HomeMy WebLinkAboutORD 2015-31 - Utility System Revenue Bond 2015THE STATE OF
COUNTY OF 1,
CITY OF i' 1
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 12
DAY OF !15, at Council Chambers,1Georgetown, TexjasL (t
Dale Ross, Mayor
Rachel• '•we, Mayor i • Tem, Councilmember•
Eason,Patty Councilmember District
Keith Brainard, • • District
John Hesser,• •"
Steve Fought, Councilinember District 4
Jerry Hammerlun,Councilmember:
Tommy Gonzalez, Councilmember District 7
and all of the persons were present, except the following absentees: V thus constituti
a quorum. Whereupon, among other business, the following was transacted at the Meetingl
written I
1� •' i 1! 1
1 1 1 1 My
61,14' 1 1W.- �,�
1 1
1 C 1 1
was duly introduced for the considerationof •uncil. 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:
NOES;
2. A true, full • correct copyof • - passed described in
and follows this Certif_lcate-, that the Ordinance
has been duly recorded in the City Council's minutes of the Meeting; that the above and foregoing
paragraphs are . true, full andcorrect excerpt
• the City Council's
of the Meeting
GTO WN\USRB\201 S: OrdinanceGert
3. The Mayor • the City has approved and hereby approves the Ordinance-, that the
X
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or and
the City Secretary of the City hereby declare that their signing of this Certificate shall constitute
the
• of the attached and following •! of the Ordinance for all purposes.
GTO WN\USRB\2015: OrdinanceCert
City etary
[CITY SEAL]
GTO WN\USRB\2015: OrdinanceCert
Mayor
•` is � 1 `' / 0 � / � 1 :, � '; /
Adopted May 1, 2015
GTOWN\USRB\ZQ 15: Ordinance
ORDINANCE AUTHORIZING ,'.a GEORGETOWN, TEXAS
REVENUE BONDS, SERIES AUTHORIZING PLEDGE CERTAIN
REVENUES
SUPPORT
► t. BONDS; F 1 t a PAYING
AGENT/REGISTRAR
AGREEMENT, a OFFICIAL STATEMENT ♦ND OTHER
RELATED : D AUTHORIZING OTHERMATTERS RELATED
THE ISSUANCE OF THE BONDS
GTOWNIUSRB\2015: Ordinance
Page
Recitals.............................................................................................................................................1
Section1.
DEFINITIONS ........ ........................................................................................1
Section 2.
AMOUNT AND PURPOSE OF THE BONDS................................................1
Section 3.
DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIESOF THE BONDS ...................................................... ..... .
Section4.
INTEREST............................................................ ................... ..... .......2
Section 5.
CHARACTERISTICS OF THE BONDS...........................................................3
(a)
Registration Transfer, and Exchange; Authentication.........................................3
(b)
Payment of Bonds and Interest. .. . ................ .. .. ............`i
(c)
In General. ...................... .... ....................... .... ..., ...4
(d)
Substitute Paying Agent/Registrar ........:.............................................. .....,.......4
(e)
Book -Entry -Only System for Bonds ................. .......................... ....................4
(f)
Successor Securities Depository; Transfers Outside Book -Entry -Only
Systems................ .... .... ............................. ......................
5
(g)
Payments to Cede & Co ............... ........ .................:........... ..........................6
(h)DTC
Blanket Letter of Representations ..
6
(i)
Cancellation of Initial Bond .............................................................................
6
Section6.
FO OF BOND........................................,....,................................... ...........6
Section 7.
PLEDGE OF PLEDGED REVENUES............................................................6
Section8.
SPECIAL FUNDS.................................................,........................................
7
Section9.
REVENUE FUND .... ..................................... ................, ...............................7
Section10.
FLOW OF FUNDS ... ..........................,....,........................................... ,..........7
Section 11.
INTEREST AND SINKING FUND.................................................................
8
Section 12.
RESERVE FUND.............. .. .......... ...8
Section 13.
EXCESS BOND PROCEEDS ............................... ..................... ....................11
Section 14.
DEFICIENCIES - EXCESS PLEDGED OR NET REVENUES ..:.....................11
Section 15.
INVESTMENT OF FUNDS - VALUATION - TRANSFER OF
INVESTMENTINCOME.......................................................... ....................12
Section 16.
PAYMENT OF PARITY OBLIGATIONS......................................................12
Section 17.
RATES AND CHARGES. ................... ............. ... .........................
12
Section 18.
GENERAL COVENANTS .... ............................ ...... . ......................13
(a)
Performance..................................................................... ..........................13
(b)
City's Leal Author ty..................................................................................13
(c)
Title..........................................................................................................14
(d)
Liens.................................................................................................. ........-..14
(e)
Operation of System; No Free Service...........................................................
4
GTOWNIUSRB\2015: Ordinance
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Section 20.
COVENANTS REGARDING TAX EXEMPTION OF INTEREST
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Section 2t.
CONTINUING DISCLOSURE UNDERTAKING ..............................................
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Section 23,
FURTHER REQUIREMENTS FOR ADDITIONAL PARITY
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Section
OF SUBORDINATE T,TEY�OBLIGATIONS ..................................
24
Section 25.
ISSUANCE OF SPECIAL PROJECT OBLIGATIONS.......................................
25
Section 26.
LIMITED OBLIGATIONS (lFTHE CITY ..........................................................
25
Section27.
SECURITY FOR FUNDS.....................................................................................
7S
Section 28,
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Section 29.
DEFEASANCE OF BONDS .................................................................................
2o
Section 30.
DAMAGED, MUTILATED, LOST,- STOLEN, 0TlDESTROYED
BONDS ..................................................................................................................
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Section 3i.
AMENDMENT UFORDINANCE ....................................................................... 2r
Section 32.
SALE AND DELIVERY OFBONDS .................................................................. 3l
Section 33.
CUSTODY, APPROVAL AND REGISTRATION OF ;
BOND BOND INSURANCE AND
CUSIPNUMBERS ..__^,~_.._,__~,^,`_,,_.,^_.__,_-._..~....°..-.'-__.....3I
Section 34.
APPROVAL OF OFFICIAL STATEMENT.......................................................
31
Section 35.
ADDITIONAL INSURANCE PROVISIONS ........................................... ..........
32
Section 36.
NO RECOURSE AGAINST CITY OFFICIALS .................................................
3l
32
��
Section38. INTERPRETATIONS ...........................................................................................
32
szn^N\m,mB\2015:urdi"== U
Section 40.
PARTIES ......................................................................................
��
Section 41.
INCORPORATION OF RECITALS ....................................................................
33
Section 42.
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Section 43.
EFFECTIVE DATE .--.."..---.`..—_.'--...,.'—,.—~.._...~~.-~_,_-.~.--.`33
Section44.
PERFECTION ............................. .........................................................................
33
Section 45.
PAYMENT OF ATTORNEY GENERAL FEE ...................................................
33
Exhibit
Definitions
Exhibit B
Form OfBond
Exhibit C
Description of Annual Financial Information
GToWN\nSELBo5:nrdinance iii
arr; it a it i
r e e i r a i a r ► e• i , e.
♦ r r r , r ;a . r a r
♦ :a r,
THE STATE OF
COUNTY OF a
CITY OF i i
WHEREAS, the City of Georgetown, Texas (the "City") has determined to issue revenue
bonds for the purpose of improvements and extensions to the City's System (hereinafter defined)
and for the payment of professional services including legal, fiscal, architectural, engineer and any
essaro and desirable to issue such bonds at this
and
amended,WHEREAS, the Bonds (hereinafter defined) authorized by this Ordinance are being issued
and delivered pursuant to the City Charter and Chapter 1502, Texas Government o , as
and any other applicable and
WHEREAS,_• officially found and determined that the meeting at which this
THEREFORE,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 5 5 1, Texas Government Code; and
ORDAINED BY THE CITY COUNCILOF OF
GEORGETOWN,
Section 1. DEFINITIONS. For all purposes of this Ordinance, except as othenwx
expressly provided or - context otherwise requires,_ terms defined a "A"a.
this Ordinance have the meanings assigned to them in Exhibit "A".
• `r • •- -! , a e- -r _ ,+, _,. - a •. • • i ' (' III i'
e .� i i a -�� •_i r i a
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GTO WN\USRB\2015: Ordinance
LINE UPGRADES, AND (IV) PAYING THE COSTS ASSOCIATED WITH VWE
ISSUANCE OF THE BONDS.
(b) Vision Statement. The City Council hereby finds that the enactment of th-9M
Ordinance and issuance of the Bonds complies with the Vision Statement of the City. I
I 1M, 1 1.
a levol vvdzy-,
or any portion or portions thereof (in each case, the "Registered Ownerand the Bonds shall
mature and be payable serially on August 15 in each of the years and in the principal amounts,
respectively, as set forth in the following schedule:
Year
Principal
Year
Principa
2016
$315,000
2026
$555,000
2017
400,000
2027
570,000
2018
410,000
2028
590,000
2019
425,000
2029
605,000
2020
445,000
2030
625,000
2021
460,000
2031
650,000
2022
480,000
2032
670,000
2023
500 000
2033
695,000
2024
520,000
2034
720,000
2025
540,000
2035
745,000
Section 4. INTEREST. The Bonds scheduled to mature during the years, respectively,
set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in
Exhibit "B" to this Ordinance to their respective dates of maturity or redemption prior to maturity
in the manner and at the following rates per annurn:
Year
Rate
Year
Rate
2016
3.000%
2026
3.000%
2017
3.000
2027
3.000
2018
4.000
2028
3.125
2019
4.000
2029
3.250
2020
4.000
2030
3.375
2021
4.000
2031
3.500
2022
4.000
2032
3.500
2023
4.000
2033
3.625
2024
4.000
2034
3.750
2025
3.000
2035
3.750
GTOWN\URB\2015: Ordinance 2
Said interest shall be payable in the manner provided and on the dates stated in the FORM Offi
MOND set forth in Exhibit "B" to this Ordinance. I
Section 5. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, and
Exchange; Authentication. The City shall keep or cause to be kept at The Bank of New York
Mellon Trust Company, National Association in Dallas, Texas (the "Paying Agent/Registrar")
books or records for the registration of the transfer, conversion and exchange of the 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 of transfers, conversions
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, conversions and
exchanges as herein provided within three days of presentation in due and proper form. The Paying
Agent/Registrar shall obtain and record in the Registration Books the address of the Registered
Owner of each Bond to which payments with respect to the 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. The City shall have the right to inspect the
4 a
WW
Alluall MAWAVMA�
ON "If rem
and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute
Bond shall bear a letter and/or number to distinguish it from each other Bond.
Except as provided in (c) below, an authorized representative of the Paying Agent/Registrar
shall, before the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's
nd -,hall be deemed to be issued or outstanding unless
accomplish—the foregoing conversion ancat exc 1 1 tu
Agent/Registrar shall provide for the printing, execution and delivery of the substi te Bonds in
the manner prescribed herein, and the Bonds shall be of type composition printed on paper with
lithographed or steel engraved borders of customary weight and strength. Pursuant to Chapter
1206, Texas Government Code, as amended, and particularly Subchapter B thereof, the duty of
conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying
�oLd-putti,on the execution of the Bond, the converted and exchanged Bond shall be
valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds
which initially were issued and delivered pursuant to this Ordinance, approved by the Attorney
General, and registered by the Comptroller of Public Accounts.
GTOWN\LTRB\2015: Ordinance 3
(b
Q,) PUment of Bonds and Interest. The City hereby further appoints the PayirM-
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bon
all as provided in this Ordinance. The Paying Agent/ Registrar shall keep proper records of
payments made by the City and the Paying Agent/Registrar with respect to the Bonds. I
(c) In General. The City hereby further appoints the Paying Agent/Registrar to act as the
paying agent for paying the principal of and interest on the 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 Bonds, and of all conversions and
exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in
the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days
thereafter, a new record date for such interest payment (a "Special Record Date") will be
nt of such interest have
(d) Substitute PMing Agent/Registrar. The City covenants with the registered owners of
the Bonds that at all times while the Bonds are outstanding the City will provide a competent and
I trustcomnani financial institution or other entity to act as and perform e
MIN
Me position an
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 Bonds. The Bonds issued in exchange for the Bonds
initially issued to the purchaser specified in Section 32 herein shall be initially issued in the form
of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance,
the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of
GTOWN\URB\2015: Ordinance 4
The Depository Trust Company of New York ("DWI, and except as Provided in subsection (f)
hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of
DTC.
•
Registration Books, shall receive a Bon e icate ev- encing e o ig ion o
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.
see
GTOWN\URB\2015: Ordinance 5
01MINIMMI uni
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,
wablWhed and maintained for the w�ment and securi� thereof, all as hereinafter grovided, and
or ftirther 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.
GTOWN\URB12015: Ordinance 6
SWIM
a a 9 IMM"IffliNFAIII14
I I 1 0
the Gross Revenues shall be deposite an cre e
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 FUND Alt Gross Revenues deposited and credited to the
mi�uired for the following uses and
in the order of priority shown -
FOURTH: to the payment of Subordinate Lien Obligations.
GTOWN\URB\2015: Ordinance 7
FIFTH: to the payment of the amounts required for any lawful purpose.
We
bligations on deposit and credited to the Reserve Fund shall be used solely for payment
of the principal of and interest on the 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 Bonds and the Outstanding Parity Obligations.
(b) When and for so long as the cash, investments and Reserve Fund Obligations in the
liw "-CA-
GTOWN\URB\2015: Ordinance
GTOWN\URB\2015: Ordinance
9
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.
the Holders, by a company licensed to issue an insurance policy guaranteeing the timely
tL
1167MEM 0
IT bond • insurance policy issuel—M—To-e— r MTT-ng---N
agent of the Holders, by an entity other than a municipal bond insurer, if the form and
substance of such instrument and the issuer thereof shall be approved in writing by each
Bond Insurer of record.
(2) The obligation to reimburse the issuer of a Reserve Fund Obligation for any claims or
draws upon such Reserve Fund Obligation in accordance with its terms, including expenses
to the extent ermittrld b I
•
(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
issuer of the surety bond or insurance policy falls below "AAA" or "Aad", by S&P and
4%-
w,4�."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 issuer of the surety bond or insurance policy falls below "A" by S&P
and Moody's, or (b) the issuer of the Reserve Fund Obligation defaults in its payment
of the Reserve Fund Obli atipn becomes insolvent,
the City shall either (i) deposit into the Reserve Fund, in accordance with this Section,
GTOWN\URB\2015: Ordinance 10
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 I and 2 above within six months of
such occurrence.
(4) The Paying Agent/Re istrar shall ascertain the necessity for a claim or draw upon any
91
jkoi,-e to the issuer of the Reserve Fund Obli ation
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 • 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 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 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
-ay
ount shall be utilized on a %,ro-rata basis to f� Reserve Fund Obligation Payments to
part of the Required
reimburse the issuers of the Reserve Fund Obligations, thus restoring that
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
riduce the amount of semi-annual
cieposius anu urucms Lo
or purchase the Parity Obligations from which such excess proceeds are related.
Section 14. DEFICIENCIES - EXCESS PLEDGED OR NET REVENUES. (a) If on
any occasion there shall not be sufficient Pledged Revenues (after making all payments pertaining
• 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
a Hable unallocated Pledged Revenues, or from any other sources available for such p ose, d
vai urP an
such deposits and -• shall be in addition to the amounts otherwise required to • 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
GTOWN\URB\2015: Ordinance I I
of participation clearly evidencing the investment or investment pool in which such money i
invested and the share thereof purchased with such money or owned by such fund are held by 0
on behalf of each such fund. If necessary, such investments shall be promptly sold to prevent
default.
(b) All interest and income derived from such investments (other than interest and inco
derived from amounts credited to the Reserve Fund if the Reserve Fund does not contain t
Required Reserve Amount) shall be credited to the Revenue Fund semi-annually and sha
constitute Gross Revenues.
Section 16. PAYMENT OF PAIRJTY OBLIGATIONS. While any of the Pari
sfer to ie res-tective Davin a ent/ri-cri rn
a Wo
Ire " 418110M will 11"
of the Parity Obligations as shall become due on each interest or principal payment date, or dat
of redemption of the Parity Obligations; such transfer of funds must be made in such manner
for the Parity Obligations not later than the business day next preceding the date such payment
due on the Parity Obligations. The Paying Agent/Registrar shall destroy all paid Parity Obligatio
and ftimish the City with an appropriate certificate of cancellation or destruction.
Section 17. RATES AND CHARGES. For the benefit of the Holders of the Pari
Obligations and in addition to all provisions and covenants in the laws of the State of Texas
in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Pari
Obligations are outstanding, to establish and maintain rates and charges for facilities and servic
afforded by the System that are reasonably expected, on the basis of available information
experience and with due allowance for contingencies, to produce Gross Revenues in each Fisc
Year reasonably anticipated to be sufficient-
GTOWN\URB\2015: Ordinance 12
or incurred that are payable from, in whole or in part, a subordinate lien on and pledge of the
Pledged Revenues-, and
E. to 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
Z i IEN11 XL' CILT CID VM8741M
GTOWN\URB\2015: Ordinance 14
arrangements to replace the same or provide substitutes therefor, unless it is determined that no
'r TI'12 es;;Ar .9nd rovided further that the Ci retains
sit AL
Itiat sucti safe, conveyance, mortgage, encumorance, JeUSe Or OLIJUE
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 usually carried by municipal corporations operating like properties, including, to the
reasonabl obtainable fire and extended cover IL rance. insurance against dama
(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
T#66t0i�F?d tf I N411 141#16". Lifon aany 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 same
-IVrALV -4P4-fY?'f-
66 Q
GTOWN\URB\2015: Ordinance 15
will mp with all of the terms and conditions of any and
(i) Governmental Agencies. It co ly i
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
rization and other requirements aglicable
To T®rnecessarjIT INT T c3picUL OF ME
of the 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
GTOVMURB\2015: Ordinance 16
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 dete*nation
rrnl
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 disaggegation 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
4, N-,spps-.u3t�S-y-stem 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.
s
Copies of each annual audit shall be made available for public inspection during normal busine s
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.
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
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 "Coden), 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
fund, if any) are used for any "ptivate business use, " as defined in section 141(b)(6) of the
Code or, if more than 10 percent of the proceeds of the Bonds or the Reftmded Obligations
or the projects financed or refinanced therewith are so used, such amounts, Wh er or not
received by the City, with respect to such private business use, do not, under the terms of
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 Refunded
GTOWN\URB\2015: Ordinance 17
•• *, a a - • • - _a a -iv"Jjjjj a-gigiiiiij a`#t -# into «
reserve fund, it, any) then tile amount in excess ol :5 percenL IS USCU IU1 a P11
use" which is "related" and not "disproportionate," within the meaning of section 141 (b)(3
of to to the governmental
to take any actionno amount which is greater than•
Iii i!1 or •` t the -#,roceeds of .:a #s (less amounts deposited • . reservi
fLind, if any) is directly or indirectly used to finance loans to persons, other than state
local governmental units, in contraventionof sectionof as
to from i which would otherwise result in the Bonds #'
treated as "private activity #t • of t 141(b) of the Code,
(5) to refrain from taking any action that would result in the Bonds being "federall
guaranteed" within the meaning of section 149(b) of the Code-,
# to refrain from• any portion ofthe proceeds of Bonds,directly or #
to acquire or to replace funds which were used, directly or indirectly, to acquire investme
property (as defined in section 148(b)(2) of the Code) which produces a materially high
yield over the term of the Bonds, other than investment property acquired with --
proceeds of Bonds invested for a reasonabletemporary period of
underor less or, in the case of a refunding bond, for a period of 90 days or less until s
proceeds are needed for the purpose for which the Bonds are issued, 1
(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
the requirements of section 148 of the Code (relating to arbitrage) and, to the extent
applicable, section 149(d) 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
ftercent of the Txcess Earnings," within the meaning of section 148(f) of the Code and to
i -9 Qi d§tates of America, not later than 60: d2�!js after the Bonds have been p d
in full, 100 percent of the amount then required to be paid as a result of Excess Earnings
t i of the Code.
(b) Rebate Fund. in order 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
GTOWN\\URB\2015: Ordinance 18
GTOWN\URB\2015: Ordinance 19
a
MIAMI
VAUMINHUGMITA 11*11101 Alin i` a#
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 availa le.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
—dtir*h,'i therwise would be re,,wuired to
_16sir (caUi w4t, he Ci o
provide financial information and operating data • 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 • specific reference to any
document that is available to the public on the MSRBs internet web site or filed with the SEC
GTOWNWRB\2015: Ordinance 20
All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed by the MSRB.
• Event Notices. The City shall notify the MSRB, in an electronic format as
1149mlet,vt 1# vir462SN—Ow ence
l� _in a time manner no in excess of ten business days after the occurr
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
proposed or final determinations of taxability, Notices of Proposed Iss
3
(IRS Form 5701-TEB) or other material notices or determinations w'
V
respect to the tax status of the Bonds, or other events affecting the tax stal
of the Bonds-,
G. Modifications to rights of holders of the Bonds, if material within the
meaning of the federal securities law;
H. Bond calls, if material within the meaning of the federal securities laws and
tender offers;
J. Release, substitution, or sale of property securing repayment of the Bonds,
if material within the meamnfz 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
GTOWN\URB\2015: Ordinance 21
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.
W-1
results, condition, or prospects or hereby undertake to update any information provided in
accordance with this Section or otherwise, except as expressly provided herein. The City does not
make any representation or warranty concerning such information or its usefulness to a decision
to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
A IV
08N �q rn� 14
F I My
"a z
COVENANT SPECIFIED 11 TAIS SEGI 1441, 15#-1- E'T'hm��Cwf
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR A14NDAMUS OR SPECIFIC
PERFORMANCE.
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.
GTOWN\URB12015: Ordinance 22
Mt
-ar —XI
0 ina jurisdon enters juagment --aL SLUR Y -lurisr"9111S 191T 0 -Tc-arw-ml
the extent that the provisions of this sentence would not prevent an underwriter from lawfull
purchasing or selling Bonds in the primary offering of the Bonds.
Section 22. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. (a) The Ci
shall have the right and power at any time and from time to time and in one or more series o
es to authorize issue and deliver additional arity revenue bonds or other obligations (herel
QUM
our,
payable equally and rata blyonap ily WRIT all 01rier VILISM114
on and pledge of the Pledged Revenues herein granted.
(b) The interest and Sinking Fund shall secure and be used to pay all Parity Obligation
Each ordinance under which Additional Parity Obligations are issued shall provide and requi
that, in addition to the amounts required by the provisions of this Ordinance and the provisions
any other ordinance or ordinances authorizing the Previously Issued Parity Obligations
Additional Parity Obligations to be deposited to the credit of the Interest and Sinking Fund,
City shall deposit to the credit of the Interest and Sinking Fund at least such amounts as are requir
for the payment of all prmicipal of and interest on said Additional Parity Obligations then bei
issued, as the same come due.
(c) The City may create and establish a reserve fund pursuant to the provisions of
ordinance authorizing the issuance of Additional Parity Obli ations for the -purpose of secur,
19
GTOWN\UP,B\2015: Ordinance 23
I
W— NOUN
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
u4jclt. Vetlaigivg
As used in this Section, the term "Net Earnings" shall mean the Gross Revenues of the
System after deducting the Maintenance and Operating Expenses of the System but not
acco
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
GTOWNWR]3Ordinance 24
A-
ot sucti let &eTeil-es seTaing arc 7T
laws of the State of Texas.
Section 25. ISSUANCE OF SPECIAL PROJECT OBLIGATION Nothing in this
11 1 L
Jjr-huw-n�;R 11 -.QLI -J�
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 CITY. The Parity Obligations are
limited, special obligations of the City payable from and equally and ratably secured solely by a
first lien on and pledW of the Pledged Revenues, and the Holders thereof shall never have the right
to demand payment of the principal or interest ot
to • raised through taxation • the City.
Section 27. SECURITY FOR FUNDS. All money • a-• 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 • secured in the manner and to the fullest extent required •
the laws
• Texas for the security of public funds, and money on deposit in such Funds shall be
used only for the purposes permitted • this •
Section 28. DEFAULT AND REMEDIES.
(a) Events of Default. Each of the following occurrences • events for the purpose of this
Ordinance is hereby declared to be an Event of Default:
GTOWN\URB\2015: Ordinance 25
in violation of any right of the Registered Owners hereunder or any combination of such
remedies.
)W�� Vf the
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
under this Ordinance.
Section 29. DEFEASANCE OF 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
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
ret,y-ire,i, a*tice i f reke—zeqti x *r tke estAliskm-axt *f *r*visi+x s f tr -0ke givixg +f suck
notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing
GTOWN\LTRB\2015: Ordinance 26
GTOWN\URB\2015: Ordinance 27
account in determining the sufficiency of the provisions made for the payment of the Defeased
Bond.
PWW�FF
GTOWN\URB\2015: Ordinance 28
Section 31. AMENDMENT OF ORDINANCE. (a) The Bond Insurer, if any, and the
holders of the Parity Obligations aggregating a majority in pninci-pal 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 Par ty
Obligations so as to -
(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.
sliall Cause nouce 01 LUOProplumni -11. Lit, u1c U91917Mj
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 o ice o e
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.
(e) 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
Agent/Registrar, tne City Council may pass Ine amelluaTor),
form.
(d) Upon the passage of any amendatory ordinance pursuant to the provisions of this
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
GTOWN\URB\2015: Ordinance 29
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
A hall be conclusive and binding u on
e I su IV t 1141L U, %111 UlA,
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 holdmig of Parity Obligations issued in
date oftheir holding same snaff ne provecL oyTne RegistraLion MoKs uY Me 1-79MI,
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:
--- - -------
GTOWN\URB\2015: Ordinance 30
(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
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.
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. SALE AND DELIVERY OF BONDS. The Bonds are hereby awarded and
sold to the bidder whose bid produced the lowest true interest cost, pursuant to the taking of public
bids therefor, on this date, and shall be delivered to Fidelity Capital Markets (the initial
"Purchaser") at a pni ce of $11,047,602.97 representing the par amount of the Bonds of $10,920,000
plus an initial reoffering premium of $127,602.97. It is hereby officially found, determined and
this sale are the most advantageous reasonabl,,,, obtainable and are in the..
best interest of the City. The Bonds shall initially be registered in the name of Fidelity Capital
Markets.
Section 33. CUSTODY, APPROVAL AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION, BOND INSURANCE AND CUSIP NUMBERS. The Mayor of the
j
IT............
the distribution of such Official Statement in the reoffering of the Bonds by the Initial Purchaser
in final form, with such changes therein or additions thereto as the officer executing the same may
deem advisable, such determination to be conclusively evidenced by his execution thereof The
distribution and use of the Preliminary Official Statement dated April 28, 20 l 5, prior to the date
GTOWN\URB\2015: Ordinance 31
i - - - i i e _� -• • •i i - i .+ --� s i ' - t `
�:
1 M^ �' r � r a ", � , : ; a. - i:.: t i - ,: is
i - i. - it i #• i. i _ - i � s. si E i If . i, -i _f i'
i � i' . .�• i i i . i' is c ,, r �
:.a -•. - ai.. -•:.... i f...- 'i: • f - .: i .: . - i f:• . i. ;i- •..
iri_ .• i ir_' • 4 . ! • • i ! � f iri i;
,f_ i t
i if ii • . "# i 'i iii "i • ri1 ' i
i • i � i i' • i 4 'i' a .ii i -• f
� i , i
• •!' r • .f _i • i.
! - i f f; ! 4' • i_ -i' :. i. 'i' i g ii : i.
. # i - rr i . '• . e i - - ! . t i `l°- i r _,_i s_ _ _ i _
` • . • w i' i
1 s � � * � � � • i - i •- o _ s i e
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reasonawe anct necessary unaer T TT,- ji, j
Business & Commerce Code and enable a filing to perfect the security interest in said pledge to
occur.
Section 45. 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
01 1 CAUS—t4if LfI0,?UL4W;rfI07 WMCLUF VT
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
Bonds.
GTOWN\URB\2015: Ordinance 33
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 12th day of May, 2015.
Dale Ross, Mayor
City of Georgetown, Texas
Bridget Chapman, City Attorney
GTOWN\URB\2015: Ordinance URB Ordinance Sig Pg
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
of the Pledged Revenues on a parity with the outstanding Parity Obligations and the Bonds.
"Amortization Installment" means, with respect to any Tenn Bonds of any series of Parity
be del)
gioooa
s, Ae xttuvt f mney ch is reuired o ti'#! `i into a mandatory redemption
Now=__ im W lr4,rol W—N& -m-
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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
&ry-Fm a�-�x ami&rc?+3-&f
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;
(2) Consent Sinking Fun . 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
GTOWN\URB12015: Ordinance A-1
instrument creating such Balloon Debt shall permit the retirement of), or for the
accumulation of a sinking ftind 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
I d mium if is due then the rincipal of and, in the case of retirement,
rig=
requirea 6y sucn scnectuie; anct proviaeu TuRner MIT uns Mul-su Nuan IIIL .it 7
the City has elected to apply the rule set forth in clause (1) above-,
(3) Prepaid D -. Principal of and interest on Bonds and Additional Parity Obligations,
*r portions thereof, shall not be included in the computation of the Annual Debt Service
V' equirements, for any Fiscal Year for which such principal or interest are payable from
(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
a 9 a
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);
calculations, only those payments reasonably expected to be made in the subject perio
taken into account in making the calculation.
,4verat. 4nnual 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
GTOWN\URB\2015: Ordinance A-2
(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.
"Bonds" means, the City of Georgetown, Texas Utility System Revenue Bonds, Series
2015 authorized by this Ordinance.
"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.
MIMI
7 F -7
to Me Inaturity tnereoi,me—re snan e 11con lxw�@ Tite,17"Mra V 7711FE1 v
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
GTOWURM20M Ordinance A-3
such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall
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 Council 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
ivision of a state that have been refunded and that, on the is the City Council a!#.:#::
or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the
IfT4.-
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 Citlk
"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 factate 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
WAVWrVn-k—j, * "i
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
the option of the City to a date, more than one year after the original creation or assumption of
such Debt by the City.
GTOWN\URB\2015: 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
itof onev in any Fund created
oy T-nis Wrainytic,"IT 111d111LU111%-,T U7VVrPVX.
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
91
engineering profession, being a re istered 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.
"Insurance Policy" means the insurance policy issued by the Insurer guaranteeing the
scheduled payment of principal of and interest on the Bonds when due.
"Insurer" means any insurer of the Bonds, or any successor thereto or assignee thereof.
ie
scheduled to occur in any fature 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.
"MSRB" means the Municipal Securities Rulemaking Board.
GTOWN\URB\2015: Ordinance A-5
"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 May 12, 2015.
"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.
"PaY ing AgentlRegistrar" shall have the meaning set forth in Section 5(a) hereof.
"Parity Obligations�' means the 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
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,
rmeiAts, iigr o*jj jesources, including, without limitation, ;"ants, donations or income received
or to be received trom t Infred-statesMovernment, or any' 0L1101 JIL11016�1'1 = S-1 =, U11CLIMI
pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of
the 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 1998B," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2005," "City
GTOWN\URB\2015: Ordinance A-6
of Georgetown, Texas Utility System Revenue Bonds, Series 2006," "City ot GeorgetownTexas
Utility System Revenue and Refunding Bonds, Series 2006A," "City of Georgetown, Texas Utility
System Revenue and Refunding Bonds, Series 2007," "City of Georgetown, Texas Utility System
Revenue and Refunding Bonds, Series 2008," "City of Georgetown, Texas Utility System Revenue
Bonds, Series 2010," "City of Georgetown, Texas Utility System Revenue Refunding Bon s,
Series 20t2" and "City of Georgetown, Texas Utility System Revenue Refunding Bonds, Series
20i4.n
"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,
lish 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
*Yi it li§�. 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
?ssigned, at the request of the City, a rating to the Parity Obligations.
v
Ae Filmo, of Bonds in Exhibit "B" to this
Ordinance.
"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.
"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.
GTOWN\URB\2015: Ordinance A-7
and (ii) incorporate any otffe—rutifit-y—system as prov —e y e laws UT TITF7, exas as a pan
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
re emn • n accoun�.
oneratinn-af-a-m d
GTOWN\URB\2015: Ordinance A-8
"Term oirksue" means with res ect to any Balloon Debt, a period of time equal to t
greater of (i) the period of time commencing on the date of issuance of such Balloc
ending on the final maturity date of such Balloon Debt or (ii) twenty-five years.
GTOWN\URB\2015: Ordinance A-9
PRINCIPAL
R- UNITED STATES OF AMERCA ICA
STATE OF TEXAS AMOUNT
CITY OF GEORGETOWN, TEXAS $
UTILITY SYSTEM REVENUE BOND, SERIES 2015
INTEREST RATE MATURITY DATE DATE OF SERIES CUSIP NO.
RTIM"M
ON THE MATURITY DATE specified above, the CITY OF GEORGETOWN,
TEXAS (the "City"), being a political subdivision and municipal corporation of the State of Texas,
hereby pro - es to pay to the Registered Owner specified above, or registered assigns (hereinafter
MIS
called the "Registered Ownerthe Principal Amount specified above, and to pay interest thereon
months from the initial date of delivery
a 4 4
- - - 0 1111 ,
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money Of
the 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 designated office for
payment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas which is the
GTOWN\UP,B\2015: Ordinance B-1
'ipaying Agent/Registrar" for this Bond. 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, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and
date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and
Sinking Fund" referred to in and maintained by the Bond Ordinance, the amounts required to
provide for the payment, in immediately available funds, of all principal of and interest on the
Bonds, when due. Terms used in this Bond and not otherwise defined shall have the meaning
given in the Bond Ordinance.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday Sunday, legal holiday, or day on which banking institutions in the city where the
principal office for -payment of the Paying Agent/Registrar is located are authorized by law or
en or usiness
Business Day"), then the date for such payment shall be the next succeeding day which is not a
Non -Business Day, and payment on such date shall have the same force and effect as if made on
the original date payment was due.
M arm
0 V D1 Ike 11 of
oTovmmom*2015:ordivanv B-
sIS
• a- -! a ,e - a • -s_ a ♦ i `• !
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't` li •.: ,:• Ll•_s ....! *... �i: `. i• ! ! i-. .-.i__ ..t , ,ai.:_.. .: .ie.'.s'-•.
on the RegistrationBooks maintained by Paying Agent/Registrar Agent/Registraron i.' such noticei
redemption is mailed. By the date fixed for any such redemption, due provision shall be mad
with the D' • Agent/Registrarfor - payment of •! i redemption price i.. _ Bond
or portions thereof which are to be so redeemed. If such written notice of redemption is maile
•." a-, * ` � . � . . i- a . • • !' • . i :�
i _• a -a-- "i •a a `•i r- -• e - • _, - i'� !•
, .
GTOWN\URB\2015: Ordinance B-3
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.
DURING ANY PERIOD in which ownership of the Bonds is determined only by a book
i ies depositO
entry at a securit ry for the Bonds, if fewer than all of the Bonds of the same maturity
and bearina the same interest rate are to be redeemed, the particular Bonds of such maturity and
2ri &pmw - -- rate shall be selected in accordance with the arrangements between the City
and the securities depository.
•
other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to
line ttimby the
evidence the assignment of this Bond or any portion or portions hereof from t o e
Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and
Bond or yortion thereof shall be paid by the City, but
any taxes or governmental charges require to be paid with respect thereto shall be paid by the one
requesting such assignment, transfer 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 or exchange
(i) during the period commencing with the close of business on any Record Date and ending with
the opening of business on the next following principal or intere . st payment date, or, (ii) with
respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days
prior to its redemption date, provided, however, such limitation of transfer shall not be applicable
to an exchange by the Registered Owner of an unredeemed balance of a Bond called for redemption
in p+rt.
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,
the same effect.
GTOWN\URB\2015: Ordinance B-4
�: 1 +... 1.+..: :..i.: s! a •."• r - s.
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a -e -e a a- - -e � e • e . -a -t � • •e- • �.
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- r r • • r i r e - :• • � e - • - • •- --
.., _• • _•
0 1 f �
(facsimile signature) (facsimile signature)
City Secretary Mayor
[CITY SEAL]
FORM OF REGISTRATION CERTIFICATE
OF THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE:
VEGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
(COMPTROLLER'S SEAL) Comptroller of Public Accounts
of the State of Texas
I X11 1 -11 Diem I I 1 11 � 11111 � i I Rill 1111 1
E
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICAT I
(To be ed executif this Booaompaed b
nd is nt ccniy aea
n executed Rgistrti
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 Bond
*,Ksfjk-hit�L�-. and that this Bond has been issued in exchange for a
bond or 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.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
�taying Agent/Registrar
rt y M
Authorized Representative
GTOWN\URB\2015: Ordinance B-6
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned Registered Owner of this Bond, or duly
authorized representative or attorney thereof, hereby sells, assigns and transfers this Bond and all
rights hereunder unto
(Assignee's Social Security or (Please print or typewrite Assignee's name and address,
Taxpayer Identification Number) including zip code)
and hereby irrevocably constitutes and appoints
attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration
Books with full power of substitution in the premises.
Dated:
Signature Guaranteed:
vicwIt 4,f timi L
anv—"
a commercial bank or trust company.
TI�OTICE.- The signature above must correspond with the name of the Registered Owner as it
appears upon the front of this Bond in every particular, without alteration or enlargement or any
change whatsoever.
001BUR 0 9 9 1 ; 1. I
The initial Bond shall be in the form set forth in this Exhibit, except thal
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.
"ON THE MATURITY DATE SPECIFIED BELOW, the City of Georgetown, Texas
(the Ocity"), being a political subdivision, hereby promises to pay to the Registered Owner
specified above, or registered assigns (hereinafter called the "Registered Owner"), on August t5
in each of the years, in the principal installments and bearing interest at the per annum rates set
forth in the following schedule-
GTOWN\URB\2015: Ordinance B-7
Year Principal Rate
1111% 11111111111 1 1 M !1 1! 11!! 1 1 � I I I I I I I! III l�1111111111i I I I 11 I'll, �� ! IBM=
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 the initial date of delivery of the Bonds at e
respective Interest Rate per annum specified above. Interest is payable on February 15, 2016 and
�ewia-tAuq-].Lv- on each February 15 and Aueust 15 thereafter to the date of payment of the principal
W
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receding the date of authentication
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GTOWN\URB\2015: Ordinance B-8
In :
The following information is referred to in Section 21 of this Ordinance.
The financial information and operating data with respect to the City to be Provided
aIrTrW,rATtrM-v -44.-WIMV� in the Aviendix or under
the headings of the Official Statement referred to) below:
I The annual audited financial statements of the City of Georgetown, Texas or the unaudited
Texas in the event audited financial statements are
not completed within six months after the end of any Fiscal Year.
2. All quantitative financial information and operating data with respect to the City of the
general type included in the Official Statement under Tables 1 through 11 and in Appendix B.
Accounting Principles
The accounting principles referred to in such Section are the accounting Principles
described in the notes to the financial statements referred to in paragraph I above.
GTOWNNURB\2015: Ordinance C-1
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 12th day of May, 2015.
Dale Ross, Mayor
City of Georgetown, Texas
Jessica Vtle, City STcretary
APPROVED AS TO MIRRM:
Bridget Chapman, City Attorney
GTOWN\URB12015: Ordinance URB Ordinance Sig Pg