pledged Revenues, and the Holders thereof shall never have the right to
demand payment of the principal or interest on the Parity Obligations from any funds raised or to be
raised through taxation by the City.
Section 27. SECURITY FOR FUNDS. All money on deposit in the Funds for which this
Ordinance makes provision (except any portion thereof as may be at any time properly invested as
provided herein) shall be secured in the manner and to the fullest extent required by the laws of Texas
for the security of public funds, and money on deposit in such Funds shall be used only for the
purposes permitted by this Ordinance.
Section 28. DEFAULT AND REMEDIES. (a) Events ofDefault. Each ofthe following
occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights of
the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to
be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60
days after notice of such default is given by any Registered Owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or employee
of the City in their official capacity, for the purpose of protecting and enforcing the rights of
the Registered Owners under this Ordinance, by mandamus or other suit, action or special
proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted
by law, including the specific performance of any covenant or agreement contained herein, or
thereby to enjoin any act or thing that may be unlawful or in violation of any right of the
Registered Owners hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Registered Owners of Bonds then outstanding.
GTOWN\Uti1SysRevRefg\12: Ordinance 27
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or under the Bonds or now or hereafter
existing at law or in equity; provided, however, that notwithstanding any other provision of
this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available
as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to a
personal or pecuniary liability or charge against the officers, employees or trustees ofthe City
or the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent,
or employee of the City, shall be charged personally by the Registered Owners with any
liability, or be held personally liable to the Registered Owners under any term or provision of
this Ordinance, or because of any Event of Default or alleged Event of Default under this
Ordinance.
Section 29. DEFEASANCE OF SERIES 2012 BONDS. (a) Any Bond and the interest
thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the
meaning of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section,
when payment of the principal of such Bond, plus interest thereon to the due date or dates (whether
such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have
been made or caused to be made in accordance with the terms thereof (including the giving of any
required notice of redemption or the establishment of irrevocable provisions for the giving of such
notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing with
or making available to the Paying Agent/Registrar or an eligible trust company or commercial bank
for such payment (1) lawful money of the United States of America sufficient to make such payment,
(2) Defeasance Securities, certified by an independent public accounting firm of national reputation to
mature as to principal and interest in such amounts and at such times as will ensure the availability,
without reinvestment, of sufficient money to provide for such payment and when proper arrangements
have been made by the City with the Paying Agent/Registrar or an eligible trust company or
commercial bank for the payment of its services until all Defeased Bonds shall have become due and
payable or (3) any combination of (1) and (2). At such time as a Bond shall be deemed to be a
Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured
by, payable from, or entitled to the benefits of, the revenues herein pledged as provided in this
Ordinance, and such principal and interest shall be payable solely from such money or Defeasance
Securities.
GT0VVNI\UtilSysRevRefg\12: Ordinance 28
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond as
aforesaid when proper notice of redemption of such Bonds shall have been given or upon the
establishment of irrevocable provisions for the giving of such notice, in accordance with this
Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust company or
commercial bank as provided in this Section may at the discretion of the City also be invested in
Defeasance Securities, maturing in the amounts and at the times as hereinbefore set forth, and all
income from all Defeasance Securities in possession of the Paying Agent/Registrar or an eligible trust
company or commercial bank pursuant to this Section which is not required for the payment of such
Bond and premium, if any, and interest thereon with respect to which such money has been so
deposited, shall be remitted to the City.
(c) Notwithstanding any provision of any other Section of this Ordinance which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in
trust pursuant to the provisions of this Section for the payment of principal of the Bonds and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bonds and premium, if any, and interest thereon, with respect to which such money or
Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become
due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for
such Defeased Bonds the same as if they had not been defeased, and the City shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance Securities
have been deposited or set aside with the Paying Agent/Registrar or an eligible trust company or
commercial bank pursuant to this Section for the payment of Bonds and such Bonds shall not have in
fact been actually paid in full, no amendment of the provisions of this Section shall be made without
the consent of the registered owner of each Bond affected thereby.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that,
upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right under
Texas law to later call that Defeased Bond for redemption in accordance with the provisions of this
Ordinance, the City may call such Defeased Bond for redemption upon complying with the provisions
of Texas law and upon the satisfaction of the provisions of subsection (a) immediately above with
respect to such Defeased Bond as though it was being defeased at the time of the exercise of the
option to redeem the Defeased Bond and the effect of the redemption is taken into account in
determining the sufficiency of the provisions made for the payment of the Defeased Bond.
Section 30. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
SERIES 2012 BOLDS. (a) Replacement Bonds. In the event any outstanding Series 2012 Bond is
damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed,
executed and delivered, a new bond of the same principal amount, maturity and interest rate, as the
damaged, mutilated, lost, stolen or destroyed Series 2012 Bond, in replacement for such Series 2012
Bond in the manner hereinafter provided.
GTOWN\Uti1SysRevRefg112: Ordinance 29
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated,
lost, stolen or destroyed Series 2012 Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Series 2012 Bond, the
registered owner applying for a replacement bond shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each ofthem harmless
from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a
Series 2012 Bond, the registered owner shall furnish to the City and to the Paying Agent/Registrar
evidence to their satisfaction of the loss, theft or destruction of such Series 2012 Bond, as the case
may be. In every case of damage or mutilation of a Series 2012 Bond, the registered owner shall
surrender to the Paying Agent/Registrar for cancellation the Series 2012 Bond so damaged or
mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Series 2012 Bond shall have matured, and no default has occurred which is then
continuing in the payment of the principal of, redemption premium, if any, or interest on the Series
2012 Bond, the City may authorize the payment of the same (without surrender thereof except in the
case of a damaged or mutilated Series 2012 Bond) instead of issuing a replacement Series 2012 Bond,
provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing_ Replacement Series 2012 Bonds. Prior to the issuance of any
replacement bond, the Paying Agent/Registrar shall charge the registered owner of such Series 2012
Bond with all legal, printing and other expenses in connection therewith. Every replacement bond
issued pursuant to the provisions of this Section by virtue of the fact that any Series 2012 Bond is
lost, stolen or destroyed shall constitute a contractual obligation of the City whether or not the lost,
stolen or destroyed Series 2012 Bond shall be found at any time, or be enforceable by anyone, and
shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other
Series 2012 Bonds duly issued under this Ordinance.
(e) Authority for Issuing Replacement Series 2012 Bonds. In accordance with Subchapter D
of Chapter 1201, Texas Government Code, this Section of this Ordinance shall constitute authority
for the issuance of any such replacement bond without necessity of further action by the governing
body of the City or any other body or person, and the duty of the replacement of such bonds is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Series 2012 Bonds in the form and manner and with the effect, as
provided in Section 5(a) of this Ordinance for Series 2012 Bonds issued in exchange for other Series
2012 Bonds.
Section 31. AMENDMENT OF ORDINANCE. (a) The Bond Insurer and the holders
of the Parity Obligations aggregating a majority in principal amount of the aggregate principal amount
of then Outstanding Parity Obligations 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 Bond Insurer and the holders of all of the effected Parity
Obligations 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 Parity Obligations so as to:
GTOWN\Uti18ysRevRefg\12: Ordinance 30
(1) Make any change in the maturity of the Outstanding Parity Obligations;
(2) Reduce the rate of interest borne by any of the outstanding Parity Obligations;
(3) Reduce the amount of the principal payable on the outstanding Parity Obligations;
(4) Modify the terms of payment of principal of or interest on the outstanding Parity
Obligations or impose any conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the Parity Obligations then outstanding;
(6) Change the minimum percentage of the principal amount of Parity Obligations 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 delivered to the Bond Insurer and published in a
financial newspaper or journal of general circulation 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 for inspection
by all registered owners of Parity Obligations at the designated trust office of the registrar for the
Parity Obligations. Such publication is not required, however, if notice in writing is given to each
registered owner of the Parity Obligations.
(c) Whenever at any time not less than thirty days, and within one year, from the date of the
first publication of said notice or other service of written notice the City shall receive an instrument or
instruments executed by the holders of at least a majority in aggregate principal amount of all Parity
Obligations 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/Registrar, the City Council
may pass the amendatory ordinance in substantially the same form.
(d) Upon the passage of any amendatory ordinance pursuant to the provisions ofthis Section,
this Ordinance shall be deemed to be amended in accordance with such amendatory ordinance, and
the respective rights, duties and obligations under this Ordinance of the City and all the holders of
then outstanding Parity Obligations shall thereafter be determined, exercised and enforced hereunder,
subject in all respects to such amendments.
(e) Any consent given by the registered owner of a Parity Obligation 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 holders of the same Parity Obligation 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 holder who gave such
consent, or by a successor in title, by filing notice thereof with the Paying Agent and the City, but
GTOWN\Uti1SysRevRefg\12: Ordinance 31
such revocation shall not be effective if the registered owners of at least a majority in aggregate
principal amount of the then outstanding Parity Obligations as in this Section defined have, prior to
the attempted revocation, consented to and approve the amendment.
(f) For the purpose of this Section, the fact of the holding of Parity Obligations issued in
registered form without coupons and the amounts and numbers of such Parity Obligations and the
date of their holding same shall be proved by the Registration Books of the Paying Agent/Registrar.
For purposes of this Section, the holder of a Parity Obligation in such registered form shall be the
owner thereof as shown on such Registration Books. The City may conclusively assume that such
ownership continues until written notice to the contrary is served upon the City.
(g) The foregoing provisions of this Section notwithstanding, the City by action of the City
Council 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
bondholders 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 curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Ordinance, or in regard
to clarifying matters or questions arising under this Ordinance, as are necessary or desirable
and not contrary to or inconsistent with this Ordinance and which shall not adversely affect
the interests of the holders of the Parity Obligations;
(3) To make any changes or amendments requested by any Rating Agency, as a condition
to the issuance or maintenance of a rating, which changes or amendments do not, in the
judgment of the City, materially adversely affect the interests of the owners of the outstanding
Parity Obligations;
(4) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests of the owners of the outstanding Parity
Obligations, in order, to the extent permitted by law, to facilitate the economic and practical
utilization of credit agreements with respect to the Parity Obligations including, without
limitation, supplementing the definition of "Annual Debt Service Requirements" to address the
amortization of payments due and owing under a credit agreement;
(5) 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
Parity Obligations 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
Additional Parity Obligations issued after the date of the adoption of such modification.
GTOWN\UtilSysRevRefg\12: Ordinance 32
Notice of any such amendment may be published or given by the City in the manner described in
subsection (b) of this Section; provided, however, that the publication of such notice shall not
constitute a condition precedent to the adoption of such amendatory ordinance and the failure to
publish such notice shall not adversely affect the implementation of such amendment as adopted
pursuant to such amendatory ordinance.
Section 32. CUSTODY, APPROVAL AND REGISTRATION OF SERIES 2012
BONDS; BOND COUNSEL'S OPINION, BOND INSURANCE AND CUSIP NUMBERS. The
Mayor of the City is hereby authorized to have control of the Series 2012 Bonds initially issued and
delivered hereunder and all necessary records and proceedings pertaining to the Series 2012 Bonds
pending their delivery and their investigation, examination and approval by the Attorney General of
the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas.
Upon registration of the Series 2012 Bonds said Comptroller of Public Accounts (or a deputy
designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration
Certificate attached to such Series 2012 Bonds, and the seal of said Comptroller shall be impressed,
or placed in facsimile, on such Certificate. The approving legal opinion of the City's Bond Counsel
(with an appropriate certificate pertaining thereto executed by facsimile signature of the City
Secretary or the Deputy City Secretary of the City), a statement regarding any insurance policy and
the assigned CUSIP numbers may, at the option of the City, be printed on or attached to the Series
2012 Bonds issued and delivered under this Ordinance, but such additions or attachments shall not
have any legal effect, and shall be solely for the convenience and information of the registered owners
of the Series 2012 Bonds.
Section 33. APPROVAL OF OFFERING DOCUMENTS, PAVING
AGENT/REGISTRAR AGREEMENT AND ESCROW AGREEMENT. The Pricing Officer is
hereby authorized to approve the Preliminary Official Statement, the Official Statement relating to the
Bonds and any addenda, supplement or amendment thereto and to deem such documents final in
accordance with Rule 15c2-12. The City further approves the distribution of such Official Statement
in the reoffering of the Bonds by the underwriters or initial purchasers in final form, with such
changes therein or additions thereto as the Pricing Officer executing the same may deem advisable,
such determination to be conclusively evidenced by his execution thereof.
The Paying Agent/Registrar Agreement by and between the City and the Paying
Agent/Registrar ("Paying Agent Agreement") in substantially the form and substance previously
approved by the City Council in connection with previous transactions is hereby approved and the
Pricing Officer is hereby authorized and directed to complete, amend, modify and execute the Paying
Agent Agreement as necessary.
The discharge and defeasance of Refunded Obligations shall be effectuated pursuant to the
terms and provisions of an Escrow Agreement, in the form and containing the terms and provisions as
shall be approved by a Pricing Officer, including any insertions, additions, deletions, and modifications
as may be necessary (a) to carry out the program designed for the City by the underwriters or
purchaser, (b) to maximize the City's present value savings and/or to minimize the City's costs of
refunding, (c) to comply with all applicable laws and regulations relating to the refunding of the
GTOWN\Uti1SysRevRefg\12: Ordinance 33
Refunded Obligations and (d) to carry out the other intents and purposes of this Ordinance; and, the
Pricing Officer is hereby authorized to execute and deliver such Escrow Agreement, on behalf of the
City, in multiple counterparts.
To maximize the City's present value savings and to minimize the City's costs of refunding, the
City hereby authorizes and directs that certain of the Refunded Obligations shall be called for
redemption prior to maturity in the amounts, at the dates and at the redemption prices set forth in the
Pricing Certificate, and the Pricing Officer is hereby authorized and directed to take all necessary and
appropriate action to give or cause to be given a notice of redemption to the holders or paying
agent/registrars, as appropriate, of such Refunded Obligations, in the manner required by the
documents authorizing the issuance of such Refunded Obligations.
The Pricing Officer and the Escrow Agent are each hereby authorized (a) to subscribe for,
agree to purchase, and purchase Defeasance Securities that are permitted investments for a
defeasance escrow established to defease Refunded Obligations, and to execute any and all
subscriptions, purchase agreements, commitments, letters of authorization and other documents
necessary to effectuate the foregoing, and any actions heretofore taken for such purpose are hereby
ratified and approved, and (b) to authorize such contributions to the escrow fund as are provided in
the Escrow Agreement.
Section 34. INSURANCE PROVISIONS. In connection with the sale of the Bonds, the
City may obtain municipal bond insurance policies from one or more recognized municipal bond
insurance organizations (the "Bond Insurer" or "Bond Insurers") to guarantee the full and complete
payment required to be made by or on behalf of the City on the Bonds. The Pricing Officer is hereby
authorized to sign a commitment letter or insurance agreement with the Bond Insurer or Bond
Insurers and to pay the premium for the bond insurance policies at the time of the delivery of the
Bonds to the Underwriter out of the proceeds of sale of the Bonds or from other available funds and
to execute such other documents and certificates as necessary in connection with the bond insurance
policies as the Pricing Officer may deem appropriate. Printing on the Bonds covered by the bond
insurance policies a statement describing such insurance, in form and substance satisfactory to the
Bond Insurer and the Pricing Officer, is hereby approved and authorized. The Pricing Certificate may
contain provisions related to the bond insurance policies, including payment provisions thereunder,
and the rights of the Bond Insurer or Insurers, and any such provisions shall be read and interpreted
as an integral part of this Ordinance.
Section 35. NO RECOURSE AGAINST CITTA' OFFICIALS. No recourse shall be had
for the payment of principal of or interest on any Parity Bonds or for any claim based thereon or on
this Ordinance against any official of the City or any person executing any Parity Bonds.
Section 36. PAYMENT OF ATTORNEY GENERAL EEE. The City hereby authorizes
the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount of
the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney General
of Texas Public Finance Division for payment of the examination fee charged by the State of Texas
for the Attorney General's review and approval of public securities and credit agreements, as required
GTOWN\Uti1SysRevRefg\12: Ordinance 34
by Section 1202.004 of the Texas Government Code. The appropriate member of the City's staff is
hereby instructed to take the necessary measures to make this payment. The City is also authorized
to reimburse the appropriate City funds for such payment from proceeds of the Bonds.
Section 37. FURTHER ACTIONS° The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and
on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or
desirable in order to carry out the terms and provisions of this Ordinance, the Series 2012 Bonds, the
initial sale and delivery of the Series 2012 Bonds, the Paying Agent/Registrar Agreement, any
insurance commitment letter or insurance policy and the Official Statement. In addition, prior to the
initial delivery of the Series 2012 Bonds, the Mayor, the City Manager or Assistant City Manager,
the City Attorney and Bond Counsel are hereby authorized and directed to approve any technical
changes or corrections to this Ordinance or to any of the instruments authorized and approved by this
Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more completely
document the transactions contemplated and approved by this Ordinance and as described in the
Official Statement, (ii) obtain a rating from any of the national bond rating agencies or satisfy
requirements of the Bond Insurer, or (iii) obtain the approval of the Series 2012 Bonds by the Texas
Attorney General's office.
In case any officer of the City whose signature shall appear on any Series 2012 Bond shall
cease to be such officer before the delivery of such Series 2012 Bond, such signature shall
nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office
until such delivery.
Section 38. INTERPRETATIONS. All terms defined herein and all pronouns used in this
Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles and
headings of the articles and sections of this Ordinance and the Table of Contents of this Ordinance
have been inserted for convenience of reference only and are not to be considered a part hereof and
shall not in any way modify or restrict any of the terms or provisions hereof. This Ordinance and all
the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein
and to sustain the validity of the Series 2012 Bonds and the validity of the lien on and pledge of the
Pledged Revenues to secure the payment of the Series 2012 Bonds.
Section 39. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
Section 40, INTERESTED PARTIES. Nothing in this Ordinance expressed or implied is
intended or shall be construed to confer upon, or to give to, any person or entity, other than the City
and the registered owners of the Series 2012 Bonds, any right, remedy or claim under or by reason of
this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations,
GTOWN\Uti1sysRevRefg\12: Ordinance 35
promises and agreements in this Ordinance contained by and on behalf of the City shall be for the sole
and exclusive benefit of the City and the registered owners of the Series 2012 Bonds.
Section 41. INCORPORATION OF RECITALS. The City hereby finds that the
statements set forth in the recitals of this Ordinance are true and correct, and the City hereby
incorporates such recitals as a part of this Ordinance.
Section 42. SEVERABIELITY. If any provision of this Ordinance or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the
application thereof to other circumstances shall nevertheless be valid, and this governing body hereby
declares that this Ordinance would have been enacted without such invalid provision.
Section 43. REPEALER. All orders, resolutions and ordinances, or parts thereof,
inconsistent herewith are hereby repealed to the extent of such inconsistency.
Section 44. EFFECTIVE DATE. This Ordinance shall become effect immediately from
and after its passage on first and final reading in accordance with Section 1201.028, Texas
Government Code, as amended.
Section 45. PERFECTION. Chapter 1208, Government Code, applies to the issuance of
the Series 2012 Bonds and the pledge of revenues granted by the City under Section 7 of this
Ordinance, and such pledge is therefore valid, effective and perfected. If Texas law is amended at any
time while the Series 2012 Bonds are outstanding and unpaid such that the pledge of revenues
granted by the City under Section 7 of this Ordinance is to be subject to the filing requirements of
Chapter 9, Business & Commerce Code, then in order to preserve to the registered owners of the
Series 2012 Bonds the perfection of the security interest in said pledge, the City agrees to take such
measures as it determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security
interest in said pledge to occur.
Section 46. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes
the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount of
the Series 2012 Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the
Attorney General of Texas Public Finance Division for payment of the examination fee charged by the
State of Texas for the Attorney General's review and approval of public securities and credit
agreements, as required by Section 1202.004 of the Texas Government Code. The appropriate
member of the City's staff is hereby instructed to take the necessary measures to make this payment.
The City is also authorized to reimburse the appropriate City funds for such payment from proceeds
of the Series 2012 Bonds.
GTOWN\Uti1SysRevRefg\12: Ordinance 36
IST ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 24th day of April, 2012.
George Giver, Mayor
City of Georgetown, Texas
ATTEST:
By:
City Secretary
Bridget Chapman
City Attorney
GTOWN\Uti1SysRevRefg\12: Ordinance SigPgOrd
■, ;
As used in this Ordinance, the following terms and expressions shall have the meanings set
forth below, unless the text hereof specifically indicates otherwise:
"Accountant" means an independent certified public accountant or accountants or a firm of an
independent certified public accountants, in either case, with demonstrated expertise and competence
in public accountancy.
"Additional Parity Obligations" means bonds, notes, warrants, certificates of obligation,
contractual obligations or other Debt which the City reserves the right to issue or enter into, as the
case may be, in the future under the terms and conditions provided in Sections 22 and 23 of this
Ordinance and which obligations are equally and ratably secured solely by a first lien on and pledge of
the Pledged Revenues on a parity with the outstanding Parity Obligations and the Series 2012 Bonds.
"Amortization Installment" means, with respect to any Term Bonds of any series of Parity
Obligations, the amount of money which is required to be deposited into a mandatory redemption
account for retirement of such Term Bonds (whether at maturity or by mandatory redemption and
including redemption premium, if any) provided that the total Amortization Installments for such
Term Bonds shall be sufficient to provide for retirement of the aggregate principal amount of such
Term Bonds.
"Annual Debt Service Requirements" means, as of the date of calculation, the principal of and
interest on all Parity Obligations coming due at Maturity or Stated Maturity (or that could come due
on demand of the owner thereof other than by acceleration or other demand conditioned upon default
by the City on such Debt, or be payable in respect of any required purchase of such Debt by the City)
in such Fiscal Year, and, for such purposes, any one or more of the following rules shall apply at the
election of the City:
(1) Balloon Debt. If the principal (including the accretion of interest resulting from
original issue discount or compounding of interest) of any series or issue of Funded Debt due
(or payable in respect of any required purchase of such Funded Debt by the City) in any Fiscal
Year either is equal to at least 25% of the total principal (including the accretion of interest
resulting from original issue discount or compounding of interest) of such Funded Debt or
exceeds by more than 50% the greatest amount of principal of such series or issue of Funded
Debt due in any preceding or succeeding Fiscal Year (such principal due in such Fiscal Year
for such series or issue of Funded Debt being referred to herein and throughout this
Ordinance as 'Balloon Debt"), the amount of principal of such Balloon Debt taken into
account during any Fiscal Year shall be equal to the debt service calculated using the original
principal amount of such Balloon Debt amortized over the Term of Issue on a level debt
service basis at an assumed interest rate equal to the rate borne by such Balloon Debt on the
date of calculation;
GTO WN\UtilSysRevRefg\i 2: Ordinance A-1
(2) Consent Sinking Fund. In the case of Balloon Debt, if a Designated Financial Officer
shall deliver to the City a certificate providing for the retirement of (and the instrument
creating such Balloon Debt shall permit the retirement of), or for the accumulation of a
sinking fund for (and the instrument creating such Balloon Debt shall permit the accumulation
of a sinking fund for), such Balloon Debt according to a fixed schedule stated in such
certificate ending on or before the Fiscal Year in which such principal (and premium, if any) is
due, then the principal of (and, in the case of retirement, or to the extent provided for by the
sinking fund accumulation, the premium, if any, and interest and other debt service charges
on) such Balloon Debt shall be computed as if the same were due in accordance with such
schedule, provided that this clause (2) shall apply only to Balloon Debt for which the
installments previously scheduled have been paid or deposited to the sinking fund established
with respect to such Debt on or before the times required by such schedule; and provided
further that this clause (2) shall not apply where the City has elected to apply the rule set forth
in clause (1) above;
(3) Prepaid Debt. Principal of and interest on Series 2012 Bonds and Additional Parity
Obligations, or portions thereof, shall not be included in the computation of the Annual Debt
Service Requirements for any Fiscal Year for which such principal or interest are payable
from funds on deposit or set aside in trust for the payment thereof at the time of such
calculations (including without limitation capitalized interest and accrued interest so deposited
or set aside in trust) with a financial institution acting as fiduciary with respect to the payment
of such Debt; and
(4) Variable Rate. As to any Parity Obligations that bear interest at a variable interest rate
which cannot be ascertained at the time of calculation of the Annual Debt Service
Requirement then, at the option of the City, either (A) an interest rate equal to the average
rate borne by such Parity Obligations (or by comparable debt in the event that such Parity
Obligations has not been outstanding during the preceding 24 months) for any 24 month
period ending within 30 days prior to the date of calculation, or (B) an interest rate equal to
the 30 -year Revenue Bond Index (as most recently published in The Bond Buyer), shall be
presumed to apply for all future dates, unless such index is no longer published in The Bond
Buyer, in which case an index of revenue bonds with maturities of at least 20 years which is
published in a financial newspaper or journal with national circulation may be used for this
purpose (if two Series of Parity Obligations which bear interest at variable interest rate, or
one or more maturities within a Series, of equal par amounts, are issued simultaneously with
inverse floating interest rates providing a composite fixed interest rate for such Parity
Obligations taken as a whole, such composite fixed rate shall be used in determining the
Annual Debt Service Requirement with respect to such Parity Obligations);
With respect to any calculation of historic data, only those payments actually made in the subject
period shall be taken into account in making such calculation and, with respect to prospective
calculations, only those payments reasonably expected to be made in the subject period shall be taken
into account in making the calculation.
GTOWN\Uti1SysRevRefg\12: Ordinance A-2
"Average Annual Debt Service Requirements" means that average amount which, at the time
of computation, will be required to pay the Annual Debt Service Requirements when due (either at
Stated Maturity or mandatory redemption) and derived by dividing the total of such Annual Debt
Service Requirements by the number of Fiscal Years then remaining before Stated Maturity of such
Parity Obligations. For the purposes of this definition, a fractional period of a Fiscal Year shall be
treated as an entire Fiscal Year. Capitalized interest payments provided from bond proceeds, accrued
interest on any Debt, and interest earnings thereon shall be excluded in making such computation.
"Bond Insurer" means any entity that insures or guarantees the payment of principal and
interest on any Bonds or the provider of a Reserve Fund Obligation.
"Book -Entry -Only System" means the book -entry system of bond registration provided in
Section 5, or any successor system of book -entry registration.
"Cede & Co. "means the designated nominee and its successors and assigns of The Depository
Trust Company, New York.
"City" means the City of Georgetown, Texas, and where appropriate, the City Council.
"Debt" and "Debt of the City payable from Pledged Revenues" mean:
(1) all indebtedness payable from Pledged Revenues and/or Net Revenues incurred or
assumed by the City for borrowed money and all other financing obligations of the System
payable from Pledged Revenues and/or Net Revenues that, in accordance with generally
accepted accounting principles, are shown on the liability side of a balance sheet; and
(2) all other indebtedness payable from Pledged Revenues and/or Net Revenues (other
than indebtedness otherwise treated as Debt hereunder) for borrowed money or for the
acquisition, construction or improvement of property or capitalized lease obligations
pertaining to the System that is guaranteed, directly or indirectly, in any manner by the City,
or that is in effect guaranteed, directly or indirectly, by the City through an agreement,
contingent or otherwise, to purchase any such indebtedness or to advance or supply funds for
the payment or purchase of any such indebtedness or to purchase property or services
primarily for the purpose of enabling the debtor or seller to make payment of such
indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to or
in any other manner invest in the debtor (including any agreement to pay for property or
services irrespective of whether or not such property is delivered or such services are
rendered), or otherwise.
For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to
the Maturity thereof, there shall have been deposited with the proper depository (a) in trust the
necessary funds (or investments that will provide sufficient funds, if permitted by the instrument
creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of such
Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall be
GTOWN\Uti1SysRevRefg\12: Ordinance A-3
considered Debt unless such item constitutes indebtedness under generally accepted accounting
principles applied on a basis consistent with the financial statements of the System in prior Fiscal
Years.
"Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an agency
or instrumentality of the United States of America, including obligations that are unconditionally
guaranteed or insured by the agency or instrumentality and that, on the date the City adopts or
approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the
funding of an escrow to effect the defeasance of the Bonds are rated as to investment quality by a
nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable
obligations of a state or an agency or a county, municipality, or other political subdivision of a state
that have been refunded and that, on the date the City adopts or approves proceedings authorizing the
issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the
defeasance of the Bonds, are rated as to investment quality by a nationally recognized investment
rating firm no less than "AAA" or its equivalent and (iv) any other then authorized securities or
obligations under applicable State law that may be used to defease obligations such as the Bonds.
"Depository" means one or more official depository banks of the City.
"DTC" means The Depository Trust Company, New York, New York and its successors and
assigns.
"DTC Participant" means securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities to
facilitate the clearance and settlement of securities transactions among DTC Participants.
"Designated Financial Officer" means the chief financial officer of the City, or such other
financial or accounting official of the City so designated by the City Council.
"Federal Securities" as used herein means direct, noncallable obligations of the United States
of America, including obligations that are unconditionally guaranteed by the United States of America
(including Interest Strips of the Resolution Funding Corporation).
"Fiscal Year" means the twelve-month accounting period used by the City in connection with
the operation of the System, currently ending on September 30 of each year, which may be any twelve
consecutive month period established by the City, but in no event may the Fiscal Year be changed
more than one time in any three calendar year period.
"Funded Debt" means all Parity Obligations created or assumed by the City that mature by
their terms (in the absence of the exercise of any earlier right of demand), or that are renewable at the
option of the City to a date, more than one year after the original creation or assumption of such Debt
by the City.
GTOVR \MilSysRevRefg\l2: Ordinance A-4
"Gross Revenues" and "Gross Revenues of the City's System" mean all revenues, income and
receipts of every nature derived or received by the City from the operation and ownership of the
System; including the interest income from investment or deposit of money in any Fund created by
this Ordinance or maintained by the City in connection with the System; and any other revenues
hereafter pledged to the payment of all Parity Obligations.
"Holder" or "Holders" means the registered owner, whose name appears in the Security
Register, for any Parity Obligation.
"Independent Engineer" means an individual, firm or corporation engaged in the engineering
profession, being a registered professional engineer under the laws of the State of Texas, having
specific experience with respect to electric, water, wastewater, reuse water and/or stormwater
drainage systems similar to the System.
"Interest and Sinking Fund" means the special Fund maintained by the provisions of Sections
8 and 11 of this Ordinance.
"MSRB" means the Municipal Securities Rulemaking Board.
"Maintenance and Operating Expenses" means the reasonable and necessary expenses of
operation and maintenance of the System as required by Section 1502.058, Texas Government Code,
as amended, including all salaries, labor, materials, repairs and extensions necessary to render efficient
service (but only such repairs and extensions as, in the judgment of the governing body of the City,
are necessary to keep the System in operation and render adequate service to the City and the
inhabitants thereof, or such as might be necessary to meet some physical accident or conditions which
would otherwise impair the Parity Obligations), and all payments under contracts now or hereafter
defined as operating expenses by the Legislature of Texas. Depreciation shall never be considered as
a Maintenance and Operating Expense.
"Maturity" means, when used with respect to any Debt, the date on which the principal of
such Debt or any installment thereof becomes due and payable as therein provided, whether at the
Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise.
"Maximum Annual Debt Service Requirements" means the greatest requirements of Annual
Debt Service Requirements (taking into account all mandatory principal redemption requirements)
scheduled to occur in any future Fiscal Year or in the then current Fiscal Year for the particular
obligations for which such calculation is made. Capitalized interest payments provided from Debt
proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded in making
such computation.
"Net Revenues" and "Net Revenues of the City's System" mean all Gross Revenues remaining
after deducting the Maintenance and Operating Expenses.
"Ordinance" means this ordinance finally adopted by the City Council on April 24, 2012,
GTOWN\Uti1SysRevRcfg\12: Ordinance A-5
"Outstanding", when used with respect to Parity Obligations, means, as of the date of
determination, all Parity Obligations theretofore delivered under this Ordinance and any ordinance
authorizing Additional Parity Obligations, except:
(1) Parity Obligations theretofore cancelled and delivered to the City or delivered to the
Paying Agent/Registrar for cancellation;
(2) Parity Obligations deemed paid pursuant to the provisions of Section 29 of this
Ordinance or any comparable section of any ordinance authorizing Additional Parity
Obligations;
(3) Parity Obligations upon transfer of or in exchange for and in lieu of which other
Parity Obligations have been authenticated and delivered pursuant to this Ordinance and any
ordinance authorizing Additional Parity Obligations; and
(4) Parity Obligations under which the obligations of the City have been released,
discharged or extinguished in accordance with the terms thereof.
"Paying Agent/Registrar" shall have the meaning set forth in Section 5(a) hereof.
"Parity Obligations" means the Series 2012 Bonds, the Previously Issued Parity Obligations
and any Additional Parity Obligations hereafter issued by the City or obligations issued to refund any
of the foregoing (as determined within the sole discretion of the City Council in accordance with
applicable law) if issued in a manner that provides that the refunding bonds are payable from and
equally and ratably secured by a first lien on and pledge of the Pledged Revenues.
"Permitted Investments" means any security or obligation or combination thereof permitted
under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as amended or
other applicable law.
"Pledged Revenues" means (1) the Net Revenues, plus (2) any additional revenues, income,
receipts, or other resources, including, without limitation, any grants, donations or income received or
to be received from the United States Government, or any other public or private source, whether
pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment ofthe
Parity Obligations, and excluding those revenues excluded from Gross Revenues.
"Previously Issued Parity Obligations" means the Outstanding Parity Obligations of the City
entitled "City of Georgetown, Texas Utility System Revenue Refunding Bonds, Taxable Series
199813," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2001," "City of
Georgetown, Texas Utility System Revenue Bonds, Series 2002," "City of Georgetown, Texas Utility
System Revenue Bonds, Series 2003," "City of Georgetown, Texas Utility System Revenue Bonds,
Series 2005," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2006," "City of
Georgetown, Texas Utility System Revenue Refunding Bonds, Series 2006A," "City of Georgetown,
GTOWN\Uti1SysRevRefg\12: Ordinance A-6
Texas Utility System Revenue and Refunding Bonds, Series 2007," "City of Georgetown, Texas
Utility System Revenue and Refunding Bonds, Series 2008," and "City of Georgetown, Texas Utility
System Revenue Bonds, Series 2010."
"Pricing Certificate" means
the Pricing Certificate
of the City's
Pricing Officer to be executed
and delivered pursuant to Section 3
hereof in connection
with the issuance of the Bonds.
"Pricing Officer" means the Mayor, acting as the designated pricing officer of the City to
execute the Pricing Certificate. In the absence of the Mayor, the Mayor Pro Tem may act as the
designated pricing officer of the City to execute the Pricing Certificate.
"Prudent Utility Practice" means any of the practices, methods and acts, in the exercise of
reasonable judgment, in the light of the facts, including but not limited to the practices, methods and
acts engaged in or previously approved by a significant portion of the public utility industry, known at
the time the decision was made, that would have been expected to accomplish the desired result at the
lowest reasonable cost consistent with reliability, safety and expedition. It is recognized that Prudent
Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion
of all others, but rather is a spectrum of possible practices, methods or acts which could have been
expected to accomplish the desired result at the lowest reasonable cost consistent with reliability,
safety and expedition. In the case of any facility included in the System which is operated in common
with one or more other entities, the term Prudent Utility Practice, as applied to such facility, shall
have the meaning set forth in the agreement governing the operation of such facility.
"Rating Agency" means any nationally recognized securities rating agency which has assigned,
at the request of the City, a rating to the Parity Obligations.
"Record Date" means Record Bate as defined in the Form of Bonds in Exhibit "B" to this
Ordinance and the Pricing Certificate.
"Refunded Obligations" means those Refundable Obligations designated by the Pricing Officer
in the Pricing Certificate to be refunded.
"Refundable Obligations" means all or a portion of the city's outstanding utility system bonds.
"Required Reserve Amount" means the amount required to be maintained in the Reserve Fund
pursuant to the provisions of Section 12 of this Ordinance.
"Required Reserve Fund Deposits" means the deposits and credits, if any, required to be made
to the Reserve Fund pursuant to the provisions of Section 12 of this Ordinance.
"Reserve Fund" means the special fund created, established and maintained by the provisions
of Section 12 of this Ordinance.
GTOWN\Uti1SysRevRefg\12: Ordinance A-7
"Reserve Fund Obligation" means, to the extent permitted by law, as evidenced by an opinion
of nationally recognized bond counsel, a surety bond or insurance policy deposited in the Reserve
Fund to satisfy the Required Reserve Amount whereby the City is obligated to provide funds up to
and including the maximum amount and under the conditions specified in such agreement or
instrument.
"Reserve Fund Obligation Payment" means any subrogation payment the City is obligated to
make from Pledged Revenues deposited in the Reserve Fund with respect to a Reserve Fund
Obligation.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Series 2012 Bonds" means, the City of Georgetown, Texas Utility System Revenue and
Refunding Bonds, Series 2012 authorized by this Ordinance.
"Special Project" means, to the extent permitted by law, any electric, waterworks, sanitary
sewer, wastewater reuse or municipal drainage system property, improvement or facility declared by
the City not to be part of the System, for which the costs of acquisition, construction and installation
are paid from proceeds of a financing transaction other than the issuance of bonds payable from ad
valorem taxes, Pledged Revenues or Net Revenues and for which all maintenance and operation
expenses are payable from sources other than ad valorem taxes, Pledged Revenues or Net Revenues,
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.
"Stated Maturity "means the annual principal payments of the Parity Obligations payable on
the respective dates set forth in the Ordinances which authorized the issuance of such Parity
Obligations.
"Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of
obligation, contractual obligations or other Debt issued by the City that are payable, in whole or in
part, from and equally and ratably secured by a lien on and pledge of the Net Revenues, such pledge
being subordinate and inferior to the lien on and pledge of the Net Revenues that are or will be
pledged to the payment of any Parity Obligations issued by the City, and (ii) obligations hereafter
issued to refund any of the foregoing if issued in a manner that provides that the refunding bonds are
payable from and equally and ratably secured, in whole or in part, by a lien on and pledge of the Net
Revenues on a parity with the Subordinate Lien Obligations.
"System" means as currently comprised, the City's combined electric, waterworks and sewer
system, which includes all properties, facilities, plants, improvements, equipment, interests and rights
currently owned, operated and maintained by the City for the (i) generation, transmission, distribution
or sale of electric power and energy, (ii) supply, treatment, and transmission and distribution of
GTOWN\UtilSysRevRefg\12: Ordinance A-8
treated potable water and (iii) collection and treatment of wastewater, and for water reuse, together
with all future extensions, improvements, purchases, repairs, replacements and additions thereto,
whether situated within or without the limits of the City, and all water (in any form) owned by the
City; provided, however, that the City expressly retains the right to (i) sale or disaggregate the System
as set forth in Section 18 of this Ordinance and (ii) incorporate any other utility system as provided by
the laws of the State of Texas as a part of the System. The System shall not include any Special
Project or any disaggregated part of the System as provided in Section 18 of this Ordinance.
"Term Bonds" means those Parity Obligations so designated in the ordinances authorizing
such bonds which shall be subject to retirement by operation of a mandatory redemption account.
"Term ofIssue" Issue" means with respect to any Balloon Debt, a period of time equal to the greater
of (i) the period of time commencing on the date of issuance of such Balloon Debt and ending on the
final maturity date of such Balloon Debt or (ii) twenty-five years.
GTOWN\UtilSysRevRefg\12: Ordinance A-9
Is
#IM, 2,11,01,129.
(All blanks and any appropriate or necessary insertions or deletions, to be completed as
determined by the Pricing Officer in the Pricing Certificate.)
NO. R2 UNITED STATES OF AMERICA PRINCIPAL
STATE OF
WIELLIAMSON COUNTY
Igo I of in
ii •
ON THE MATURITY DATE specified above, GEORGETOWN, TEXAS (the "City"),
being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner
set forth above, or registered assigns (hereinafter called the "Registered Owner") the principal amount
set forth above, and to pay interest thereon from , 20_*, on , 20_* and
semiannually thereafter on each * and * to the maturity date specified
above, or the date of redemption prior to maturity, at the interest rate per annum specified above
calculated on the basis of a 3 60 -day year of twelve 3 0 -day months; except that if this Bond is required
to be authenticated and the date of its authentication is later than the first Record Date (hereinafter
defined), such principal amount shall bear interest from the interest payment date next preceding the
date of authentication, unless such date of authentication is after any Record Date but on or before
the next following interest payment date, in which case such principal amount shall bear interest from
such next following interest payment date; provided, however, that if on the date of authentication
hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged or converted
from is due but has not been paid, then this Bond shall bear interest from the date to which such
interest has been paid in full. Notwithstanding the foregoing, during any period in which ownership
of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in
the Pricing Certificate shall be used in the executed Bonds.
GTOWN\UtilSysRevRefg\12: Ordinance B-1
to the securities depository, or its nominee or registered assigns, shall be made in accordance with
existing arrangements between the City and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money ofthe
United States of America, without exchange or collection charges. The principal of this Bond shall be
paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity or
upon the date fixed for its redemption prior to maturity, at The Bank of New Fork Mellon Trust
Company, National Association, (the "Paying Agent/Registrar") at their office for payment in Dallas,
Texas (the "Designated Payment/Transfer Office"). The payment of interest on this Bond shall be
made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by
check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and
payable solely from, funds of the City required by the ordinance authorizing the issuance ofthis Bond
(the "Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter
provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail,
first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its
address as it appeared on the close of business on the * business day of the month next
preceding each such date (the "Record Date") on the registration books kept by the Paying
Agent/Registrar (the "Registration Books"). In addition, interest may be paid by such other method,
acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered
Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days
thereafter, a new record date for such interest payment (a "Special Record Date") will be established
by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received
from the City. Notice of the Special Record Date and of the scheduled payment date of the past due
interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days
prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of
each owner of a Bond appearing on the Registration Books at the close of business on the last
business day next preceding the date of mailing of such notice.
DURING ANY PERIOD in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and
bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing
such interest rate shall be selected in accordance with the arrangements between the City and the
securities depository.
[FORM FIRST
•
AMOUNTitryla
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in
the Pricing Certificate shall be used in the executed Bonds.
GTOWN\UtilSysRevRefg\12: Ordinance B-2
T110 2 M1 11111M
�� S 41 & V �.,
ON THE MATURITY DATE SPECIFIED ABOVE, CITY OF GEORGETOWN,
TEXAS (the "City"), being a political subdivision and municipal corporation of the State of Texas,
hereby promises to pay to the Registered Owner set forth above, or registered assigns (hereinafter
called the "Registered Owner") the Maturity Amount set forth above, representing the principal
amount hereof and accrued and compounded interest hereon. Interest shall accrue on the principal
amount hereof from the Issuance Date at the interest rate per annum specified above, calculated on
the basis of a 360 day year comprised of twelve 30 day months, compounded semiannually on
* and * of each year commencing , 20_*. For convenience of
reference a table of the "Accreted Value" per $5,000 Maturity Amount is printed on the reverse side
of this Bond. The term "Accreted Value" as set forth in the table on the reverse side hereof shall
mean the original principal amount plus initial premium per $5,000 Maturity Amount compounded
semiannually on * and * at the yield shown on such table.
THE MATURITY AMOUNT of this Bond is payable in lawful money of the United States
of America, without exchange or collection charges. The Maturity Amount of this Bond shall be paid
to the Registered Owner hereof upon presentation and surrender of this Bond at maturity, at the
designated office for payment of The Bank of New York Mellon Trust Company, National
Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond, and shall be drawn
by the Paying Agent/Registrar on, and solely from, funds of the City required by the order authorizing
the issuance of the Bonds (the "Ordinance") to be on deposit with the Paying Agent/Registrar for
such purpose as hereinafter provided, payable to the Registered Owner hereof, as it appears on the
Registration Books kept by the Paying Agent/Registrar, as hereinafter described. The City covenants
with the Registered Owner of this Bond that on or before the Maturity Date for this Bond it will make
available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the
Ordinance, the amounts required to provide for the payment, in immediately available funds of the
Maturity Amount, when due. Notwithstanding the foregoing, during any period in which ownership
of the Bonds is determined only by a book entry at a securities depository for the Bonds, any payment
to the securities depository, or its nominee or registered assigns, shall be made in accordance with
existing arrangements between the City and the securities depository.
* To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of bond, the language in the
Pricing Certificate shall be used in the executed Bonds.
GTOWN\UtilSysRevRefg\l2: Ordinance B-3
ANY ACCRUED TE ST due at maturity as provided herein shall be paid to the
Registered Owner upon presentation and surrender of this Bond for payment at the Designated
Payment/Transfer Office of the Paying Agent/Registrar. The City covenants with the Registered
Owner of this Bond that on or before each payment date for this Bond it will make available to the
Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Ordinance, the amounts
required to provide for the payment, in immediately available funds, of all principal of and interest on
the Bonds, when due.
IF THE BATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the
principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is not
such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close;
and payment on such date shall have the same force and effect as if made on the original date payment
was due.
THIS BOND is one of a series of Bonds dated , 20*, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$ *, TO PROVIDE FUNDS FOR FUNDING THE REFUNDED
OBIIIGATIONS; AND PAVING THE COSTS ASSOCIATED WITH THE ISSUANCE OF
ON , 20_*, or on any date thereafter, the Bonds of this Series maturing on
and after , 20* may be redeemed prior to their scheduled maturities, at the option of
the City, with funds derived from any available and lawful source, at par plus accrued interest to the
date fixed for redemption as a whole, or from time to time in part, and, if in part, the particular
maturities to be redeemed shall be selected and designated by the City and if less than all of a maturity
is to be redeemed, the Paying Agent/Registrar shall determine by lot the Bonds, or a portion thereof,
within such maturity to be redeemed (provided that a portion of a Bond may be redeemed only in an
integral multiple of $5,000).
[THE BONDS MATURING ON , _* are subject to mandatory sinking fund
redemption by lot prior to maturity in the following amounts on the following dates and at a price of
par plus accrued interest to the redemption date ("Term Bonds").
Term Bonds
Redemption Date
.20
Principal Amount
$
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of bond, the language in the
Pricing Certificate shall be used in the executed Bonds.
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of Bond, the language in
the Pricing Certificate shall be used in the executed Bonds.
GTOWN\UtilSysRevRefg\l2: Ordinance B-4
20 t $ t
Final Maturity
THE PRIINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to the
operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the
City by the principal amount of any Term Bonds of the stated maturity which, at least 50 days prior to
a mandatory redemption date, (1) 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, (2) shall have been purchased and canceled
by the Paying Agent/Registrar at the request of the City with monies in the Interest and Sinking Fund
at a price not exceeding the principal amount of the Term Bonds plus accrued interest to the date of
purchase thereof, or (3) shall have been redeemed pursuant to the optional redemption provisions and
not theretofore credited against a mandatory sinking fund redemption requirement.]**
O LESS THAN 30 days prior to the date fixed for any such redemption, the City shall
cause the Paying Agent/Registrar to send notice by United States mail, first-class postage prepaid to
the Registered Owner of each Bond to be redeemed at its address as it appeared on the Registration
Books of the Paying Agent/Registrar at the close of business on the 45th day prior to the redemption
date and to major securities depositories, national bond rating agencies and bond information services;
provided, however, that the failure to send, mail or receive such notice, or any defect therein or in the
sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the
redemption of any Bonds. By the date fixed for any such redemption due provision shall be made
with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or
portions thereof which are to be so redeemed. If due provision for such payment is made, all as
provided above, the Bonds or portions thereof which are to be so redeemed thereby automatically
shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after
the date fixed for redemption, and they shall not be regarded as being outstanding except for the right
of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the
funds provided for such payment. If a portion of any Bonds shall be redeemed a substitute Bonds or
Bonds having the same maturity date, bearing interest at the same rate, in any denomination or
denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and
in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the
Registered Owner upon the surrender thereof for cancellation, at the expense of the City, all as
provided in the Ordinance.
WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites to
such redemption required by the Ordinance have been met and moneys sufficient to pay the principal
of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the
Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that
said redemption may, at the option of the City, be conditional upon the satisfaction of such
prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed
**Use of Term Bonds, if any, to be deterniined by the Pricing Officer.
GTOWN\Uti1SysRevRefg\12: Ordinance B-$
for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional
notice of redemption is given and such prerequisites to the redemption and 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.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the Registered
Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for
a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the
appropriate Registered Owner, assignee or assignees, as the case may be, having the same
denomination or denominations in any integral multiple of $5,000 as requested in writing by the
appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender ofthis Bond
to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set
forth in the Ordinance. Among other requirements for such assignment and transfer, this Bond must
be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of
$5,000 to the assignee or assignees in whose name or names this Bond or any such portion or
portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond
may be executed by the Registered Owner to evidence the assignment hereof, but such method is not
exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be
used to evidence the assignment of this Bond or any portion or portions hereof from time to time by
the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and
charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be
paid by the City. In any circumstance, any taxes or governmental charges required to be paid with
respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange,
as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be
required to make any such transfer, conversion, or exchange during the period commencing on the
close of business on any Record Date and ending with the opening of business on the next following
principal or interest payment date.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or transferring
this Bond shall be modified to require the appropriate person or entity to meet the requirements ofthe
securities depository as to registering or transferring the book entry to produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City, resigns,
or otherwise ceases to act as such, the City has covenanted in the Ordinance that it promptly will
appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be
mailed to the Registered Owners of the Bonds.
GTOWN\Uti1SysRevRefg\12: Ordinance B-6
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery ofthis Bond
have been performed, existed, and been done in accordance with law; and that ad valorem taxes
sufficient to provide for the payment of the interest on and principal of this Bond, as such interest
comes due, and as such principal matures, have been levied and ordered to be levied against all
taxable property in the City, and have been pledged for such payment, within the limit prescribed by
law.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terms and provisions of the Ordinance, agrees to be bound by such terms and
provisions, acknowledges that the Ordinance is duly recorded and available for inspection in the
official minutes and records of the governing body of the City, and agrees that the terms and
provisions of this Bond and the Ordinance constitute a contract between each Registered Owner
hereof and the City.
IN ITNESS WHEREOF, the City has caused this Bond to be signed with the manual or
facsimile signature of the Mayor of the City and countersigned with the manual or facsimile signature
of the City Secretary and has caused the official seal of the City to be duly impressed, or placed in
facsimile, on this Bond.
City Secretary
[CITY SEAL]
Mayor
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Ordinance
described in the text of this Bond; and that this Bond has been issued in conversion or replacement of,
or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a Series which originally was
approved by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas.
GTOWN\Uti1SysRevRefg\12: Ordinance B-7
! ,
i
Authorized Representative
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer
Identification Number of Transferee
(Please print or typewrite name and address,
including zip code, of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to register the transfer ofthe within
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by a member firm of
the New York Stock Exchange or
a commercial bank or trust company.
GTOWN\Uti1sysRevRcfg\12: Ordinance B-8
NOTICE: The signature above
must correspond with the name
of the Registered Owner as it
appears upon the front of this
Bond in every particular, with-
out alteration or enlargement
or any change whatsoever.
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
Comptroller of Public Accounts
of the State of Texas
to 1001106:113
(i) The initial Current Interest Bonds shall be in the form set forth in this Exhibit, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED ABOVE, the City of Georgetown, Texas (the
"City"), being a political subdivision, hereby promises to pay to the Registered Owner specified
above, or registered assigns (hereinafter called the "Registered Owner"), on , 20* in
each of the years, in the principal installments and bearing interest at the per annum rates set forth in
the following schedule:
Principal Maturity Date Interest
Amount ( ) Rates
* To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Forth of bond, the language in the
Pricing Certificate shall be used in the executed Bonds.
GTOWN\UtilSysRevRefg\l2: Ordinance B-9
(Information for the Current Interest Bonds from the Pricing Certificate to be inserted)
The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a
360 -day year of twelve 30 -day months) from , 20* at the respective Interest Rate per
annum specified above. Interest is payable on , 20* and semiannually on each
* and * thereafter to the date of payment of the principal installment specified
above; except, that if this Bond is required to be authenticated and the date of its authentication is
later than the first Record Date (hereinafter defined), such principal amount shall bear interest from
the interest payment date next preceding the date of authentication, unless such date of authentication
is after any Record Date but on or before the next following interest payment date, in which case such
principal amount shall bear interest from such next following interest payment date; provided,
however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for
which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest
from the date to which such interest has been paid in full."
C. The initial Bond shall be numbered "T-1."
(ii) The Initial Compound Interest Bond shall be in the form set forth in this Section, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO. " shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"TETE CITY OF GEORGETOWN, TEXAS (the "City"), being apolitical subdivision ofthe
State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns
(hereinafter called the "Registered Owner") the Payment at Maturity on * in each of the
years and in installments of the respective Maturity Amounts set forth in the following schedule:
Principal Maturity Date Interest
Amount Rate
(Information for the Premium Compound Interest Bonds from the
Pricing Certificate to be inserted)
The amount shown above as the respective Maturity Amounts represent the principal amount hereof
and accrued and compounded interest hereon. Interest shall accrue on the principal amount hereof
from the Issuance Date at the interest rate per annum specified above, compounded semiannually on
* and * of each year commencing ,--20_* For convenience of
reference, a table appears on the back of this Bond showing the "Compounded Amount" of the
*To be completed as determined by the Pricing Officer in the Pricing Certificate. To the extent that the Pricing Certificate relating to the Bonds is
inconsistent with any provisions in the Form of Bond or contains information to complete missing information in this Form of bond, the language in the
Pricing Certificate shall be used in the executed Bonds.
GTOWN\UtilSysRevRefg\12: Ordinance B-10
original principal amount plus initial premium, if any, per $5,000 Maturity Amount compounded
semiannually at the yield shown on such table."
C. the Initial Premium Compound Interest Bond shall be numbered "TPC -1."
GTOWN\Uti1SysRevRefg\12: Ordinance B-11
The following information is referred to in Section 21 of this Ordinance.
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph 1 above.
GTOWN\UtilsysRevRefg\12: Ordinance C-1