HomeMy WebLinkAboutORD 2015-33 - Utility System Refund BondTHE STATE OF TEXAS
COUNTY OF WILLIAMSON
CITY OF GEORGETOWN
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 12T
DAY OF MAY, 2015, at Council Chambers, 101 E. 7th Street, Georgetown, Texas
aid --cc difly-c-axstiltj ers -IIII cbers of 4e Citv. to -w
Dale Ross, Mayor
Rachel Jonrowe, Mayor Pro Tem, Councilmember District 6
Patty Eason, Councilmember District 1
Keith Brainard, Councilmember District 2
John Hesser, Councilmember District 3
Steve Fought, Councilmember District 4
Jerry Hammerlun, Councilmember District 5
Tommy Gonzalez, Councilmember District 7
and all of the persons were present, except the following absentees: (V thus
constituting a quorum. Whereupon, among other business, the following was transacted at the
Meeting: a written
AG,-'Ui ETTIrtIT; ESTABLIStASG PV1VCEJ11J+US FIVA SELLUTG—Al, 1'
THE BONDS; AND AUTHORIZING OTHER MATTERS RELATED TO THE
ISSUANCE OF THE BONDS
was duly introduced for the consideration of the City Council. It was then duly moved a
seconded that the Ordinance be passed on first reading; and, after due discussion, said motil
carrying with it the passage of the Ordinance, prevailed and carried by the following vote:
AYES:
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
Georgetown; USRevRefg\15\De1: OrdinanceCert
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
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 5 5 1, Texas Government Code.
3. The Mayor of the City has approved and hereby approves the Ordinance; that t
.YY&TtLa2z4 YaoL4kjAQw---r;42r",f qued the Ordinance- and that the Mayor IT
the City Secretary of the City hereby declare that their signing of this Certificate shall consti
the signing of the attached and following copy of the Ordinance for all purposes.
Georgetown: USRevRefg\15\DeI: OrdinanceCert
City e retary
Georgetown: USRevRcfg\15\Del: OrdinanceCert
Mayor
GTO WN\UtilSysRevRefg\15\Del: Ordinance
NO -
Table QfContents
Page
�;ection 4. DATE, DENOMINATION, MATURITIES, NUMBERS, INTEREST
Section (. FORM OF BOND ._.'.,,_,_--'__,_,~,..__'..,....,.~._^-,.,.~.,`__._..'_-.g
Section9. _,.._.—..,.._.__..,_.,`,_....~~,._,~.,'...,,_.,_,,.,-,...Q
Section 15. INVESTMENT OF FTTNDS- VALUATION -TllANSFER{}F
INVESTMENT INCOME ..................................................................................... l4
Section 23. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY
Section 30. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
Section 33. APPROVAL OF OFFERING DOCUMENTS, PAYING AGENT/
REGISTRAR AGREEMENT AND ESCROW AGREEMENT .......................... 33
Section 36. FURTHER ACTIONS -.~_.~....~......_`._---.~.'--',—._~.....".—.~._.^34
Section 37.
INTERPRETATIONS .,'—~...--~.._-._.._`_-_-_-..----....--.,34
Section 38,
INCONSISTENT PROVISIONS ~~.'.-,,...'---.-...-__....~_~_...-..__..~34
Section 39.
INTERESTED PARTIES .--...-,,-_~^..-.^..---~..--'-..-_.-....._....34
Section 40.
INCORPORATION OFRECITALS ....................................................................
35
Section 41.
SEVERABILITY '—''~^'~'--~`~'—^~~~-`~~~^~--^-^`'^-~-''~'','"'-"--^''35
Section42.
EFFECTIVE DATE ..............................................................................................
35
Section 43.
PERFECTION '-.,...-~~.-~._~..-.~_~._-...,-'.._..".-_--....-_'...—..3J
Exhibit A Definitions
Exhibit B Form DfBond
Exhibit C Description of Annual Financal Information
Ordinance iii
all
STATE OF TEXAS
COUNTY OF WILLIAMSON
CITY OF GEORGETOWN
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
t�wt 3.00% of the)2rincipal amount of
accordance wi rovis ons o amn 0 e I exas Uove e 0 e
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
as depository for the City, and such deposit, if made before such payment dates, shall constitute
the making • firm banking and financial arrangements for the discharge and final •. 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, rivestment,
r - i �-- I - * * tration anddis osition of any such deposit, upon such terms and conditions
l i
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
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
GTO WN\Uti1SysRevRefg\15\De1: Ordinance
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
s idmeetingwasgi n, I as required by Chapter 551, Texas Government Code; and
ai ive al
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
GEORGETOWN, TEXAS THAT:
Section 2. DEFINITIONS AND VISION STATEMENT. (a) Definitions. For
requires, the terms defined in Exhibit "A" to this Ordinance have the meanings assigned to the
i -c Ey)tibit " sk".
(b) Vision Statement. The City Council hereby finds that the enactment of this
Ordinance and issuance of the Bonds complies with the Vision Statement of the City.
urre es on s, ammn om
(except the Initial Bond delivered to the Attorney General of the State of Texas which shall be
numbered T- I and TPC- I 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, 2037 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 May 12, 2016. Bonds priced on or before May 12,
2016 may be delivered to the initial purchaser after such date.
(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 if a Series of Bonds is a Taxable Series or a Tax -Exempt Series and which of the
GTOWN\Uti1SysRevRefg\15\De1: Ordinance 2
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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 home 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 tomaturi at the option of the City, as well as any
inkin fund redeoDt* ty
retu ain mus pro uce a net present value deot se Drq ot St If"ast'3.00 ot the principa
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 determinin P n * �M
U whether to sell the Bonds by ne,,
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
aw-ard the sale of the Bonds fial e )tidder -114-tririv g'
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
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.
In satisfaction of Section 1201.022(a)(3), Texas Government Code, the City Council
VIIII&IL1011S 01 CUU11 OCEICS 01 L110 JDO11US US SOL IUM1 111 L111S VELLUM =7, arlu MUTMINIUM 111aue UY
GTOWN\Uti1SysRevRefg\15\De1: Ordinance 3
the fricing Witticer pursuant to such delegated authority and incorporated in 1ffeL"'-rYc1—ng-L`eH1TicaTe-
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,
ear co-tt -nosej j-jav j•J�.s [,�ijbo roirvidjug.
LU L11C LIIUFUIU)U41111PIWIMUCU U11 L11C k-0111P1411L111k111SJPUMS =17471U.1 111 LIX
Pricing Certificate, and payable, together with the principal amount thereof, in e 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 6ompounding 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.
111 1 11 I I liq 111011 311i I iisi I
112 111111111111 1 1, n %n I Mi I i I 1 1 1 � � � 1 -
L -iot 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
I'Londs so called for redemption shall cease to bear interest after the redemption date. Any notice
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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, such notice shall state that said redemption may, at the option of the City, be
nditional U On the satisfaction of such re u1sites and recUl t Of such ... o. b the P in
GTOWN\Uti1SysRevRefg\151De1: Ordinance 4
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
re -de on and., unless the City—defaults in the payment of thnfinci at 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 • 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 shalt 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 •
Agent/Registrar •' or prior to the as fixed for such redemption, or i• 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
• of redemytion wasliven-. to the effect that the Bonds have not been
redee U'.
`11111 MY11 I tw. I I
Alai` VOW&S 4T TUCISTSS lit L I
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 to of presentation in due
and proper form. The Paying Agent/Registrar shall obtain and a,:• 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!)krovided, but it shall be the dutk
�p of e h Re istered Owner to notif
jk 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 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 shall make a copy of the Registration Books available in the
State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such registration, transfer, conversion, exchange and delivery of a substitute
Bond or Bonds. Reaistration of assignments, transfers, conversions and exchanges of Bonds shall
GTOWN\Uti1SysRevRefg\15\De1: Ordinance 5
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 Bond shall bear a letter and/or number to distinguish
it • each other Bond.
(e) Book-_Entr_y-Only System for Bonds. The Bonds issued in exchange for the Bonds
initially issued as provided in Section 5(i) shall be initially issued in the form of a separate single
fully registered Bond • each • the maturities thereof is: initial issuance, the ownership •
each such Bond shall be registered in the name of Cede & Co., as nominee of The Depository
Trust Com-Danv of New York i "DTU� i and except as irovided in subsection ereo all of the
of principal and interest with respect to such Bond, for the purpose of registering transfers with
respect to such Bond and • all • purposes whatsoever. The Paying Agent/Registrar shall pay
all principal of and interest on the Bonds only to • t• the order • the registered owners, as
shown in the Registration Books as rscrovided in this Ordinance. or their reafAective attornews dull �,
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 Bonds
GTOWN\UtiISysRevRcfgNI5NDeI: Ordinance 7
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 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.
M gap
credited to tbei DTC accounts. In such event, the 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
r&gistergd ii e -ta-ite of A seegrities 1;kjjijt& ji jigmigii e i - g' 'Mill e
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.
(g) PUments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Bond is registered in the name of Cede & Co,, as nominee for DTC,
such Bond shall be made and given, respectively, in the manner provided in the representation
letter of the City to DTC.
(i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing the
entire principal amount of the Bonds, payable in stated installments to the order of the initial
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manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to
such initial purchaser or its designee. Upon payment for the Initial Bond, the Paying
Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such initial purchaser
one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal
amount of all the Bonds for such maturity.
Section 6. FORM OF BOND. The form of each Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
GTOWN\Uti1SysRevRefg115\De1: Ordinance 8
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached only to the
Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially
in the • 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 R• and security thereof, all as hereinafter provided- and
ordained that the Pari Obli and the interest thereon. shall constitute a lien o
A age
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 Bonds, the
Previously Issued Parity Obligations and any Additional Parity Obligations issued by the
City as the same become due and payable.
IOWA
117
IM-11MIEWARs -
Section1l. 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.
The required semi-annual deposits and credits to the Interest and Sinkina 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.
Section 12. RESERVE FUND. (a) To accumulate and maintain a reserve for the
payment of the Bonds and the Outstanding Parity Obligations equal to the Average Annual Debt
at the beginning of each Fiscal Year) (the "Required Reserve Amount"), the Reserve Fund has
GTOWN\Uti1SysRevRefg\15\De1.- Ordinance 10
income shall be deposited to the credit of the Revenue Fund. As provided in this Section, 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 iw Reserve Fund Obliaations so desianated bi the C6. All funds, investments
a7TZYWeserT,T-=T-71VT7ffg71=i
(i) the 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
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 by monthly deposits and credits in amounts equal to not less than 1/60th of the Required
'Ig 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 Fundthe
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 ftom monthly deposits of Pledged Revenues on deposit in the Revenue Fund, but
- L, fall devosits and creditsAothe In—terest and Sinkin - Fund reQuired to be made
by the next following August 15 and February t 5, as the case may be. The City further covenants
r,ild- AR-rew 9.-.t- sulij jodytoigrwrlordij --d credits t*?#'eiadeo fte Tittere
T—Unct, Me Pleagea &evenues snall be appilea anu appropHatect ana usea LO eSLUDIISn an(] 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, t
obli ation to maintain the Reauired Reserve Amount has been suMended j2ursuant to subsectil
BOB=- ON
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11014MUMMINTA - ----=
(c) A Reserve Fund Obligation issued in an amount equal to all or part of the Required
Reserve Amount for the 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
Atr
GTOWN\Uti1SysRevRef,-\15\De1: Ordinance
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 forin 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
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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.
(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
menses incurred in connection With such claims or draws to the extent -oermitted •law
Fund as provided in this Section. 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 re�tlenislunent 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.
GTOWN\Uti1SysRevRefg\15\De1: Ordinance 12
is
ffW'r4
ILS LCEIIIN 119;L
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 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
Reserve Amount 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
A,ount.
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 S shall reduce the amount of semi-annual
ie,poit-3
or purchase Parity Obligations.
GTOV,rN\Uti1SysRevRefg\15\De1: Ordinance 13
OF I I Wma I M Wo I MR. I I We r, A-- os- W I I
ORION %1' —0 I-Anpull'! 1141111-1-11101-17, 111*1"I'llW110"W"1011 Ilk 110 01,109 1,11111p"�'g It"vlr,; NARI NIL—, %-RWti. fi1 .:Is- 4719nn" $11~2W
the next available unallocated Pledged Revenues, or from any other sources avai le for such
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 OF
INVESTMENT 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
expended from any fund will be available at the proper time or times. All such investments shall
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
akti-afitr&e a -o# rf irri-ing'Arrg i that-&afektq
of participation clearly evidencing the investment Or investment pool in which such money is
invested and the share thereof purchased with 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.
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
GTOWN\Uti1SysRevRefg\15\De1, Ordinance 14
iue on the Parity Obligations. The Paying Agent/Registrar shall destroy all paid Parity Obligatiom
and furnish the City with an appropriate certificate of cancellation or destruction. I
Section 17. RATES AND CHARGES. For the benefit of the Holders of the P
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 a I
experience and with due allowance for contingencies, to produce Gross Revenues in each Fisc,,,
Year reasonably anticipated to be sufficient:
B. to produce Pledged Revenues at least equal to the greater of 1.25 times the Average
Annual Debt Service Requirements or I.tO times the Maximum Annual Debt Service
Requirements;
C. to produce Pledged Revenues in amounts sufficient to enable the City to make the
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 Ci expects will be utilized to pay all or part of the
ity
& 4 L -t v icient to a the
#ffJ*fprstjL-a -,e4l at4isde,%cribedi tis subsection D . suff
79—If
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
Revenues for the Fiscal Year covered thereby were less than necessary to meet the requirements
ations of the &,tstern 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 flifther covenants and agrees that in
accordance with and to the extent required or permitted by law.
GTOWN\UtiISysRevRefgNI5\DeI: Ordinance 15
(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
(b) Cily's Legal Authorijy. It is a duly created and existing home rule city of the State
0 -
that all action on its part for the creation and issuance of the Bonds has been duly and effectively
taken, and that the 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
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 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
JjVe&
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
mechamic's, 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
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
*utstanding 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
tif the services and facilities of the System, payment of the reasonable value shall be made by the
* i V, * :ues -#-if the Swstem, unless made from
surplus or excess Pledged Revenues as permitted in Section 14.
(f) Further Encumbrance. While the Parity Obligations are outstanding and unpaid
will not additionally encumber the Pledged Revenues in any manner, except as permitted in tj
GT0WN\Ut11SysRevRefg\15\DcL Ordinance 16
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 subo inate ien
on the Pledged Revenues is specifically recognized and retained.
(g) Sale or Disposal of Prop�gy. 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
or substantial part of the System if (D 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
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.
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 responsib e 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
101 41111, extended coverage insurance insurance against da
GTOWN\UtiISysRevRefg\15\DeI: Ordinance 17
(i) for the redemption prior to maturity of the Parity Obligations, ratably in the
roportion 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 pnincipal of any such series is not subject to redemption, it shall not be regarded as
Outstanding in making the foregoing computation; or
note) I
LHU �1111 flasc �'Wrlct' I 19� F, W,
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.
M-1 - 11114011131
zu Orr
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 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,
to or necessary with respect to the acquisition, construction, equipment, operation and maintenance
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
GTOVVN\Uti1SysRcvRcfg\15\De1: Ordinance 18
100 wows
Agency then maintaining a rating on any farity,11511gation defivers a YeTter to Ine To Vie em.7,
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
��i ke�v and
maintain a separate and complete system of records and accounts pertaining to the operations of
the System in which fall, 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 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
Y r 1* audit urt of such records and accounts to be made b —Accountant.
111101 Two HIM
6-r-JU=0 mu It -
(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 Tax -Exempt
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 "disyrwi-ortionate-" wi hin the me ning fbY
t- -ar— of section 141 3�,, of the Code_,
to the governmental
(4) to refrain from taking any action which would otherwise result in the Tax -
Exempt 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 Tax -Exempt 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 Tax -Exempt Bonds,
directly or indirectly, to acquire or to replace funds which were used, directly or indirectly,
to acquire investment property (as defined in section 148(b)(2) of the Code) which
produces a materially higher yield over the term of the Tax -Exempt Bonds, other than
investment property acquired with --
(A) proceeds of the Tax -Exempt Bonds invested for a reasonable temporary
period of 3 years or less or, in the case of a refunding bond, for a period of 3 0 days
or less until such proceeds are needed for the purpose for which the ax -Exempt
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
Tax -Exempt Bonds;
(7) to otherwise restrict the use of the proceeds of the Tax -Exempt Bonds or
amounts treated as proceeds of the Tax -Exempt Bonds, as may be necessary, so that the
Tax -Exempt Bonds do not otherwise contravene 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
GTOWN\UtiISysRevRcfg\15\DcI: Ordinance 20
-eqI i
Code and to pay to the United States of America, not later than 60 days after & Tax -
Exempt Bonds have been paid in fall, 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 order to facilitate compliance with the above covenant (8), «.,.
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 Tax -Exempt 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 Tax-
uld" -
extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not
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 Tax -Exempt Bonds, the City
agrees to comply with the additional requirements to the extent necessary, in the opinion of
r n__
zed bond counsel ' to igeserve the exemiction from federal income taxatio of
interest on the Tax -Exempt 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 Tax -Exempt Bonds. This Ordinance is intended to satisfy the official intent
requirements set forth in Section 1. 150-2 of the Treasury Regulations.
- - - - - - - - - - - - - - - -
le p-lopU L7"U11111plising PerYoulal plvr�!'Cm �W III We 11TUIRdf 17 MV Ff =0
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.
GTOWN\Uti1SysRevRefg\15\De1: Ordinance 21
Section 21. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual ..•#,
The City shall provide annually to the MSRB, (1) within six months after the end of each fiscal
year of the City ending in or after 2015, financial information and operating data with respect to
the City of the general type included in the final Official Statement authorized by Section 13 of
this Ordinance, being information of the type as determined by the Pricing Officer in the Pricing
4Rft-6@V&V-1" ti*640�
then available, and (2) if not provided as part of such financial information and operating data,
audited financial statements of the City, when and if available. Any financial statements to be
provided shall be (i) prepared in accordance with the accounting principles described in Exhibit
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 in substantially the form included in the official
statement, and (ii) audited, if the City commissions an audit of such financial 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 12 months after any such fiscal year end, then the City
shall file unaudited financial statements within such 12 -month period and audited financial
statements for the applicable fiscal year, when and if the audit report on such statements becomes
available.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
provide financial information and •# •. 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.
(b) Certain Event Notices. The City shall notify the MSRB, in an electronic forniat 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 • the Internal Revenue • of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701—TEB) or
GTOWN\Uti1SysRevRefg\15\De1: Ordinance 22
or other events affecting the tax-exempt status of the Bonds.
G. Modifications to rights of holders of the Bonds, if material within the meaming of
the federal securities laws-,
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 meaning of the federal securities laws;
IMMAM slim
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 • the federal securities laws.
The City shall
• the MSRB, in an electronic • 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 obsel
and Derform the covenants suecified in this Section for so Iona as. but onlv for so long as, th Ci
IN"N1116.11
i• I ITWITITININIIHIME MIN I - -
=17=0 17TC-1 III alij %, r%,IIL T1111 j;ITC II%ItLIUC 121 UIIjW*?IIFZ5IL 11hWtc I OCLA14W�
Ordinance that causes the Bonds no longer • • 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
'A—
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provIG';
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
• information that may be relevant or material to a complete presentation • the City's financial
results, condition, or prospects or hereby undertake to update any information provided in
GTOWN\UtilSysRevRefg\15\Del'Ordinance 23
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• t
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT ' FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT O. WITHOUT FAULT ON ..
SPECIFIEDCOVENANT IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY
SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR AdANDMUS OR SPECIFIC
PERFORMANCE. !.
i •e « #Tcacii louWE • `IULIL JAMI-Cf LIUS ITTIL111UHUC• • i t # i 4M14111 1911
Ordinance.
s i a t•, -! M01
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
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering a Bonds compliance !• i iamendments
iinterpretations .� of Rule since offering well as such changed circumstances and
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
ofthis Section,shallinclude with any amended financialinformation or operatingdata
next
provided in accordance with paragraph (a) of this Section an explanation, in narrative form, of the
i#� s i. • • • 'f.i • - a a `�-. i •' i i' i r
the extent that the
provisions of • i not prevent a- from
purchasing or selling Bonds in the primary offering of the Bonds.
Section 22 ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. (a) The
City shall have the right and powerat any time and from time to time and in one or more series or
GTOWN\Uti1SysRevRefg\15\De1: Ordinance 24
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
Pariqi-�gadons-ftomAklien
on and pledge of the Pledged Revenues herein gr ted.
(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
trit; tI rifixirw) 1#3At&4r*4Li!*-'W ItfiL"k,
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
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
UG INS
CUCUL LIIUL Me %-ILJ IN 1141L III &CIULIL US L4I '[--UTCIIWIL, I Latt 11 IF ICII ITT
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 Lte 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
after the issuance of the thenprovosed Additional Parity Oblintions and 1.10 times
R.M.,
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 • Net Earnings for any of the purposes described in this
C -n
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 Accountanfs certification or opinion based on such change in rates
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
#
(i) the failure to make payment of the principal of or interest on any of the Bonds
GTOWN\UtiISysRcvRefg\15\DcI: Ordinance 26
ZIMM��
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materiall adversely affects the rights
Y,
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
'IL,- - ii I Is 1Z
" *i 4, rt ig - - - laI
0311=4 ��
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized reDresentative thereof includine, but not limited to, a
-- i =-- •-. 0
cc III UIC LY Iff-VOCTIF O*111CIU1 L;UP;UU1LJ, t•if L11C. IF49;L( OR, , SM's
the rialits 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.
(1) 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 everx other remedpaeiven 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
rei
,arese If IT!
uplels'lual for PCC'LkLUk1 uILY •. i. UIC +MUCTS0111�11111PJCCS VE LFLISMCS 411 L110
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
GTOWN\Uti1SysRevRefg\15\De1: Ordinance 27
W _W[J. DIM -1-100,
A,
101,11.0109,11.11 W -M -- 012� , M-
ev'r-I'Anwiff
due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have
a the aivina
ETYMYL 19=1 Lit ULA- IIILCECSL III S11 UCII-TrIff-ey-as—TF,
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 princi ip al and interest shall be payable solely from such
I �
money or Defeasance Securities and thereafter the City will have no further responsibility with
respect to amounts available to such Paying Agent/Registrar (or other financial institution
iermitted bi awlicable law) for the ent of such Defeased Bond, includin anv insufficien 'I
by law) to receive payment when due on the Defeasance Securities.
(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
and interest thereon with resrAect to which such monexi
has been so deposited, shall be remitted to the City.
- MIM uv ME pITIFTYRTITis TY uns aMoN9177, MY MIFTIF1 1'r
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 theTk, had not been defeased, and the CitsL��ILQxer
GTOWN\Uti1SysRevRefg\15\De1' Ordinance 28
4
am .• •:: mutlian
for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
!'I ciliti ad It
the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is
furnished as above provided in this Section.
(d) Charge for IssuiLig Replacement Bonds. Prior to the issuance of any replacement bond,
the Paying Agent/Registrar shall rintiniti
and other expenses in connection therewith. Every replacement bond issued pursuant to the
provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall
GTOWN\UtiISysRevRefg\15\DeL Ordinance 29
constitute a contractual obligation of the City whether or not the lost, stolen or destroyed 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 Bonds duly issued under this
Orditavee.
(e) Authorily for Issuing Replacement Bonds. In accordance with Subchapter D of
Chapter 1201, Texas Government Code, this Section of this Ordinance shall constitute authority
2 mff r f4
body of the City or any other its 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 Bonds in the form and manner and with the effect, as provided
in Section 5(a) of this Ordinance for Bonds issued in exchange for other 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. -
(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
'mypb 11 dftkf�:&n-r!
v-s�* IALiialij illiqed r"ev4w-c-tt aids.4,211 st?.te Vv9.t,?. cievv Aere*f is *1 fil
is given to each registered owner of the Parity Obligations.
GTOVy'N\Uti1SysRevRefg\15\De1: Ordinance 30
kc, 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 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
all the holders of then outstanding Parity Obligations shall thereafter be determined, exercised and
enforced hereunder, sub. ect in all respects to such amendments.
9
(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
in jin- r)
11 �zi vp and b' d' _011_a
e I VILT STC M CIJCAl I C.,
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
Q
t --n jij the amounts and nurnbers of such Parity Obliiations and the
"-6 Will i
jaw-'Vll LIMII
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
Mlwisrw-i�l' tr-t* right or -yower herein -reserve
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
�egard 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,
GTOWN\UtiISysRcvRefg\15\DeI: Ordinance 31
(3) To make any changes or amendments requested by any Rating Agency, as a
condition to the issuance or maintenance of a rating, which chan es 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
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.
#
14111114,4110N,
t,,ILJ is nereoj, &IJwiLlwo- 117' is LCU d11U U011TUECU 1101-C
all necessary records and proceedings pertaining to the 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
Bonds said Comptroller of Public Accounts (or a deputy designated in writing to act for said
Comptroller) shall manually sign the Comptrolle?s Registration Certificate attached to such
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 oytion of the •Cit,,L_b_e_vrinted on or attached to the 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 Bonds.
Section 33. APPROVAL OF OFFERING DOCUMENTS, PAYING
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 forni,
GTOWN\Uti1SysRcvRcfg\15\De1'. Ordinance 32
witti sucft eftanges ttierein or actaitions W rMff,
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
�%JA jraAlu va an 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
�-iall textuswi4,nrovisio
I IN
City's costs of refunding, (c) to comply with all applicable laws and regulations relating to the
refunding of the Refunded Obligations and (d) to carry out the other intents and purposes of this
Ordinance; and, the 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 Cityls costs of refunding,
zeft-n-n-of -the Refunded Obligadon&shallJbt_c��r
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
or paying agerrjr registrars, as appropriaLe, 37 71,711 -
by the documents authorizing the issuance of such Refunded 0 ligations.
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
defeagance escrow established to defease Refunded Obligations, and to execute any and all
subscriptions, purchase agreements, commitments, letters of authorization and other documents
I ictijQj ore t
737-5 jetif
TaTinea anct approveci, aircrku) it MITILT-TIMATI 01 uydrcIrM47011
Ar
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 a-• 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
GTOWN\Uti1SysRevRefg\15\De1: Ordinance 33
w em I MR I I mm ILI! I I I rg I I mdrl I% -Ug
Section 36. 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
2ints, a -td gs and to execute- acknow edge and deliver in the name and under the coMorate seal
WORM,". Mam-INN111111 ra
j UE L4 UdEfj VLL L11C Wilt Pills, 11 16111111S 1111 LIUS Implitiliallue—'alo 0,1UP11
the initial sale and delivery of the 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 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 Bonds by
the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Bond shall cease to be
such officer before the delivery of such 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 37. INTERPRETATIONS. All terms defined herein and all pronouns used in
this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The
he din•s of he articles and sections of this Ordinance and the Table of Contents of this
I KQ ir. 11 WrM6141 I R1 I IN U-14 Wo]
Ten MITZI-,
purposes s I er n TRE im
pledge of the Pledged Revenues to secure the payment of the Bonds.
Section 38. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are h--
-# -#
eepealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
Section 39. 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
2-W
Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations,
GTOWN\Uti1SysRevRefg\15\De1: Ordinance 34
Pik
7W-jr1-W§TP I Maw -
sole and exclusive benefit of the City and the registered owners of the Bonds.
Section 40. 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 41. SEVERABILITY. if any provision of this Ordinance or the application
4,
lot 41111W19 11111 a_-_ W
VV-
-4"tj iii -ti ivterest jj"*�jja J* ki j,jj eii,ires as it determines are
jj jal
redsolidulu dilu ILIVT W -W4,111i'Vij THL11 L110 a,41sucaulc 47 Cyr =pc Y,
Business & Commerce Code and enable a filing to perfect the security interest in said pledge to
occur.
Section 44. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby
authorizes the disbursement of a fee equal to the lesser of (1) one-tenth of one percent of the
T in,? iomtoft-heBo-tioLs—o-r-(ii�-a9')O�-L�dz"yat-such-fe�ll-m
MUNN
VY Lilt; 3 Law 01 1 U�Kds WE UIC taLumej,
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 ftmds for such payment
from proceeds of the Bonds.
GTOWN\Uti1SysRevRefg115\De1: Ordinance 35
IN ACCORDANCE WITH SECTION 1201.028, Texas Goverment Code, passed and
approved • the first and final reading • the 12th •. • May, 2015.
Dale Ross, Mayor
City
• Georgetown, Texas
ATTEST:
m
GTOWN\Uti1SysRevRefg\14: 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.
"Accreted Falueo� means, with respect to a Premium Compound Interest Bond, as of any
particular date of calculation, the original principal amount thereof, plus all interest accrued and
compounded to the particular date of calculation, as determined in accordance with the Pricing
Certificate and the Accretion Table attached as an exhibit to the PricinR Certificate relating to the
respective Bonds that shows the Accreted Value per $5,000 maturity amount on the calculation
date of maturity to its maturity.
d Me AccreteO-T alues ana maturity MaRRUN! inereopt as Uj- cauil %-UuLX
final maturity.
"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
4airrarwe arri-i'AfkAl #44+&a6*i7fs-arc-c,
of the Pledged Revenues on a parity with the outstanding Parity Obligations and the 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
9.wiarct for retirement of such Tenn Bonds (whether at maturity or by mandatory redemption and
M1. MINOR - WOEM 0
Term -bonds shall be sulticientio tit vicLeiorreEirementoitne aggregaLCPr111C1PU1 Wilutill lowls,
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
other than b,.), 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
at 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
GTOWN\Uti1SysRevRcfg\12: Ordinance A-1
on a level debt service basis at an assumed interest rate equal to the rate home by such
Balloon Debt on the date of calculation-,
(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 pen -nit the retirement of), or for the
accumulation of a sinking fimd for (and the instrument creating such Balloon Debt shall
permit the accumulation of a sinking fund for), such Balloon Debt according to a fixed
schVii ule stated in such certificate ending on or before the Fiscal Year in I su
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
ey---
6h*--sh Debt on or before the times
required by such schedule; and provided further that this clause (2) shall not app ere
the City has elected to apply the rule set forth in clause (1) above-,
asi e in trusL) wiln a Tinanciat ITISLILULIon UCLing as TIM
such Debt-, and
determining the Annual Debt Service Requirement with respect to such Parity
Obligations);
r Fric lose ��UJTITUTT=W,
[!,eriod shall be taken into account in making such calculation and, with respect to prospeciiI
calculations, only those payments reasonably expected to be made in the subject period shall
I I
Laken into account in making the calculation. 0
"Average Annual Deht 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 tr�ated 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 Insurermeans any entity that 'insures or guarantees the payment of principal al
interest on any Bonds or the provider of a Reserve Fund Obligation.
"Bonds" means the Bonds and includes collectively the Premium Compound interest
Bonds and Current Interest Bonds initially issued and delivered pursuant to this Bond order and
the Pricing Certificate and all substitute Bonds exchanged therefor, as well as all other substitute
bonds and replacement bonds issued pursuant hereto, and the ten -n "Bond" shall mean any of the
Bonds.
"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. 11 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.
` Compounded Amount" means, with respect to a Premium Compound Interest Bond, as of
any particular date of calculation, the original principal amount thereof plus all interest accrued
and compounded to the particular date of calculation.
"Compounding Dates" means the dates on which interest is compounded on the Premium
Compound Interest Bonds as set forth in the Accretion Table attached to the Pricing Certificate.
GTOWN\Uti1SysRevRef9\15: Ordinance A-3
"Current Interest Bonds" means the Bonds paying current interest and maturing in each of
the years and in the aggregate principal amounts set forth in the Pricing Certificate.
(1) all indebtedness payable from Pledged Revenues and/or Net Revenues incurred or
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
a reement-
hr
7jj 9 a*to ou
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
ko e
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) evi ence of
such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall
j,11 * a accepted accounting
1 d 6ej _,jj A
_ _jj
_jjjj _ irall 4
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principlus applicu 011 d FUNIN L411SRA0111 7TrLIr LIM-Iff
Years.
"Defeasance Securities" means (1) 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
or a coMpV, munici ialit-,,,, or other
a*,ed"#"mkxsyrw--Uable obli-ations of a state or an aeenc-
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
11,yr6*"f a&e3ertw
f
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.
GTOWN\Uti1SysRevRefg\i5- Ordinance A-4
"DTC" means The Depository Trust Company, New York, New York and its successors
and assigns.
"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.
"Escrow Agent" means The Bank of New York Mellon Trust Company, Nationn-1
Association, Dallas, Texas or any successor escrow agent under the Escrow Agreement. I
oil
I WHI I I MaIIIIIIIIIIIIII 100 1111.4141int-0 Irtr4wiffefflol I 11W.1 I 96101we I Ito a I IrXW,!W1Wqrg
LIIW46N I[ I m 5 man I I mill! v! I I v ps 4 1 a
"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.
the option of the City to a date, more than one year after the original creation or assumption of
such Debt by the City.
"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
Ae iisieai i-cclij TIIII ii T Fmd creat. -A
hereafter pledged to the payment of all Parity Obligations.
"Holder" or "Holders" means the re istered owner, whose name appears in the Security
91
Re ister for any Parity Obligation.
91
"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.
GTOWN\Uti1SysRevRefg\15: Ordinance A-5
"Initial Bonds" means the Bonds authorized, issued, and initially delivered as provided
Section 4 of this Ordinance. i
"Interest and Sinking Fund' means the special Fund maintained by the provisions of
Sections 8 and 11 of this Ordinance.
"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
ment of thegoverning
body of the City, are necessary to keep the System in operation and render adequate service to the
,I-
4&
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now or hereafter defined as operating expenses by the Legislature of Texas. Depreciation shall
never be considered as a Maintenance and Operating Expense.
"Maximum Annual Debt Service Requirements 11 means the areatest requirements of Annual
Debt Service Requirements (taking into account all mandatory princi al redemption requirements)
ip
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 qf the City's System" mean all Gross Revenues
remaining after deducting the Maintenance and Operating Expenses.
1110 1 Fill �
I Ill 11 lil � i i ! ii lei
"Outstanding" , when used with respect to Parity Obligations, means, as of the date of
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-,
GTOWN\Uti1SysRevRefg\15: Ordinance A-6
(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.
"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
the �refun�dinq-��.&Lajg,,nap-ble 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 -
4,r rjo4wgiI air-iiJ--itt,-.--#W-feic4zi�wovemment,or an -k, other fcublic or icrivate source whether
[!;ursuant 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.
"Premium Compound Interest Bonds" means the Bonds on which no interest is paid prior
to maturit%
�*.. maturi nt as set forth in the
Pricing Certificate.
nPreviously 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 2003," "City
of Georgetown, Texas Utility System Revenue Bonds, Series 2005,01 "City of Georgetown, Texas
Utility System Revenue Bonds, Series 2006, " "City of Georgetown, Texas Utility System Revenue
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 Bonds, Series 2012"
and "City of Georgetown, Texas Utility System Revenue Bonds, Series 2015."
"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.
GTOWN\Uti1SysRevRcfg\15: Ordinance A-7
"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,
wethod ji ict tj the exclusion of all others, but rather is a spectrum of 12ossible 4ractices, methods
or acts which could have been expectect to accompilsti Itie aesirea resuit at Ifie lowest reasoname
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 Date as defined in the Form of Bonds in Exhibit "B " to this
Ordinance and the Pricing Certificate.
"Refunded Obligationstv 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.
"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.
GTOWN\Uti1SysRevRefg\15: Ordinance A-8
"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 l5c242, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
and (ii) incorporate any ot er ut ity system as p v e y t e aws o A e 't e o exa
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.
GTOWN\Uti1SysRevRefg\15: Ordinance A-9
`Tax -Exempt Bonds" means the Bonds bearing interest which is excludable from groi
Encome for federal taxation purposes pursuant to Section 103 of the Internal Revenue Code.
111111 �� I !I! lig! I z I 1111� I lig I s� I I I
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"Term of issue" means with respect to any Balloon Debt, a period of time equal to tf
greater of (i) the period of time commencing on the date of issuance of such Balloon Debt a]
ending on the final maturity date of such Balloon Debt or (ii) twenty-five years.
GTOWN\UtiISysRevRefg\15: Ordinance A-10
Jam I- I pi V 0
(All blanks and any gppropriate or necessgy insertions or deletions, to be cowleted as
determined by the Pricing Officer in the Pricing Certificate.)
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
logo
WILLIAMSON COUNTY
SERIES 2015
ON THE MATURITY DATE specified above, GEORGETOWN, TEXAS (the "City"),
S44i-i
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
l 44 gir i n Ho, totna -he interest r t annum: s ecified
*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\lJtilSysRevRefg\l5: Ordinance B-1
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 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 Bank of New York
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 of this Bond (the "Ordinance") to be on deposit with the Paying
1 r f r uch ea h raft shall be sentb
1. 2511 Ills A I
the date of mailing of such notice.
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.
Al WRADIOT I 1110KV-13kyj IUIIOI121 0 1919 JaLMIN : I I
III II
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.
GTOWN\UtilSysRevRefg\l5: Ordinance B-2
IMU" W W WAIRULA
antarman
4"
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 it 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, fLmds of the City required by
Uri e or s on ma eavaliameto e gentWegistrar, Trom Me,
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\15: Ordinance B-3
ANY ACCRUED INTEREST 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 DATE 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
Wrowi t e.. then the to "�,Ament� lw is
�fiall Ahe n k,1r, I
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 REFUNDING THE REFUNDED
I PJK#7*
THE BONDS.
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 o tion
5 p
of the City, with funds derived from any available and lawful source, at par plus accrued interest
to the date fixed Lor redempotion ,s, 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
of par plus accrued interest to the redemption date ("Term Bonds").
Term Bonds Maturing on 20
Redemption Date—* Principal Amount
20_ $
20 t $ f
t Final Maturity
*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\15: Ordinance B-4
THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to
2 A
requirement.]**
NO 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
e ita, the 4-541 dav i *
nerein or in ine senaing-T I I 1 -1001, SHUR 110 L U11CU L L11t; TU11(J1 LJ Ur C I I r
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 is 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 Bond or Bonds having the same maturity date, bearing
interest at the same rate. in anv denomination or denominations in anv inte, 000"
I I oil -
cancellation, at the expense of the City, all as provided in th_O i
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
.,itisfactigiv of-paici nrereguisites
and sufficient moneys are not received, such notice shall be of no force and effect, the City shall
**Use of Term Bonds, if any, to be deterrained by the Pricing Officer.
GTOWN\Uti1SysRevRefg\15: Ordinance B-5
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 of this
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
er this Bond must be -presented and surrendered to the Paying Agent/Registrar, together with
Mrs M-. w M-1 Ito
r, wp
any integral multiple of $5,144 to Me assignee or as 0�
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
I I* be 94d-wit't res ect thereto shall be iaid bi the one re&estin,
-imm-mil
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 of the 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.
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 of this
Bond have been performed, existed, and been done in accordance with law; that this Bond is a
special obligation of the City, and that the interest on and principal of this Bond, together with the
GTOWN\Ufi1SysRevRefg\15-. Ordinance B-6
11 77""Mmj M"T
ullu SMAXOt VJr Ll 11fZ11 W11 11'Yeage or
described as the City's combined electric, waterworks and sewer system), all as provided in the
Bond Ordinance.
THE CITY also has reserved the right, subject to restrictions stated in the Ordinance, to
Mue-A", ifitif-21 irW �z nraie
secured by a first lien on and pledge of, the Pledged Revenues of the System in the same manner
and to the same extent as this Series of Bonds.
M
THE CITY also has reserved the right, subject to restrictions stated in the Bond Ordinan(KQ
to issue Subordinate Lien Obligations payable from and equally and ratably secured, in whole
in part, by a lien on and pledge of the Net Revenues (as defined in the Bond Ordinanc
subordinate and inferior in rank and dignity to the lien on and pled2e of such Net Revenu
securing payment of the Bonds, the Previously Issued Parity Obligations or any Additional Pari
Obligations. I
THE OWNER HEREOF shall never have the right to demand payment of this Bond oul
of any funds raised or to be raised by taxation.
=T`pr=o=VT10nS, ZICAE107TICLIgUS Wal I I
an M Tor inmp
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 WITNESS 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 Mayor
[CITY SEAL]
I all) 2UT 9 1. 1 11 ��•
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
GTOWN\Uti1SysRevRefg\15' Ordinance B-7
It is hereby certified that this Bond has been issued under the provisions of the Ordinance
ot, or in exchange tor, a Sond, f)oncts, or a portion oT a j5ona or jr5oncis or a 3eries ITITC.11 unguldlij
was approved by the Attorney General of the State of Texas and registered by the Comptroller of
Public Accounts of the State of Texas.
Dated THE BANK OF NEW YORK
MELLON TRUST COMPANY,
NATIONAL ASSOCIATION
Paying Agent/Registrar
By
Authorized Representative
ASSIGNMENT
- a- 4 - -• - -
Please insert Social Security or •.
Identification •- of Transferee i
including zip code, of Transferee)��l
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
GTOWN\Uti1SysRevRefg\15: Ordinance B-8
Signature Guaranteed:
NOTICE: • must be
guaranteed by a member firm of
the New York Stock Exchange or
in
NOTICE: The signature abov
•' alteration • enlargement
or any change •'`
all I I I
I. -Tel a 170 1 05M N I I IN 1k
0
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 • Public Accounts of the State • Texas.
Witness my signature and seal this
• the State • Texas
(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
fWMATURITY DATE" shall i♦ be completed with the words "As shown below" and
'CUSIP NO." shall be deleted.
"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
GTOWN\Uti1SysRevRefg\15: Ordinance B-9
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 Rate
•: 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
gut'IteTttication is later than the first Record Date (hereinafter defined), such -orinci-pal amount shall
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."
(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 •• •' completed with the words "As shown below" and
"CUSIPbe deleted.
'THE CITY OF 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 Payment at Maturity on in
schedule:
Maturity Maturity Date* Interest
Amount Rate
*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\l5: Ordinance B-10
(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 IL 20 For
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convenience of reference, a table appears on the back of this Bond showing the "Compounded
Amount" oftheo* * tincij%al amount �tlus initial itremium, if anW,,er 0 5 .000 Maturito Amount
compounded semiannually at the yield shown on such table."
C. the Initial Premium Compound Interest Bond shall be numbered "TPC -1 I
GTOWN\Uti1SysRevRcfg\15: Ordinance B-11
111111, Ii ljzllrli!�
The following information is referred to in Section 21 of this Ordinance.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the City's annual financial statements.
GTOWN\UtiISysRevRefg\15: Ordinance C-1
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the t2th day of May, 2015.
Da e Ross., Mayor
City of Georgetown, Texas
rNwim—
Jes Brettle, City'Secretary
APPROVED AS TO FORM:
By:
Bridget Chapman
City Attorney
GTOWN\Uti1SysRevRefg\14: Ordinance SigPgOrd