HomeMy WebLinkAboutORD 2017-29 - Utility System BondsCERTIFICATE FOR ORDINANCE NO. P-01 —
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THE 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 25th
DAY OF APRIL, 2017, at Council Chambers, 101 E. 7th Street, Georgetown, Texas (the
"Meeting"), and the roll was called of the duly constituted officers and members of the City, to -wit:
Dale Ross, Mayor
Steve Fought, Mayor Pro Tem, Councilmember District
Anna Eby, Councilmember District 1
Keith Brainard, District 2
John Hesser, Councilmember District 3
Ty Gipson, Councilmember District 5
Rachel Jonrowe, Councilmember District 6
Tommy Gonzalez, Councilmember District 7
and all of the persons were present, except the following absentees: , thus constituting
a quorum. Whereupon, among other business, the following was transacted at the Meeting: a
written
ORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM
REVENUE AND REFUNDING BONDS, SERIES 2017; AUTHORIZING THE PLEDGE
OF CERTAIN REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING I
AGENT/REGISTRAR AGREEMENT, AN ESCROW AGREEMENT, AN OFFICIAL
STATEMENT AND OTHER RELATED DOCUMENTS; CALLING CERTAIN BONDS
FOR REDEMPTION 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 and
seconded that the Ordinance be passed on first reading; and, after due discussion, said motion
carrying with it the passage of the Ordinance, prevailed and carried by the following vote:
AYES: 7
NOES: D
2. A true, full and correct copy of the Ordinance passed at the Meeting described in
the above and foregoing paragraphs is attached to and follows this Certificate; that the Ordinance
has been duly recorded in the City Council's minutes of the Meeting; that the above and foregoing
GTO WNWSR&RBU019: OrdinmceCert
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 551, Texas Government Code.
3. The Mayor of the City has approved and hereby approves the Ordinance; that the
Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor and
the City Secretary of the City hereby declare that their signing of this Certificate shall constitute
the signing of the attached and following copy of the Ordinance for all purposes.
GT0WNIUSR&RB\2017: OrdinaoceCert
SIGNED AND SEALED the 25th day of April, 2017.
City Secretary
[CITY SEAL]
GTO W N\USRB@017: OrdinmceCert
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Mayor
SIGNED AND SEALED the 25th day of April, 2017.
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City Secretary
[CITY SEAL]
GTOWNIUSRB\2017; Ordtn mCert
Mayor
SIGNED AND SEALED the 25th day of April, 2017.
City Secretary
[CITY SEAL]
GTO W N%USRB\2017: Or&mceCe
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Mayor
SIGNED AND SEALED the 25th day of April, 2017.
City Secretary
[CITY SEAL]
GTO W MUSRB12017: OrdinmceCw
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Mayor
SIGNED AND SEALED the 25th day of April, 2017.
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City Secretary
[CITY SEAL]
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Mayor
ORDINANCE NO.
ORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM
REVENUE AND REFUNDING BONDS, SERIES 2017; AUTHORIZING THE PLEDGE
OF CERTAIN REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING
AGENT/REGISTRAR AGREEMENT, AN ESCROW AGREEMENT, AN OFFICIAL
STATEMENT AND OTHER RELATED DOCUMENTS; CALLING CERTAIN BONDS
FOR REDEMPTION AND AUTHORIZING OTHER MATTERS RELATED TO THE
ISSUANCE OF THE BONDS
Adopted April 25, 2017
ORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM
REVENUE AND REFUNDING BONDS, SERIES 2017; AUTHORIZING THE PLEDGE
OF CERTAIN REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING
AGENT/REGISTRAR AGREEMENT, AN ESCROW AGREEMENT, AN OFFICIAL
STATEMENT AND OTHER RELATED DOCUMENTS; CALLING CERTAIN BONDS
FOR REDEMPTION AND AUTHORIZING OTHER MATTERS RELATED TO THE
ISSUANCE OF THE BONDS
Table of Contents
=WNWSs \2017-.odi=m
Page
Recitals.............................................................................................................................................
l
Section 1.
DEFINITIONS.........................................................................................................1
Section 2.
AMOUNT AND PURPOSE OF THE BONDS......................................................1
Section 3.
DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF THE BONDS............................................................................2
Section4.
INTEREST...............................................................................................................2
Section 5.
CHARACTERISTICS OF THE BONDS................................................................3
(a)
Registration, Transfer, and Exchange; Authentication............................................3
(b)
Payment of Bonds and Interest................................................................................4
(c)
In General.................................................................................................................4
(d)
Substitute Paving Agent/Registrar...........................................................................4
(e)
Book -Entry -Only System for Bonds........................................................................4
(f)
Successor Securities Depository; Transfers Outside Book -Entry -Only
Systems....................................................................................................................5
(g)
Payments to Cede & Co...........................................................................................6
(h)
DTC Blanket Letter of Representations ...................................................................6
(i)
Cancellation of Initial Bond.....................................................................................6
Section 6.
FORM OF BOND....................................................................................................6
Section 7.
PLEDGE OF PLEDGED REVENUES...................................................................6
Section8.
SPECIAL FUNDS...................................................................................................7
Section 9.
REVENUE FUND...................................................................................................7
Section 10.
FLOW OF FUNDS..................................................................................................7
Section 11.
INTEREST AND SINKING FUND........................................................................8
Section 12.
RESERVE FUND....................................................................................................8
Section 13.
EXCESS BOND PROCEEDS...............................................................................11
Section 14.
DEFICIENCIES - EXCESS PLEDGED OR NET REVENUES ..........................11
Section 15.
INVESTMENT OF FUNDS - VALUATION - TRANSFER OF
INVESTMENTINCOME .....................................................................................12
Section 16.
PAYMENT OF PARITY OBLIGATIONS...........................................................12
Section 17.
RATES AND CHARGES.....................................................................................12
Section 18.
GENERAL COVENANTS....................................................................................13
(a)
Performance...........................................................................................................13
(b)
City's Legal Authority............................................................................................13
(c)
Title........................................................................................................................14
(d)
Liens.......................................................................................................................14
=WNWSs \2017-.odi=m
(e)
Operation of System; No Free Service ..............................................
(fl
Further Encumbrance.........................................................................
(g)
Sale or Disposal of Property..............................................................
(h)
Insurance............................................................................................
(i)
Governmental Agencies ....................................................................
G)
No Competition..................................................................................
(k)
Disaggregation of System..................................................................
Section 19.
RECORDS AND ACCOUNTS - ANNUAL AUDIT .......................
Section 20.
COVENANTS REGARDING TAX EXEMPTION OF INTEREST
Section 25.
Section 26.
Section 27.
Section 28.
Section 29.
Section 30.
(a)
(b)
(c)
(d)
(e)
Section 31.
Section 32.
Section 33.
Section 34.
Section 35.
Section 36.
Section 37.
ISSUANCE OF SPECIAL PROJECT OBLIGATIONS...
LIMITED OBLIGATIONS OF THE CITY ......................
SECURITY FOR FUNDS .........
DEFAULT AND REMEDIES...
DEFEASANCE OF BONDS.....
....................14
....................14
....................14
....................15
....................16
....................16
....................16
....................17
..17
..17
..19
..19
..19
..19
..20
..20
..21
.....................22
.....................23
DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS..................................................................................................................28
ReplacementBonds...............................................................................................28
Application for Replacement Bonds......................................................................28
NoDefault Occurred..............................................................................................28
Charge for Issuing Replacement Bonds.............._..................................................28
Authority for Issuing Replacement Bonds.............................................................28
AMENDMENT OF ORDINANCE.......................................................................29
SALE AND DELIVERY OF BONDS..................................................................31
CUSTODY, APPROVAL AND REGISTRATION OF BONDS;
BOND COUNSEL'S OPINION, BOND INSURANCE AND
CUSIP NUMBERS................................................................................................31
APPROVAL OF OFFICIAL STATEMENT........................................................31
ADDITIONAL INSURANCE PROVISIONS...................................................... 32
NOTICE OF REDEMPTION................................................................................33
APPROVAL OF ESCROW AGREEMENT, ESTABLISHMENT OF ESCROW
FUNDAND TRANSFER OF FUNDS..................................................................33
GT0WMUSRRH'Y017: owo�
ONTHE BONDS...........................................................................
(a)
Covenants........................................................................................
(b)
Rebate Fund....................................................................................
(c)
Proceeds..........................................................................................
(d)
Allocation Of, and Limitation On, Expenditures for the Project....
(e)
Disposition of Project.....................................................................
Section 21.
CONTINUING DISCLOSURE UNDERTAKING ........................
(a)
Annual Reports...............................................................................
(b)
Event Notices..................................................................................
(c)
Limitations, Disclaimers, and Amendments ...................................
Section 22.
ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS..........
Section 23.
FURTHER REQUIREMENTS FOR ADDITIONAL PARITY
OBLIGATIONS..............................................................................
Section 24.
ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS............
Section 25.
Section 26.
Section 27.
Section 28.
Section 29.
Section 30.
(a)
(b)
(c)
(d)
(e)
Section 31.
Section 32.
Section 33.
Section 34.
Section 35.
Section 36.
Section 37.
ISSUANCE OF SPECIAL PROJECT OBLIGATIONS...
LIMITED OBLIGATIONS OF THE CITY ......................
SECURITY FOR FUNDS .........
DEFAULT AND REMEDIES...
DEFEASANCE OF BONDS.....
....................14
....................14
....................14
....................15
....................16
....................16
....................16
....................17
..17
..17
..19
..19
..19
..19
..20
..20
..21
.....................22
.....................23
DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS..................................................................................................................28
ReplacementBonds...............................................................................................28
Application for Replacement Bonds......................................................................28
NoDefault Occurred..............................................................................................28
Charge for Issuing Replacement Bonds.............._..................................................28
Authority for Issuing Replacement Bonds.............................................................28
AMENDMENT OF ORDINANCE.......................................................................29
SALE AND DELIVERY OF BONDS..................................................................31
CUSTODY, APPROVAL AND REGISTRATION OF BONDS;
BOND COUNSEL'S OPINION, BOND INSURANCE AND
CUSIP NUMBERS................................................................................................31
APPROVAL OF OFFICIAL STATEMENT........................................................31
ADDITIONAL INSURANCE PROVISIONS...................................................... 32
NOTICE OF REDEMPTION................................................................................33
APPROVAL OF ESCROW AGREEMENT, ESTABLISHMENT OF ESCROW
FUNDAND TRANSFER OF FUNDS..................................................................33
GT0WMUSRRH'Y017: owo�
Section 38. NO RECOURSE AGAINST CITY OFFICIALS..................................................34
Section 39.
FURTHER ACTIONS...........................................................................................34
Section 40.
INTERPRETATIONS...........................................................................................34
Exhibit C
Section 41.
INCONSISTENT PROVISIONS..........................................................................34
Notice of Redemption
Section 42.
INTERESTED PARTIES......................................................................................34
Section 43.
INCORPORATION OF RECITALS.....................................................................35
Section 44.
SEVERABILITY...................................................................................................35
Section 45.
EFFECTIVE DATE ...............................................................................................
35
Section 46.
PERFECTION.......................................................................................................35
Section 47.
PAYMENT OF,ATTORNEY GENERAL FEE....................................................35
Exhibit A
Definitions
Exhibit B
Form of Bond
Exhibit C
Description of Annual Financial Information
Exhibit D
Notice of Redemption
Exhibit E
Escrow Agreement
=WMUSx \2017:O di.. iii
ORDINANCE NO.
ORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM
REVENUE AND REFUNDING BONDS, SERIES 2017; AUTHORIZING THE PLEDGE
OF CERTAIN REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING
AGENT/REGISTRAR AGREEMENT, AN ESCROW AGREEMENT, AN OFFICIAL
STATEMENT AND OTHER RELATED DOCUMENTS; CALLING CERTAIN BONDS
FOR REDEMPTION AND AUTHORIZING OTHER MATTERS RELATED TO THE
ISSUANCE OF THE BONDS
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
WHEREAS, the City of Georgetown, Texas (the "City") has determined to issue revenue
bonds for the purpose of financing improvements and extensions to the City's System (hereinafter
defined), refunding certain outstanding obligations and paying professional services including
legal, fiscal, architectural, engineer and any costs of issuance, and the City Council deems it
necessary and desirable to issue such bonds at this time; and
WHEREAS, the City duly issued and there is now outstanding the following obligations:
City of Georgetown, Texas Utility System Revenue and Refunding Bonds, Series
2008 (the "Series 2008 Bonds") and
WHEREAS, the City now desires to refund a portion of the Series 2008 Bonds in the
aggregate principal amount of $2,785,000 as described in the notice of redemption attached as
Exhibit "D" hereto (collectively, the "Refunded Obligations"); and
WHEREAS, the City Council of the City deems it advisable and in the best interest of the
City to refund the Refunded Obligations in order to achieve a net present value savings of
$308,345.32 and the City further finds that the aggregate amount of payments under the Refunded
Obligations exceeds the aggregate amount of payments under the refunding bonds by $354,767.91;
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, and
any other available funds or resources directly with an eligible trust company or commercial bank,
and such deposit, if made before such payment dates, shall constitute the making of firm banking
and financial arrangements for the discharge and final payment of the Refunded Obligations; and
WHEREAS, Chapter 1207 further authorizes the City to enter into an escrow agreement
with an eligible trust company or commercial bank with respect to the safekeeping, investment,
reinvestment, administration, and disposition of any such deposit, upon such terms and conditions
GTOw usaa 0017: omi..
as the City and such entity may agree, provided that such deposits may be invested and reinvested
in certain eligible securities which shall mature and bear interest payable at such times and in such
amounts as will be sufficient to provide for the scheduled payment or prepayment of the Refunded
Obligations; and
WHEREAS, the Escrow Agreement hereinafter authorized, constitutes an agreement of
the kind authorized and permitted by said Chapter 1207; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds hereinafter authorized; and
WHEREAS, the City deems it appropriate to call for redemption the Refunded
Obligations; and
WHEREAS, the Bonds (hereinafter defined) authorized by this Ordinance are being issued
and delivered pursuant to the City Charter and Chapter 1207 and Chapter 1502, Texas Government
Code, as amended, and any other applicable laws; and
WHEREAS, it is considered to be in the best interest of the City that the Bonds be issued;
and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 551, Texas Goverment Code; and
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS THAT:
Section 1. DEFINITIONS. For all purposes of this Ordinance, except as otherwise
expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to
this Ordinance have the meanings assigned to them in Exhibit "A".
Section 2. AMOUNT AND PURPOSE OF THE BONDS. (a) The bond or bonds of
the City further described in Section 3 of this Ordinance and herein defined as the Bonds are hereby
authorized to be issued and delivered in the aggregate principal amount of $27,915,000 FOR THE
PURPOSE OF (1) EXTENDING AND IMPROVING THE CITY'S SYSTEM INCLUDING
(1) ACQUIRING AND UPGRADING ELECTRIC SYSTEM INFORMATION
TECHNOLOGY EQUIPMENT, (2) WATER SYSTEM IMPROVEMENTS TO THE
DOMEL PUMP STATION, (3) WASTEWATER SYSTEM IMPROVEMENTS TO THE
BERRY CREEK LIFT STATION AND FORCE MAIN IMPROVEMENTS AT THE SAN
GABRIEL WASTEWATER TREATMENT PLANT, (111) REFUNDING THE REFUNDED
OBLIGATIONS AND (III) PAYING THE COSTS OF ISSUING THE BONDS.
(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.
c OWMUSx \20»:O di..
Section 3. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF THE BONDS. Each bond issued pursuant to this Ordinance for the purpose
described in Section 2 of this Ordinance shall be designated: "CITY OF GEORGETOWN,
TEXAS UTILITY SYSTEM REVENUE AND REFUNDING BOND, SERIES 2017," and
initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest
coupons, dated May 18, 2017, in the respective denominations and principal amounts hereinafter
stated, numbered consecutively from R-1 upward (except the initial Bond delivered to the Attorney
General of the State of Texas which shall be numbered T-1), payable to the respective initial
registered owners thereof (as designated in Section 32 hereof), or to the registered assignee or
assignees of said bonds or any portion or portions thereof (in each case, the "Registered Owner"),
and the Bonds shall mature and be payable serially on August 15 in each of the years and in the
principal amounts, respectively, as set forth in the following schedule:
Year
Principal
Year
Principal
2018
$1,005,000
2028
$1,485,000
2019
1,145,000
2029
1,265,000
2020
1,175,000
2030
1,315,000
2021
1,240,000
2031
1,355,000
2022
1,305,000
2032
1,395,000
2023
1,370,000
2033
1,440,000
2024
1,435,000
2034
1,485,000
2025
1,505,000
2035
1,535,000
2026
1,580,000
2036
1,585,000
2027
1,665,000
2037
1,630,000
Section 4. INTEREST. The Bonds scheduled to mature during the years, respectively,
set forth below shall bear interest from the dates specified in the FORM OF BOND set forth in
Exhibit "B" to this Ordinance to their respective dates of maturity or redemption prior to maturity
in the manner and at the following rates per annum:
Year
Rate
Year
Rate
2018
5.000%
2028
4.000%
2019
5.000
2029
4.000
2020
5.000
2030
3.000
2021
5.000
2031
3.000
2022
5.000
2032
3.000
2023
5.000
2033
3.125
2024
5.000
2034
3.250
2025
5.000
2035
3.250
2026
5.000
2036
3.375
2027
4.000
2037
3.375
Said interest shall be payable in the manner provided and on the dates stated in the FORM OF
BOND set forth in Exhibit 1B" to this Ordinance.
Section 5. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, and
Exchange: Authentication. The City shall keep or cause to be kept at The Bank of New York
GTOWUSR '2017: Ordi..
Mellon Trust Company, National Association in Dallas, Texas (the "Paying Agent/Registrar")
books or records for the registration of the transfer, conversion and exchange of the Bonds (the
"Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar and
transfer agent to keep such books or records and make such registrations of transfers, conversions
and exchanges under such reasonable regulations as the City and Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and
exchanges as herein provided within three days ofpresentation in due and proper form. The Paying
Agent/Registrar Agreement between the City and the Paying Agent/Registrar, in substantially the
form presented to the City Council at the meeting at which this Ordinance was considered, is
hereby approved and the Mayor and City Secretary or the Deputy City Secretary of the City are
hereby authorized to execute the Paying Agent/Registrar Agreement and approve any changes in
the final form thereof.
The Paying Agent/Registrar shall obtain and record in the Registration Books the address
of the Registered Owner of each Bond to which payments with respect to the Bonds shall be
mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying
Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. The City shall have the right to
inspect the 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.
Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the
manner provided and with the effect stated in the FORM OF BOND set forth in EXHBIT "B" to
this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each
other Bond.
Except as provided in (c) below, an authorized representative of the Paying Agent/Registrar
shall, before the delivery of any such Bond, date and manually sign the Paying Agent/Registrar's
Authentication Certificate, and no such Bond shall be deemed to be issued or outstanding unless
such certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds
and Bonds surrendered for transfer and exchange. No additional ordinances, orders or resolutions
need be passed or adopted by the governing body of the City or any other body or person so as to
accomplish the foregoing transfer and exchange of any Bond or portion thereof, and the Paying
Agent/Registrar shall provide for the preparation, execution and delivery of the substitute Bonds
in the manner prescribed herein. Pursuant to Chapter 1201, Texas Government Code, and
particularly Subchapter D thereof, the duty of transfer and exchange of Bonds as aforesaid is
hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Bond, the
transferred and exchanged Bond shall be valid, incontestable and enforceable in the same manner
and with the same effect as the Bonds which initially were issued and delivered pursuant to this
Ordinance, approved by the Attorney General and registered by the Comptroller of Public
Accounts.
GTOWN\US&AB\2017: ocdi.=
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
all as provided in this Ordinance. The Paying Agent/ Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Bonds and of all
conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and
for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of
such interest have been received from the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United States
mail, first-class postage prepaid, to the address of each Registered Owner appearing on the
Registration Books at the close of business on the last business day next preceding the date of
mailing of such notice.
(c) In General. The Bonds (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the registered
owners thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii) may be
transferred and assigned, (iv) may be exchanged for other Bonds of the same Series, (v) shall have
the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of
and interest on the Bonds shall be payable, and (viii) shall be administered and the Paying
Agent/Registrar and the City shall have certain duties and responsibilities with respect to the
Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM
OF BOND set forth in Exhibit "B" to this Ordinance. The Bonds initially issued and delivered
pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying
Agent/ Registrar, but on each substitute Bond issued in exchange for any Bond or Bonds issued
under this Ordinance the Paying Agent/Registrar shall execute the PAYING
AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the
FORM OF BOND.
(d) Substitute Paving Agent/Regi strar. The City covenants with the registered owners of
the Bonds that at all times while the Bonds are outstanding the City will provide a competent and
legally qualified bank, trust company, financial institution or other entity to act as and perform the
services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The City reserves the right to, and may, at its option change
the Paying Agent/Registrar upon not less than 30 days written notice to the Paying
Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next
principal or interest payment date after such notice. In the event that the entity at any time acting
as Paying Agent/Registrar (or its successor by merger, acquisition or other method) should resign
or otherwise cease to act as such, the City covenants that promptly it will appoint a competent and
legally qualified bank, trust company, financial institution or other agency to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the
previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a
copy thereof), along with all other pertinent books and records relating to the Bonds, to the new
Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying
=WNWSn \2017:orai�
Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new Paying
Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class postage
prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting
the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed
to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to
each Paying Agent/Registrar.
(e) Book -Entry -Only System for Bonds. The Bonds issued in exchange for the Bonds
initially issued as provided in subsection (i) below shall be initially issued in the form of a separate
single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership
of each such Bond shall be registered in the name of Cede & Co., as nominee of The Depository
Trust Company of New York ("DTC"), and except as provided in subsection (f) hereof, all of the
outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the City
and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers
and dealers, banks, trust companies, clearing corporations and certain other organizations on
whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance
and settlement of securities transactions among DTC Participants or to any person on behalf of
whom such DTC Participant holds an interest in the Bonds. Without limiting the immediately
preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or
obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than a registered owner of the Bonds, as shown on the
Registration Books, of any notice with respect to the Bonds or (iii) the payment to any DTC
Participant or any other person, other than a registered owner of Bonds, as shown in the
Registration Books of any amount with respect to principal of or interest on the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books asthe absolute owner of such Bond for the purpose of payment
of principal and interest with respect to such Bond, for the purpose of registering transfers with
respect to such Bond and for all other purposes whatsoever. The Paying Agent/Registrar shall pay
all principal of and interest on the Bonds only to or upon the order of the registered owners, as
shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the City's obligations with respect to payment of principal of and interest on the Bonds
to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the
Registration Books, shall receive a 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.
GTOw uses U017: obi. 6
(f) Successor Securities Depository; Transfers Outside Book -Entry -Only Systems. In the
event that the City determines to discontinue the use of the Book -Entry -Only System through DTC,
or DTC determines to discontinue providing its services with respect to the Bonds, the City shall
(i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the
Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the
appointment of such successor securities depository and transfer one or more separate Bonds to
such successor securities depository or (ii) notify DTC and DTC Participants of the availability
through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds
credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being
registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be
registered in the name of the successor securities depository, or its nominee, or in whatever name
or names registered owners transferring or exchanging Bonds shall designate, in accordance with
the provisions of this Ordinance. Whenever a successor securities depository has been appointed
pursuant to this paragraph, the terns DTC and DTC Participant as used in this Ordinance shall
refer to such successor securities depository and its participants, respectively.
(g) Payments 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, all
payments with respect to principal of and interest on such Bond and all notices with respect to
such Bond shall be made and given, respectively, in the manner provided in the representation
letter of the City to DTC.
(h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket
Letter of Representations with DTC establishing the Book -Entry -Only System which will be
utilized with respect to the Bonds.
(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 purchaser
of the Bonds or its designee set forth in Section 32 of this Ordinance, executed by manual or
facsimile signature of the Mayor or Mayor Pro -tem and City Secretary, approved by the Attorney
General of Texas, and registered and manually signed by the Comptroller of Public Accounts of
the State of Texas, will be delivered to such initial purchaser set forth in Section 32 of this
Ordinance 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
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 form set forth in Exhibit "B" hereto, with such appropriate variations, omissions or insertions
as are permitted or required by this Ordinance.
GTONMUSR"M17: Or .. 7
Section 7. PLEDGE OF PLEDGED REVENUES. The City hereby covenants and
agrees that the Pledged Revenues are hereby irrevocably pledged to the payment and security of
the Parity Obligations including the establishment and maintenance of the special funds created,
established and maintained for the payment and security thereof, all as hereinafter provided; and
it is hereby ordained that the Parity Obligations, and the interest thereon, shall constitute a lien on
and pledge of the Pledged Revenues and be valid and binding without any physical delivery thereof
or further act by the City, and the lien created hereby on the Pledged Revenues for the payment
and security of the Parity Obligations, including the establishment and maintenance of the special
funds created, established and maintained for the payment and security thereof, shall be superior
to the lien on and pledge of the Pledged Revenues securing payment of any Subordinate Lien
Obligations hereafter issued by the City.
Section 8. SPECIAL FUNDS. The City confirms the establishment and maintenance on
the books of the City, so long as any of the Parity Obligations are outstanding and unpaid, of the
below limited Special Funds:
(a) City of Georgetown, Texas Utility System Revenue Fund, hereinafter called the
"Revenue Fund."
(b) City of Georgetown, Texas Utility System Revenue Bonds Interest and Sinking Fund,
hereinafter called the "Interest and Sinking Fund."
Though all of such funds may be subaccounts of the City's General Fund held by the City's
depository, and, as such, not held in separate bank accounts, such treatment shall not constitute a
commingling of the monies in such Funds or of such Funds and the City shall keep full and
complete records indicating the monies and investments credited to each of such Funds.
Section 9. REVENUE FUND. The City hereby covenants, agrees and establishes that
the Gross Revenues shall be deposited and credited to the Revenue Fund immediately as collected
and received. All Maintenance and Operating Expenses are and shall be paid from such Gross
Revenues as a first charge against same.
Section 10. FLOW OF FUNDS. All Gross Revenues deposited and credited to the
Revenue Fund shall be pledged and appropriated to the extent required for the following uses and
in the order of priority shown:
FIRST: to the payment of all necessary and reasonable Maintenance and Operating
Expenses as defined herein or required by statute, including, but not limited to, Chapter
1502, Texas Government Code, as amended, to be a first charge on and claim against the
Gross Revenues, including a two (2) -month reserve amount based upon the budgeted
amount of Maintenance and Operating Expenses for the current Fiscal Year, which amount
shall be retained in the Revenue Fund.
SECOND: to the payment of the amounts required to be deposited and credited to the
Interest and Sinking Fund created and established for the payment of the Bonds, the
GTOWMUSR U017: Ord na
Previously Issued Panty Obligations and any Additional Parity Obligations issued by the
City as the same become due and payable.
THIRD: pro rata to the payment of the amounts required to be deposited and credited (i)
to the Reserve Fund created and established to maintain the Required Reserve Amount in
accordance with the provisions of this Ordinance, including amounts owed with respect to
any Reserve Fund Obligation to restore the Required Reserve Amount and (ii) to each other
reserve fund created and established to maintain a reserve in accordance with the provisions
of the ordinances relating to the issuance of any Additional Parity Obligations hereafter
issued by the City.
FOURTH: to the payment of Subordinate Lien Obligations.
FIFTH: to the payment of the amounts required for any lawful purpose.
Section 11. INTEREST AND SMIHI G FUND. For purposes of providing funds to pay
the principal of, premium, if any, and interest on the Panty 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 Sinking Fund shall
continue to be made as hereinabove provided until such time as (i) the total amount on deposit in
and credited to the Interest and Sinking Fund and the Reserve Fund (excluding any Reserve Fund
Obligation) is equal to the amount required to fully pay and discharge all Outstanding Panty
Obligations (principal, premium, if any, and interest) or (ii) the Panty Obligations are no longer
outstanding.
Accrued interest and capitalized interest, if any, received from the purchaser of any Panty
Obligation shall be taken into consideration and reduce the amount of the semi-annual deposits
and credits hereinabove required into the Interest and Sinking Fund.
Section 12. RESERVE FUND. (a) To accumulate and maintain areserve for the payment
of the Bonds and the Outstanding Panty Obligations equal to the Average Annual Debt Service
Requirements of the Bonds and the Outstanding Panty Obligations (calculated by the City at the
beginning of each Fiscal Year) (the 'Required Reserve Amount"), the Reserve Fund has been
established and shall be maintained by the City. Earnings and income derived from the investment
of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the
Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall
be deposited to the credit of the Revenue Fund. As provided in Section 10, the City shall deposit
GTOWMUSx \2017: Order
and credit to the Reserve Fund amounts required to maintain the balance in the Reserve Fund in
an amount equal to the Required Reserve Amount. There shall be deposited into the Reserve Fund
any Reserve Fund Obligations so designated by the City. All funds, investments and Reserve Fund
Obligations on deposit and credited to the Reserve Fund shall be used solely for (i) the payment
of the principal of and interest on the Bonds and the Outstanding Panty 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 in accordance with Section 10 by monthly deposits and credits in amounts equal to not
less than 1/60th of the Required Reserve Amount with any such deficiency payments being made
on or before each February 15 and August 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 February 15 and August 15 until there has been deposited into the
Interest and Sinking Fund the full amount required to be deposited therein by the next following
February 15 and August 15, as the case may be. In addition, in the event that a portion of the
Required Reserve Amount is represented by a Reserve Fund Obligation, the Required Reserve
Amount shall be restored as soon as possible from monthly deposits of Pledged Revenues on
deposit in the Revenue Fund in accordance with Section 10, but subject to making the full deposits
and credits to the Interest and Sinking Fund required to be made by the next following February
15 and August 15, as the case may be. The City further covenants and agrees that, subject only to
the prior deposits and credits to be made to the Interest and Sinking Fund, the Pledged Revenues
shall be applied and appropriated and used to establish and maintain the Required Reserve
Amount, including by paying Reserve Fund Obligation Payments when due, and any reserve
established for the benefit of any issue or series of Additional Parity Obligations and to cure any
deficiency in such amounts as required by the terms of this Ordinance and any other ordinance
pertaining to the issuance of Additional Parity Obligations.
During such time as the Reserve Fund contains the Required Reserve Amount, the
obligation to maintain the Required Reserve Amount has been suspended pursuant to subsection
(d) below or any cash is replaced with a Reserve Fund Obligation pursuant to subsection (c) below,
the City may, at its option, withdraw all surplus funds in the Reserve Fund and deposit such surplus
in the Interest and Sinking Fund or otherwise use such amount in any manner permitted by law.
(c) A Reserve Fund Obligation issued in an amount equal to all or part of the Required
Reserve Amount for the Bonds and the Outstanding Panty Obligations may be used in lieu of
depositing cash into the Reserve Fund. In addition, a Reserve Fund Obligation may be substituted
for monies and investments in the Reserve Fund if the substitution of the Reserve Fund Obligation
will not, in and of itself, cause any ratings then assigned to the Bonds and the Outstanding Parity
Obligations by any Rating Agency to be lowered and the ordinance authorizing the substitution of
MWMU5RRB12019: Ordi.. 10
the Reserve Fund Obligation for all or part of the Required Reserve Amount contains a finding
that such substitution is cost effective.
(d) Notwithstanding anything to the contrary contained herein, the requirement set forth
in subsection (a) above to maintain the Required Reserve Amount in the Reserve Fund shall be
suspended for such time as the Net Revenues for each Fiscal Year are equal to at least 1.35 times
the Average Annual Debt Service Requirements. In the event that the Net Revenues for any Fiscal
Year are less than 1.35 times the Average Annual Debt Service Requirements, the City will be
required to commence making Required Reserve Fund Deposits, as provided in subsection (b)
above, and to continue such Required Reserve Fund Deposits until the earlier of (i) such time as
the Reserve Fund contains the Required Reserve Amount or (ii) the Net Revenues in each of two
consecutive years have been equal to not less than 1.35 times the Average Annual Debt Service
Requirements.
(e) A Reserve Fund Obligation permitted under (a) above, must be in the form of a surety
bond or insurance policy meeting the requirements described below.
(1) (i) A surety bond or insurance policy issued to the Paying Agent/Registrar, as agent of
the Holders, by a company licensed to issue an insurance policy guaranteeing the timely
payment of debt service on the Panty Obligations (a "municipal bond insurer") if the claims
paying ability of the issuer thereof shall be rated "AAA" or "Aaa", respectively, by S&P or
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 issuer thereof shall be approved in writing by each
Bond Insurer of record.
(2) The obligation to reimburse the issuer of a Reserve Fund Obligation for any claims or
draws upon such Reserve Fund Obligation in accordance with its terms, including expenses
incurred in connection with such claims or draws, to the extent permitted by law, (a Reserve
Fund Obligation Payment) shall be made from the deposits made to the Reserve Fund as
provided in this Section and in Section 10. The Reserve Fund Obligation shall provide for
a revolving feature under which the amount available thereunder will be reinstated to the
extent of any reimbursement of draws or claims paid. If the revolving feature is suspended
or terminated for any reason, the right of the issuer of the Reserve Fund Obligation to
reimbursement will be subordinated to the cash replenishment of the Reserve Fund to an
amount equal to the difference between the full original amount available under the
Reserve Fund Obligation and the amount then available for further draws or claims. In the
event (a) the issuer of a Reserve Fund Obligation becomes insolvent, or (b) the issuer of a
Reserve Fund Obligation defaults in its payment obligations thereunder, or (c) the claims
paying ability of the issuer of the insurance policy or surety bond falls below "AAA" or
"Aaa," by S&P and Moody's, respectively, the obligation to reimburse the issuer of the
Reserve Fund Obligation shall be subordinated to the cash replenishment of the Reserve
Fund.
crowfnusa U017: o,ainn. I 1
(3) In the event (a) the revolving reinstatement feature described in the preceding
paragraph is suspended or terminated, or (b) the rating of the claims paying ability of the
issuer of the surety bond or insurance policy falls below "AAA" or "Aaa," by S&P and
Moody's, respectively, the City shall either (i) deposit into the Reserve Fund, in accordance
with this Section and Section 10, an amount sufficient to cause the cash or investments
credited to the Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace
such instrument with a surety bond or insurance policy meeting the requirements of 1 and
2 above, within six months of such occurrence. In the event (a) the rating of the claims -
paying ability of the issuer of the surety bond or insurance policy falls below "A" by S&P
and Moody's, or (b) the issuer of the Reserve Fund Obligation defaults in its payment
obligations hereunder, or (c) the issuer of the Reserve Fund Obligation becomes insolvent,
the City shall either (i) deposit into the Reserve Fund, in accordance with this Section,
amounts sufficient to cause the cash or investments on deposit in the Reserve Fund to
accumulate to the Required Reserve Amount, or (ii) replace such instrument with a surety
bond or insurance policy meeting the requirements of 1 and 2 above within six months of
such occurrence.
(4) The Paying Agent/Registrar shall ascertain the necessity for a claim or draw upon any
Reserve Fund Obligation and provide notice to the issuer of the Reserve Fund Obligation
in accordance with its terms not later than three days (or such appropriate time period as
will, when combined with the timing of required payment under the Reserve Fund
Obligation, ensure payment under the Reserve Fund Obligation on or before the interest
payment date) prior to each date upon which the principal of or interest on the Parity
Obligations will be due.
It is recognized that a Reserve Fund Obligation may be issued which is payable only with
respect to a part of the 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 issuers of the Reserve Fund Obligations, thus restoring that part of the Required
Reserve Amount, and to restore with cash and investments the balance of the Required Reserve
Amount.
Section 13. EXCESS BOND PROCEEDS. Any proceeds of Panty Obligations not
required to effectuate the purposes for which such Parity Obligations were issued, as provided in
the respective ordinances authorizing the issuance of such Parity Obligations, or for the payment
of the costs of issuance of such Parity Obligations shall be deposited and credited to the Interest
and Sinking Fund and shall be taken into consideration and shall reduce the amount of semi-annual
deposits and credits to the Interest and Sinking Fund from the Pledged Revenues or used to redeem
or purchase the Panty Obligations from which such excess proceeds are related.
G OWMUSM \2017: Ordi.. 12
Section 14. DEFICIENCIES - EXCESS PLEDGED OR NET REVENUES. (a) If on
any occasion there shall not be sufficient Pledged Revenues (after making all payments pertaining
to all Parity Obligations) to make the required deposits and credits to the Interest and Sinking Fund
and the Reserve Fund, then such deficiency shall be cured as soon as possible from the next
available unallocated Pledged Revenues, or from any other sources available for such purpose, and
such deposits and credits shall be in addition to the amounts otherwise required to be deposited
and credited to these Funds.
(b) Subject to making the deposits and credits required by this Ordinance, or any
ordinances authorizing the issuance of Additional Parity Obligations, or the payments and credits
required by the provisions of the ordinances authorizing the issuance of Subordinate Lien
Obligations hereafter issued by the City, the excess Net Revenues may be used for any lawful
purpose.
Section 15. INVESTMENT OF FUNDS - VALUATION - TRANSFER 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
that all such deposits and investments shall be made in such manner that the money required to be
expended from any fund will be available at the proper time or times. All such investments shall
be valued in terms of current market value no less frequently than the last business day of the City's
Fiscal Year, except that any direct obligations of the United States of America - State and Local
Government Series shall be continuously valued at their par value or principal face amount. Any
obligation in which money is so invested shall be kept and held at the Depository, except as
otherwise permitted by the laws applicable to the City. For purposes of maximizing investment
returns, money in such funds may be invested, together with money in other funds or with other
money of the City, in common investments of the kind described above, or in a common pool of
such investments held by the City or its designated agent, which shall not be deemed to be or
constitute a commingling of such money or funds provided that safekeeping receipts or certificates
of participation clearly evidencing the investment or investment pool in which such money is
invested and the share thereof purchased with such money or owned by such fund are held by or
on behalf of each such fund. If necessary, such investments shall be promptly sold to prevent any
default.
(b) All interest and income derived from such investments (other than interest and income
derived from amounts credited to the Reserve Fund if the Reserve Fund does not contain the
Required Reserve Amount) shall be credited to the Revenue Fund semi-annually and shall
constitute Gross Revenues.
Section 16. PAYMENT OF PARITY OBLIGATIONS. While any of the Parity
Obligations are outstanding, the City shall transfer to the respective paying agent/registrar therefor,
from funds on deposit in and credited to the Interest and Sinking Fund, and, if necessary, in the
Reserve Fund, amounts sufficient to fully pay and discharge promptly the interest on and principal
of the Parity Obligations as shall become due on each interest or principal payment date, or date
of redemption of the Parity Obligations; such transfer of funds must be made in such manner as
will cause immediately available funds to be deposited with each respective paying agent/registrar
crowrnusens\zon: omim 13
for the Parity Obligations not later than the business day next preceding the date such payment is
due on the Parity Obligations. The Paying Agent/Registrar shall destroy all paid Parity Obligations
and furnish the City with an appropriate certificate of cancellation or destruction.
Section 17. RATES AND CHARGES. For the benefit of the Holders of the Parity
Obligations and in addition to all provisions and covenants in the laws of the State of Texas and
in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Parity
Obligations are outstanding, to establish and maintain rates and charges for facilities and services
afforded by the System that are reasonably expected, on the basis of available information and
experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal
Year reasonably anticipated to be sufficient:
A. to pay Maintenance and Operating Expenses;
B. to produce Pledged Revenues at least equal to the greater of 1.25 times the Average
Annual Debt Service Requirements or 1.10 times the Maximum Annual Debt Service
Requirements;
C. to produce Pledged Revenues in amounts sufficient to enable the City to make the
deposits and credits, if any, from Pledged Revenues (i) to the Reserve Fund to restore the Required
Reserve Amount in accordance with Section 12 of this Ordinance, including the payment of any
Reserve Fund Obligation Payment then due, and (ii) to other reserve funds to establish or restore
the reserve securing any issue or series of Additional Parity Obligations;
D. to produce Pledged Revenues, together with any other lawfully available funds
(including the proceeds of Debt which the City expects will be utilized to pay all or part of the
principal of and/or interest on any obligations described in this subsection D), sufficient to pay the
principal of and interest on any Subordinate Lien Obligations issued by the City and the amounts
required to be deposited in any reserve or contingency fund created for the payment and security
of the Subordinate Lien Obligations and any other obligations or evidences of indebtedness issued
or 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
of this Section, the City Council will review the operations of the System and the rates and charges
for services provided, and the City Council will make the necessary adjustments or revisions, if
any, in order that the Pledged Revenues for the succeeding year will be sufficient to satisfy the
foregoing coverage requirements.
Section 18. GENERAL COVENANTS. The City further covenants and agrees that in
accordance with and to the extent required or permitted by law:
GTOWMUSR \2017: Grdi.. 14
(a) Performance. It will faithfully perform at all times any and all covenants, undertakings,
stipulations and provisions contained in any ordinance authorizing the issuance of Parity
Obligations, including this Ordinance, and in each and every Parity Obligation; it will promptly
pay or cause to be paid the principal of and interest on every Parity Obligation on the dates and in
the places and manner prescribed in such ordinances and obligations; and it will, at the times and
in the manner prescribed, deposit and credit or cause to be deposited and credited the amounts
required to be deposited and credited to the Interest and Sinking Fund and the Reserve Fund.
(b) City's Legal Authority. It is a duly created and existing home rule city of the State of
Texas, and is duly authorized under the laws of the State of Texas to create and issue the Bonds;
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
discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed
upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials and supplies
which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to
or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully
preserved in the manner provided herein, and it will not create or suffer to be created any
mechanic's, laborer's, materialman's or other lien or charge which might or could be prior to the
liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be
impaired; provided, however, that no such tax, assessment or charge, and that no such claims which
might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall
be required to be paid so long as the validity of the same shall be contested in good faith by the
City.
(e) Operation of System; No Free Service. It will, while the Parity Obligations are
outstanding and unpaid, continuously and efficiently operate the System, and shall maintain the
System in good condition, repair and working order, all at reasonable cost. No free service of the
System shall be allowed, and should the City or any of its agencies or instrumentalities make use
of the services and facilities of the System, payment of the reasonable value shall be made by the
City out of funds from sources other than the Gross Revenues of the System, unless made from
surplus or excess Pledged Revenues as pennitted in Section 14.
crowmos \2017:omi..« is
(f) Further Encumbrance. While the Parity Obligations are outstanding and unpaid, it will
not additionally encumber the Pledged Revenues in any manner, except as permitted in this
Ordinance in connection with Additional Parity Obligations, unless said encumbrance is made
junior and subordinate in all respects to the liens, pledges, covenants and agreements of this
Ordinance; but the right of the City to issue or incur obligations payable from a subordinate lien
on the Pledged Revenues is specifically recognized and retained.
(g) Sale or Disposal of Property. While the Parity Obligations are outstanding and unpaid,
it will not sell, convey, mortgage, encumber, lease or in any manner transfer title to, or otherwise
dispose of the System, or any significant or substantial part thereof; provided that whenever the
City deems it necessary to dispose of any other property, machinery, fixtures or equipment, it may
sell or otherwise dispose of such property, machinery, fixtures or equipment when it has made
arrangements to replace the same or provide substitutes therefor, unless it is determined that no
such replacement or substitute is necessary; and, provided further, that the City retains the right to
sell, convey, mortgage, encumber, lease or otherwise dispose of any significant or substantial part
of the System if (i) the City Manager delivers a certificate to the City Council to the effect that,
following such action by the City, the System is expected to produce Gross Revenues in amounts
sufficient in each Fiscal Year while any of the Parity Obligations are to be outstanding to comply
with the obligations of the City contained in this Ordinance and in the ordinances authorizing the
issuance of Additional Parity Obligations; (ii) the City Council makes a finding and determination
to the same effect as the certificate of the City Manager set forth in (i) above and (iii) each Rating
Agency then maintaining a rating on any Parity Obligation delivers a letter to the City to the effect
that such sale, conveyance, mortgage, encumbrance, lease or other disposition will not cause the
Rating Agency to withdraw or lower the rating then in effect. Proceeds from any sale hereunder
not used to replace or provide for substitution of such property sold, shall be used for
improvements to the System or to purchase or redeem Parity Obligations.
(h) Insurance. (1) It shall cause to be insured such parts of the System as would usually
be insured by municipal corporations operating like properties, with a responsible insurance
company or companies, against risks, accidents or casualties against which and to the extent
insurance is usually carried by municipal corporations operating like properties, including, to the
extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by
floods, and use and occupancy insurance. Public liability and property damage insurance shall
also be carried unless the City Attorney of the City gives a written opinion to the effect that the
City is not liable for claims which would be protected by such insurance. At any time while any
contractor engaged in construction work shall be fully responsible therefor, the City shall not be
required to carry insurance on the work being constructed if the contractor is required to cavy
appropriate insurance. All such policies shall be open to the inspection of the Holders and their
representatives at all reasonable times. Upon the happening of any loss or damage covered by
insurance from one or more of said causes, the City shall make due proof of loss and shall do all
things necessary or desirable to cause the insuring companies to make payment in full directly to
the City. The proceeds of insurance covering such property are hereby pledged as security for the
Parity Obligations and, together with any other funds necessary and available for such purpose,
shall be used forthwith by the City for repairing the property damaged or replacing the property
destroyed; provided, however, that if said insurance proceeds and other funds are insufficient for
crroamnuseneVun: odiwce 16
such purpose, then said insurance proceeds pertaining to the System shall be used promptly as
follows:
(i) for the redemption prior to maturity of the Panty Obligations, ratably in the
proportion that the Outstanding principal of each series of Panty Obligations bears to the
total Outstanding principal of all Parity Obligations, provided that if on any such occasion
the principal of any such series is not subject to redemption, it shall not be regarded as
Outstanding in making the foregoing computation; or
(ii) if none of the Outstanding Parity Obligations is subject to redemption, then for
the purchase on the open market and retirement of said Parity Obligations in the same
proportion as prescribed in the foregoing clause (i), to the extent practicable; provided that
the purchase price for any Parity Obligation shall not exceed the redemption price of such
Parity Obligation on the first date upon which it becomes subject to redemption; or
(iii) to the. extent that the foregoing clauses (i) and (ii) cannot be complied with at
the time, the insurance proceeds, or the remainder thereof, shall be deposited in a special
and separate trust fund, at an official depository of the City, to be designated the Insurance
Account. The Insurance Account shall be held until such time as the foregoing clauses (i)
and/or (ii) can be complied with, or until other funds become available which, together
with the Insurance Account, will be sufficient to make the repairs or replacements
originally required, whichever of said events occurs first.
(2) The foregoing provisions of (1) above notwithstanding, the City shall have
authority to enter into coinsurance or similar plans where risk of loss is shared in whole or
in part by the City.
(3) The annual audit hereinafter required shall contain a section commenting on
whether or not the City has complied with the requirements of this Section with respect to
the maintenance of insurance, and listing all policies carried, and whether or not all
insurance premiums upon the insurance policies to which reference is hereinbefore made
have been paid.
(4) The payment of premiums for all insurance policies required under the provisions
hereof and the costs associated with the maintenance of any self-insurance program shall
be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be
construed as requiring the City to expend any funds which are derived from sources other
than the operation of the System, but nothing herein shall be construed as preventing the
City from doing so.
(i) Governmental Agencies. It will comply with all of the terms and conditions of any and
all franchises, permits and authorizations applicable to or necessary with respect to the System,
and which have been obtained from any governmental agency; and the City has or will obtain and
keep in full force and effect all franchises, permits, authorization and other requirements applicable
GTOWMUsa =17: o�dieaace 17
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
System's facilities and, to the extent that it legally may, the City will prohibit any such competing
facilities. Notwithstanding the foregoing, the City retains the right, however, to "opt in" to electric
competition in accordance with State law if "opting in" will not materially adversely impact the
Net Revenues of the System as evidenced by a certification of the City Manager.
(k) Disaggregation of System. The City retains the right to disaggregate the System into
one or more independent resulting systems if (i) the City Manager delivers a certificate to the City
Council to the effect that, following such action by the City, the remaining System is expected to
produce Gross Revenues in amounts sufficient in each Fiscal Year while any of the Parity
Obligations are to be outstanding to comply with the obligations of the City contained in this
Ordinance and in the ordinances authorizing the Previously Issued Panty Obligations and the
issuance of Additional Parity Obligations; (ii) the City Council makes a finding and determination
to the same effect as the certificate of the City Manager set forth in (i) above and (iii) each Rating
Agency then maintaining a rating on any Parity Obligation delivers a letter to the City to the effect
that such disaggregation will not cause the Rating Agency to withdraw or lower the rating then in
effect on the Outstanding Parity Obligations.
Section 19. RECORDS AND ACCOUNTS - ANNUAL AUDIT. The City covenants
and agrees that so long as any of the Panty Obligations remain Outstanding, the City will keep and
maintain a separate and complete system of records and accounts pertaining to the operations of
the System in which full, complete, true, proper, and correct entries shall be made of all dealings,
transactions, business and affairs relating thereto, or which in any way affect or pertain to the
System or the Gross Revenues or the Net Revenues thereof, as provided by generally accepted
accounting principles, consistently applied, and by Sections 1502.067 and 1502.068, Texas
Government Code, as amended, or other applicable law. The Holders of the Parity Obligations or
any duly authorized agent or agents of such Holders shall have the right to inspect the System and
all properties comprising the same. The City further agrees that, following the close of each Fiscal
Year, the City will cause an audit report of such records and accounts to be made by an Accountant.
Copies of each annual audit shall be made available for public inspection during normal business
hours at the City's principal office and the City Secretary's office and may be furnished to, upon
written request, any Holder upon payment of the reasonable copying and mailing charges.
Expenses incurred in making the annual audit of the operations of the System shall be considered
as Maintenance and Operating Expenses.
Section 20. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BONDS. Covenants. The City covenants to take any action necessary to assure, or refrain
from any action which would adversely affect, the treatment of the Bonds as obligations described
in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on
which is not includable in the "gross income" of the holder for purposes of federal income taxation.
In furtherance thereof, the City covenants as follows:
GTO)MUsa M2017:Oa.. 18
(1) to take any action to assure that no more than 10 percent of the proceeds of
the Bonds or the Refunded Obligations or the projects financed or refinanced therewith
(less amounts deposited to a reserve fund, if any) are used for any "private business use,"
as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds of
the Bonds or the Refunded Obligations or the projects financed or refinanced therewith are
so used, such amounts, whether or not received by the City, with respect to such private
business use, do not, under the terms of this Ordinance or any underlying arrangement,
directly or indirectly, secure or provide for the payment of more than 10 percent of the debt
service on the Bonds, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
Refanded Obligations or the projects financed or refinanced therewith (less amounts
deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a
"private business use" which is "related" and not "disproportionate," within the meaning of
section 141(b)(3) of the Code, to the governmental use;
(3) to take any action to assure that no amount which is greater than the lesser
of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bonds being
"federally guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Bonds, other than investment property acquired
with --
(A) proceeds of the Bonds invested for a reasonable temporary period of
3 years or less or, in the case of a refunding bond, for a period of 90 days or less for
current refundings and 30 days or less for advance refundings until such proceeds
are needed for the purpose for which the Bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
GTOWMUSRBB'2017: 0,&� 19
(C) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated
as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bonds) an amount that is at least equal to
90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and
to pay to the United States of America, not later than 60 days after the Bonds have been
paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a
"Rebate Fund" is hereby established by the City for the sole benefit of the United States of
America, and such fund shall not be subject to the claim of any other person, including without
limitation the owners of the Bonds. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds not expended prior to the date of issuance of
the Bonds. It is the understanding of the City that the covenants contained herein are intended to
assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the City
will not be required to comply with any covenant contained herein to the extent that such failure
to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the
exemption from federal income taxation of interest on the Bonds under section 103 of the Code.
In the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Bonds, the City agrees to comply with the additional
requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to
preserve the exemption from federal income taxation of interest on the Bonds under section 103
of the Code. In furtherance of such intention, the City hereby authorizes and directs the City
Manager, the Assistant City Manager or Director of Finance to execute any documents, certificates
or reports required by the Code and to make such elections, on behalf of the City, which may be
permitted by the Code as are consistent with the purpose for the issuance of the Bonds. This
Ordinance is intended to satisfy the official intent requirements set forth in section 1.150-2 of the
Treasury Regulations.
(d) Allocation Of, and Limitation On. Expenditures for the Proiect. The City covenants
to account for the expenditure of sale proceeds and investment earnings to be used for the new
GTOWMUSn \2017:Ordi u 20
money purposes described in Section 2 of this Ordinance (the "Project") on its books and records
in accordance with the requirements of the Code. The City recognizes that in order for the proceeds
to be considered used for the reimbursement of costs, the proceeds must be allocated to
expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the
Project is completed; but in no event later than three years after the date on which the original
expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds
to be expended under the Code, the sale proceeds or investment earnings must be expended no
more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or
(2) the date the Bonds are retired. The City agrees to obtain the advice of nationally -recognized
bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure
will not adversely affect the tax: -exempt status of the Bonds. For purposes of this subsection, the
City shall not be obligated to comply with this covenant if it obtains an opinion of nationally -
recognized bond counsel to the effect that such failure to comply will not adversely affect the
excludability for federal income tax purposes from gross income of the interest.
(e) Disposition of Project. The City covenants that the property constituting the projects
financed or refinanced with the proceeds of the Bonds or the Refunded Obligations will not be
sold or otherwise disposed of in a transaction resulting in the receipt by the City of cash or other
compensation, unless the City obtains an opinion of nationally -recognized bond counsel that such
sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes
of this subsection, the portion of the property comprising personal property and disposed of in the
ordinary course shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes of this subsection, the City shall not be obligated to comply with this
covenant if it obtains an opinion of nationally -recognized bond counsel to the effect that such
failure to comply will not adversely affect the excludability for federal income tax purposes from
gross income of the interest.
Section 21. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports.
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 2017, financial information and operating data with respect to
the City of the general type included in the final Official Statement authorized by Section 34 of
this Ordinance, being information of the type described in Exhibit "C" hereto, including financial
statements of the City if audited financial statements of the City are 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 "C" hereto, or such other
accounting principles as the City may be required to employ from time to time pursuant to state
law or regulation, and 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 file notice of the change (and of the date of the
GT0WNQISRRBU017:Ordinance 21
new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be
required to provide financial information and operating data pursuant to this Section.
(b) Event Notices. The City shall file notice of any of the following events with respect
to the Bonds with the MSRB in a timely manner and not more than 10 business days after the
occurrence of the event:
(1) Principal and interest payment delinquencies;
(2) Non-payment related defaults, if material;
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5) Substitution of credit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other
material notices or determinations with respect to the tax status of the Bonds, or other material
events affecting the tax status of the Bonds;
(7) Modifications to rights of holders of the Bonds, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the Bonds, if
material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership, or similar event of the City;
(13) 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; and
(14) Appointment of a successor or additional trustee or the change of name of a trustee,
if material.
For these purposes, any event described in the immediately preceding paragraph (12) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any
other proceeding under state or federal law in which a court or governmental authority has assumed
GTOWMUSRRBUD17: Or i... 22
jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has
been assumed by leaving the existing governing body and officials or officers of the City in
possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the City.
The City shall file notice with 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.
(c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the City
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except
that the City in any event will give notice of any deposit that causes the Bonds to be 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
equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide
only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the City's financial
results, condition, or prospects or hereby undertake to update any information provided in
accordance with this Section or otherwise, except as expressly provided herein. The City makes
no representation or warranty concerning such information or its usefulness to a decision to invest
in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF
ANY COVENANT SPECIFIED 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 MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a change
GTOw TJsaa UOIT.a in� 23
in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments
or interpretations of the Rule to the date of such amendment as well as such changed
circumstances, and (2) either (a) the holders of a majority in aggregate principal amount of the
Outstanding Bonds consent 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 interests of the holders and beneficial owners of the Bonds. The City may also repeal
or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of
the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are
invalid, and the City also may amend the provisions of this Section in its discretion in any other
manner or circumstance, but in either case only if and to the extent that the provisions of this
sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in
the primary offering of the Bonds, giving effect to (i) such provisions as so amended and (ii) any
amendments or interpretations of the Rule. If the City so amends the provisions of this Section,
the City shall include with any amended financial information or operating data next provided in
accordance with this subsection (a) of this Section an explanation, in narrative form, of the reasons
for the amendment and of the impact of any change in the type of financial information or operating
data so provided.
(d) Format, Identifying Information, and Incorporation by Reference. All financial
information, operating data, financial statements, and notices required by this Section to be
provided to the MSRB shall be provided in an electronic format and be accompanied by identifying
information prescribed by the MSRB.
Financial information and operating data to be provided pursuant to subsection (a) of this
Section may be set forth in full in one or more documents or may be included by specific reference
to any document (including an official statement or other offering document) available to the
public on the MSRB's Internet Web site or filed with the SEC.
Section 22. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. (a) The City
shall have the right and power at any time and from time to time and in one or more series or
issues, to authorize, issue and deliver additional parity revenue bonds or other obligations (herein
called "Additional Parity Obligations"), in accordance with law, in any amounts, for purposes of
extending, improving or repairing the System or for the purpose of refunding of any Parity
Obligations, Subordinate Lien Obligations or other obligations of the City incurred in connection
with the ownership or operation of the System. Such Additional Parity Obligations, if and when
authorized, issued and delivered in accordance with this Ordinance, shall be secured by and made
payable equally and ratably on a parity with all other Outstanding Parity Obligations, from the lien
on and pledge of the Pledged Revenues herein granted.
(b) The Interest and Sinking Fund shall secure and be used to pay all Parity Obligations.
Each ordinance under which Additional Parity Obligations are issued shall provide and require
that, in addition to the amounts required by the provisions of this Ordinance and the provisions of
any other ordinance or ordinances authorizing the Previously Issued Parity Obligations and
GTGWMUSMV017; GNi.e 24
Additional Parity Obligations to be deposited to the credit of the Interest and Sinking Fund, the
City shall deposit to the credit of the Interest and Sinking Fund at least such amounts asare required
for the payment of all principal of and interest on said Additional Parity Obligations then being
issued, as the same come due.
(c) The City may create and establish a reserve fund pursuant to the provisions of any
ordinance authorizing the issuance of Additional Parity Obligations for the purpose of securing
that particular issue or series of Parity Obligations or any specific group of issues or series of Parity
Obligations and the amounts once deposited or credited to said reserve funds shall no longer
constitute Net Revenues and shall be held solely for the benefit of the Holders of the particular
Parity Obligations for which such reserve fund was established. Each such reserve fund shall be
designated in such manner as is necessary to identify the Parity Obligations it secures and to
distinguish such reserve fund from the Reserve Fund and the reserve funds created for the benefit
of other Parity Obligations.
Section 23. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY
OBLIGATIONS. That Additional Parity Obligations shall be issued only in accordance with this
Ordinance, but notwithstanding any provisions of this Ordinance to the contrary, no installment,
Series or issue of Additional Parity Obligations shall be issued or delivered unless:
(a) The City Manager and the City Secretary of the City sign a written certificate to the
effect that the City is not in default as to any covenant, condition or obligation in connection with
all Outstanding Parity Obligations, and the ordinances authorizing same, and that the Interest and
Sinking Fund, the Reserve Fund and any reserve fund securing any other series or issue of Parity
Obligations each contains the amount then required to be therein.
(b) An Accountant signs and delivers to the City a written certificate to the effect that,
during either the next preceding Fiscal Year, or any twelve consecutive calendar month period
ending not more than ninety days prior to the date of the then proposed Additional Parity
Obligations, the Net Earnings were, in the opinion thereof, at least equal to the sum of 1.25 times
the Average Annual Debt Service Requirements (computed on a Fiscal Year basis), including
Amortization Installments, of the Parity Obligations and the Additional Parity Obligations to be
outstanding after the issuance of the then proposed Additional Parity Obligations and 1.10 times
the average annual debt service requirement (computed in the same manner as for Parity
Obligations) of the Subordinate Lien Obligations to be outstanding after the issuance of the then
proposed Additional Parity Obligations.
(c) In making a determination of Net Earnings for any of the purposes described in this
Section, the Accountant may take into consideration a change in the rates and charges for services
and facilities afforded by the System that became effective at least 60 days prior to the last day of
the period for which Net Earnings are determined and, for purposes of satisfying the Net Earnings
tests described above, make a pro forma determination of the Net Earnings of the System for the
period of time covered by said Accountant's certification or opinion based on such change in rates
and charges being in effect for the entire period covered by said Accountant's certificate or opinion.
GSOWMUSR \2017: Ordi=ce 25
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
expenditures which, under standard accounting practice, should be charged to capital expenditures.
Section 24. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS. The City hereby
reserves the right to issue, at any time, obligations including, but not limited to, Subordinate Lien
Obligations, payable from and equally and ratably secured, in whole or in part, by a lien on and
pledge of the Net Revenues, subordinate and inferior in rank and dignity to the lien on and pledge
of such Net Revenues securing the payment of the Parity Obligations, as may be authorized by the
laws of the State of Texas.
Section 25. ISSUANCE OF SPECIAL PROJECT OBLIGATIONS. Nothing in this
Ordinance shall be construed to deny the City the right and it shall retain, and hereby reserves unto
itself, the right to issue Special Project obligations secured by liens on and pledges of revenues
and proceeds derived from Special Projects.
Section 26. LIMITED OBLIGATIONS OF THE CITY. The Panty Obligations are
limited, special obligations of the City payable from and equally and ratably secured solely by a
first lien on and pledge of the Pledged Revenues, and the Holders thereof shall never have the right
to demand payment of the principal or interest on the Parity Obligations from any funds raised or
to be raised through taxation by the City.
Section 27. SECURITY FOR FUNDS. All money on deposit in the Funds for which
this Ordinance makes provision (except any portion thereof as may be at any time properly
invested as provided herein) shall be secured in the manner and to the fullest extent required by
the laws of Texas for the security of public funds, and money on deposit in such Funds shall be
used only for the purposes permitted by this Ordinance.
Section 28. DEFAULT AND REMEDIES.
(a) Events of Default. Each of the following occurrences or events for the purpose of this
Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights
of the Registered Owners of the Bonds, including, but not limited to, their prospect or
ability to be repaid in accordance with this Ordinance, and the continuation thereof for a
period of 60 days after notice of such default is given by any Registered Owner to the City.
(b) Remedies for Default.
OTOWNWSR U017:Or&=m 26
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the Registered Owners under this Ordinance, by mandamus or other suit,
action or special proceeding in equity or at law, in any court of competent jurisdiction, for
any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or
in violation of any right of the Registered Owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and
shall be. in addition to every other remedy given hereunder or under the Bonds or now or
hereafter existing at law or in equity; provided, however, that notwithstanding any other
provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall
not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or trustees of the
City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the Registered Owners with
any liability, or be held personally liable to the Registered Owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of Default
under this Ordinance.
Section 29. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of
this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when
payment of the principal of such Bond, plus interest thereon to the due date or dates (whether such
due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have
been made or caused to be made in accordance with the terms thereof (including the giving of any
required notice of redemption or the establishment of irrevocable provisions for the giving of such
crowMusea MITaa� 27
notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing
with or making available to the Paying Agent/Registrar or an eligible trust company or commercial
bank for such payment (1) lawful money of the United States of America sufficient to make such
payment, (2) Defeasance Securities, certified by an independent public accounting firm of national
reputation to mature as to principal and interest in such amounts and at such times as will ensure
the availability, without reinvestment, of sufficient money to provide for such payment and when
proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible
trust company or commercial bank for the payment of its services until all Defeased Bonds shall
have become due and payable or (3) any combination of (1) and (2). At such time as a Bond shall
be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall
no longer be secured by, payable from, or entitled to the benefits of, the Pledged Revenues as
provided in this Ordinance, and such principal and interest shall be payable solely from such
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
permitted by applicable law) for the payment of such Defeased Bond, including any insufficiency
therein caused by the failure of the Paying Agent/Registrar (or other financial institution permitted
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
payment of such Bond and premium, if any, and interest thereon with respect to which such money
has been so deposited, shall be remitted to the City.
(c) Notwithstanding any provision of any other Section of this Ordinance which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in
trust pursuant to the provisions of this Section for the payment of principal of the Bonds and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bonds and premium, if any, and interest thereon, with respect to which such money or
Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have become
due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar
for such Defeased Bonds the same as if they had not been defeased, and the City shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance
Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust
company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds
shall not have in fact been actually paid in full, no amendment of the provisions of this Section
shall be made without the consent of the registered owner of each Bond affected thereby.
GTOWMUSR \1017: Ordinance 28
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that,
upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right
under Texas law to later call that Defeased Bond for redemption in accordance with the provisions
of this Ordinance, the City may call such Defeased Bond for redemption upon complying with the
provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately
above with respect to such Defeased Bond as though it was being defeased at the time of the
exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into
account in determining the sufficiency of the provisions made for the payment of the Defeased
Bond.
Section 30. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered,
a new bond of the same principal amount, maturity and interest rate, as the damaged, mutilated,
lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered owner
applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the
registered owner shall furnish to the City and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Bond shall have matured, and no default has occurred which is then continuing in
the payment of the principal of, redemption premium, if any, or interest on the 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 Issuing Replacement Bonds. Prior to the issuance of any replacement bond,
the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing
and other expenses in connection therewith. Every replacement bond issued pursuant to the
provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall
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
Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter D of
Chapter 1201, Texas Government Code, this Section of this Ordinance shall constitute authority
GTOW USR U017: o.6anu 29
for the issuance of any such replacement bond without necessity of further action by the governing
body of the City or any other body or person, and the duty of the replacement of such bonds is
hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar
shall authenticate and deliver such 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, if any, 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 Panty 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 Panty Obligations
necessary for consent to such amendment.
(b) If at any time the City shall desire to amend this Ordinance under this Section, the City
shall cause notice of the proposed amendment to be delivered to the Bond Insurer and published
in a financial newspaper or journal of general circulation in The City of New York, New York,
once during each calendar week for at least two successive calendar weeks. Such notice shall
briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file
for inspection by all registered owners of Parity Obligations at the designated trust office of the
registrar for the Parity Obligations. Such publication is not required, however, if notice in writing
is given to each registered owner of the Parity Obligations.
(c) Whenever at any time not less than thirty days, and within one year, from the date of
the first publication of said notice or other service of written notice the City shall receive an
instrument or instruments executed by the holders of at least a majority in aggregate principal
amount of all Panty 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
MOWMUSR \2017:Ordi.. 30
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, subject in all respects to such amendments.
(e) Any consent given by the registered owner of a Parity Obligation pursuant to the
provisions of this Section shall be irrevocable for a period of six months from the date of the first
publication of the notice provided for in this Section, and shall be conclusive and binding upon all
future holders of the same Parity Obligation during such period. Such consent may be revoked at
any time after six months from the date of the first publication of such notice by the holder who
gave such consent, or by a successor in title, by filing notice thereof with the Paying Agent and
the City, but such revocation shall not be effective if the registered owners of at least a majority in
aggregate principal amount of the then outstanding Parity Obligations as in this Section defined
have, prior to the attempted revocation, consented to and approve the amendment.
(f) For the purpose of this Section, the fact of the holding of Parity Obligations issued in
registered form without coupons and the amounts and numbers of such Parity Obligations and the
date of their holding same shall be proved by the Registration Books of the Paying Agent/Registrar.
For purposes of this Section, the holder of a Parity Obligation in such registered form shall be the
owner thereof as shown on such Registration Books. The City may conclusively assume that such
ownership continues until written notice to the contrary is served upon the City.
(g) The foregoing provisions of this Section notwithstanding, the City by action of the City
Council may amend this Ordinance for any one or more of the following purposes:
(1) To add to the covenants and agreements of the City in this Ordinance contained,
other covenants and agreements thereafter to be observed, grant additional rights or
remedies to bondholders or to surrender, restrict or limit any right or power herein reserved
to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Ordinance, or in
regard to clarifying matters or questions arising under this Ordinance, as are necessary or
desirable and not contrary to or inconsistent with this Ordinance and which shall not
adversely affect the interests of the holders of the Panty Obligations;
(3) To make any changes or amendments requested by any Rating Agency, as a
condition to the issuance or maintenance of a rating, which changes or amendments do not,
in the judgment of the City, materially adversely affect the interests of the owners of the
outstanding Parity Obligations;
OTOM LTSM\2017: Ordimn= 31
(4) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests of the owners of the outstanding
Parity Obligations, in order, to the extent permitted by law, to facilitate the economic and
practical utilization of credit agreements with respect to the Parity Obligations including,
without limitation, supplementing the definition of "Annual Debt Service Requirements"
to address the amortization of payments due and owing under a credit agreement;
(5) To modify any of the provisions of this Ordinance in any other respect whatever,
provided that (i) such modification shall be, and be expressed to be, effective only after all
Parity Obligations outstanding at the date of the adoption of such modification shall cease
to be outstanding, and (ii) such modification shall be specifically referred to in the text of
all Additional Parity Obligations issued after the date of the adoption of such modification.
Notice of any such amendment may be published or given by the City in the manner described in
subsection (b) of this Section; provided, however, that the publication of such notice shall not
constitute a condition precedent to the adoption of such amendatory ordinance and the failure to
publish such notice shall not adversely affect the implementation of such amendment as adopted
pursuant to such amendatory ordinance.
Section 32. SALE AND DELIVERY OF BONDS. The Bonds are hereby awarded and
sold to the bidder whose bid produced the lowest true interest cost, pursuant to the taking of public
bids therefor, on this date, and shall be delivered to Merrill, Lynch, Pierce, Fenner & Smith
Incorporated (the "Purchaser") at a price of $29,998,426.58 representing the par amount of the
Bonds of $27,915,000.00 plus a net initial reoffering premium of $2,323,010.00 and less an
underwriting discount of $239,583.42. It is hereby officially found, determined and declared that
the terms of this sale are the most advantageous reasonably obtainable and are in the best interest
of the City. The Bonds shall initially be registered in the name of the Purchaser. Pursuant to
Sections 1201.029 and 1201.042, Texas Government Code, the $2,323,010.00 of net reoffering
premium generated by the sale of the Bonds is allocated to be used as follows: (i) $239,583.42 for
the Purchaser's discount, (ii) $181,225.06 for costs of issuance of the Bonds, (iii) $1,899,913.75
to be deposited to the Escrow Fund to refund the Refunded Obligations and (iv) $2,287.77,
representing the rounding amount, to be deposited to the Interest and Sinking Fund.
Section 33. CUSTODY, APPROVAL AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION, BOND INSURANCE AND CUSIP NUMBERS. The Mayor of the
City is hereby authorized to have control of the Bonds initially issued and delivered hereunder and
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 Comptroller'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
cro�usarteUOIT OMi.. 32
numbers may, at the option of the City, be printed 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 34. APPROVAL OF OFFICIAL STATEMENT. The City hereby approves
the form and content of the Notice of Sale and Preliminary Official Statement and Official
Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves
the distribution of such Official Statement in the reoffering of the Bonds by the Initial Purchaser
in final form, with such changes therein or additions thereto as the officer executing the same may
deem advisable, such determination to be conclusively evidenced by his execution thereof. The
distribution and use of the Preliminary Official Statement dated April 17, 2017, prior to the date
hereof is ratified and confirmed. The City Council of the City hereby finds and determines that
the Preliminary Official Statement and the Official Statement were and are "deemed final" (as that
term is defined in 17 C.F.R. Section 240.15c-12) as of their respective dates.
Section 35. ADDITIONAL INSURANCE PROVISIONS. Bond Counsel is authorized
to insert any necessary provisions required by the bond insurer and agreed to by the City and the
City Attorney.
Section 36. NOTICE OF REDEMPTION. Attached to this Ordinance, as Exhibit "D".
and made a part hereof for all purposes, is a copy of the notice of deposit and prior redemption for
the Refunded Obligations in substantially final form and such Refunded Obligations described in
said notice of prior redemption are hereby called for redemption and shall be redeemed prior to
maturity on the dates, places, and at the prices set forth therein. The Mayor, the City Manager, the
Assistant City Manager and the Director of Finance are each hereby authorized to amend, complete
or modify such notice as necessary to call the Refunded Obligations for redemption. The Refunded
Obligations described in Exhibit "D" hereto are so called for redemption, and the paying agent for
the Refunded Obligations is hereby directed to make appropriate arrangements so that such
Refunded Obligations may be redeemed on their respective redemption date(s), as applicable. A
copy of such notice of redemption shall be delivered to the paying agent so mentioned in the notice.
Section 37. APPROVAL OF ESCROW AGREEMENT, ESTABLISHMENT OF
ESCROW FUND AND TRANSFER OF FUNDS. The Mayor or Mayor Pro -tem of the City is
hereby authorized and directed to execute and deliver and the City Secretary of the City is hereby
authorized and directed to attest the Escrow Agreement, dated May 18, 2017, in substantially the
form attached hereto as Exhibit "E" (the "Escrow Agreement"). A portion of the proceeds of the
Bonds, together with a cash contribution from lawfully available funds, if any, in an amount
necessary to refund the Refunded Obligations shall be deposited in the Escrow Fund created and
governed by the terms of the Escrow Agreement. In addition, the Mayor, the City Manager, the
Assistant City Manager and the Director of Finance are each hereby authorized to execute such
subscriptions or other documentation for the purchase of securities and to authorize the transfer of
such funds of the City, as may be necessary for the Escrow Fund.
cro�USa Uon: OHm. 33
Section 38. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had
for the payment of principal of or interest on any Panty Bonds or for any claim based thereon or
on this Ordinance against any official of the City or any person executing any Parity Bonds.
Section 39. FURTHER ACTIONS. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Bonds,
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 40. INTERPRETATIONS. All terms defined herein and all pronouns used in
this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The
titles and headings of the articles and sections of this Ordinance and the Table of Contents of this
Ordinance have been inserted for convenience of reference only and are not to be considered a part
hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This
Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the
purposes set forth herein and to sustain the validity of the Bonds and the validity of the lien on and
pledge of the Pledged Revenues to secure the payment of the Bonds.
Section 41. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
Section 42. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied
is intended or shall be construed to confer upon, or to give to, any person or entity, other than the
City and the registered owners of the Bonds, any right, remedy or claim under or by reason of this
Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in this Ordinance contained by and on behalf of the City shall be for the
sole and exclusive benefit of the City and the registered owners of the Bonds.
Gr WNWSe \2017: ow. 34
Section 43. 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 44. SEVERABILITY. The provisions of this Ordinance are severable; and in
case any one or more of the provisions of this Ordinance or the application thereof to any person
or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or
circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of
any such invalid provision to persons or circumstances other than those as to which it is held
invalid shall not be affected thereby.
Section 45. EFFECTIVE DATE. This Ordinance shall become effect immediately from
and after its passage on first and final reading in accordance with Section 1201.028, Texas
Government Code, as amended.
Section 46. PERFECTION. Chapter 1208, Government Code, applies to the issuance of
the Bonds and the pledge of revenues granted by the City under Section 7 of this Ordinance, and
such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while
the Bonds are outstanding and unpaid such that the pledge of revenues granted by the City under
Section 7 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business &
Commerce Code, then in order to preserve to the registered owners of the Bonds the perfection of
the security interest in said pledge, the City agrees to take such measures as it determines are
reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9,
Business & Commerce Code and enable a filing to perfect the security interest in said pledge to
occur.
Section 47. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes
the disbursement of a fee equal to the lesser of (i) one-tenth of one percent of the principal amount
of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney
General of Texas Public Finance Division for payment of the examination fee charged by the State
of Texas for the Attorney General's review and approval of public securities and credit agreements,
as required by Section 1202.004 of the Texas Government Code. The appropriate member of the
City's staff is hereby instructed to take the necessary measures to make this payment. The City is
also authorized to reimburse the appropriate City funds for such payment from proceeds of the
Bonds.
crowrnUSe UDM ordi�m 35
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 25`x' day of April, 2017.
THE CITY OF GEORGETOWN:
c
Dale Ross, Mayor
City of Georgetown, Texas
ATTEST:
SWRA14"
Shelley Nowling, CA Secretary
APPROVED AS TO FORM:
Charlie McNabb, City Attorney
GTOWAUS�017:O�&.. URB Ordinance Sig Pg
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 25th day of April, 2017.
THE CITY OF GEORGETOWN:
L
Dale Ross, Mayor
City of Georgetown, Texas
ATTEST:
U
Shelley Nowlin ity Secretary
' ' : 1 / 1 a 1C17M1MITUA
Charlie McNabb, City Attorney
GT0WMUSMBM17: Wi.. URB Ordinance Sig Pg
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 2P day of April, 2017.
THE CITY OF GEORGETOWN:
n1 L (L
Dale Ross, Mayor
City of Georgetown, Texas
ATTEST:
Shelley Nowlin 'ity Secretary
1.119-9Ii/� 17.F.��II Q11) 11TA p
Charlie McNabb, City Attorney
GTOv USRRB 017-oral=u URB Ordinance Sig Pg
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 25h day of April, 2017.
THE CITY OF GEORGETOWN:
a
L 94�41—
Dale Ross, Mayor
City of Georgetown, Texas
ATTEST:
Shelley Nowling, i Secretary
APPROVED AS TO FORM:
Charlie McNabb, City Attorney
GTOWNVARM2017. orale" URB Ordinance Sig Pg
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 25' day of April, 2017.
THE CITY OF GEORGETOWN:
atc Q�
Dale Ross, Mayor
City of Georgetown, Texas
ATTEST:
0
Shelley Now ' g, ity Secretary
APPROVED AS TO FORM:
Charlie McNabb, City Attorney
GrOWK%US ne\zo»:Ordi�m URB Ordinance Sig Pg
ID►�:IIC3YW1
As used in this Ordinance, the following terms and expressions shall have the meanings set
forth below, unless the text hereof specifically indicates otherwise:
"Accountant" means an independent certified public accountant or accountants or a firm of
an independent certified public accountants, in either case, with demonstrated expertise and
competence in public accountancy.
"Additional Parity Obligations" means bonds, notes, warrants, certificates of obligation,
contractual obligations or other Debt which the City reserves the right to issue or enter into, as the
case may be, in the future under the terms and conditions provided in Sections 22 and 23 of this
Ordinance and which obligations are equally and ratably secured solely by a first lien on and pledge
of the Pledged Revenues on a parity with the outstanding Parity Obligations and the Bonds.
"Amortization Installment" means, with respect to any Term Bonds of any series of Parity
Obligations, the amount of money which is required to be deposited into a mandatory redemption
account for retirement of such Term Bonds (whether at maturity or by mandatory redemption and
including redemption premium, if any) provided that the total Amortization Installments for such
Term Bonds shall be sufficient to provide for retirement of the aggregate principal amount of such
Term Bonds.
"Annual Debt Service Requirements" means, as of the date of calculation, the principal of
and interest on all Panty Obligations coming due at Maturity or Stated Maturity (or that could
come due on demand of the owner thereof other than by acceleration or other demand conditioned
upon default by the City on such Debt, or be payable in respect of any required purchase of such
Debt by the City) in such Fiscal Year, and, for such purposes, any one or more of the following
rules shall apply at the election of the City:
(1) Balloon Debt. If the principal (including the accretion of interest resulting from
original issue discount or compounding of interest) of any series or issue of Funded Debt
due (or payable in respect of any required purchase of such Funded Debt by the City) in
any Fiscal Year either is equal to at least 25% of the total principal (including the accretion
of interest resulting from original issue discount or compounding of interest) of such
Funded Debt or exceeds by more than 50% the greatest amount of principal of such series
or issue of Funded Debt due in any preceding or succeeding Fiscal Year (such principal
due in such Fiscal Year for such series or issue of Funded Debt being referred to herein
and throughout this Ordinance as "Balloon Debt"), the amount of principal of such Balloon
Debt taken into account during any Fiscal Year shall be equal to the debt service calculated
using the original principal amount of such Balloon Debt amortized over the Term of Issue
on a level debt service basis at an assumed interest rate equal to the rate bome 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
GTOWNWRRR12017: Ordinance A-1
instrument creating such Balloon Debt shall permit the retirement of), or for the
accumulation of a sinking fund for (and the instrument creating such Balloon Debt shall
permit the accumulation of a sinking fund for), such Balloon Debt according to a fixed
schedule stated in such certificate ending on or before the Fiscal Year in which such
principal (and premium, if any) is due, then the principal of (and, in the case of retirement,
or to the extent provided for by the sinking fund accumulation, the premium, if any, and
interest and other debt service charges on) such Balloon Debt shall be computed as if the
same were due in accordance with such schedule, provided that this clause (2) shall apply
only to Balloon Debt for which the installments previously scheduled have been paid or
deposited to the sinking fund established with respect to such Debt on or before the times
required by such schedule; and provided further that this clause (2) shall not apply where
the City has elected to apply the rule set forth in clause (1) above;
(3) Prepaid Debt. Principal of and interest on Bonds and Additional Parity Obligations,
or portions thereof, shall not be included in the computation of the Annual Debt Service
Requirements for any Fiscal Year for which such principal or interest are payable from
funds on deposit or set aside in trust for the payment thereof at the time of such calculations
(including without limitation capitalized interest and accrued interest so deposited or set
aside in trust) with a financial institution acting as fiduciary with respect to the payment of
such Debt; and
(4) Variable Rate. As to any Parity Obligations that bear interest at a variable interest
rate which cannot be ascertained at the time of calculation of the Annual Debt Service
Requirement then, at the option of the City, either (A) an interest rate equal to the average
rate bome by such Parity Obligations (or by comparable debt in the event that such Parity
Obligations has not been outstanding during the preceding 24 months) for any 24 month
period ending within 30 days prior to the date of calculation, or (B) an interest rate equal
to the 30 -year Revenue Bond Index (as most recently published in The Bond Buyerl, shall
be presumed to apply for all future dates, unless such index is no longer published in The
Bond Buyer, in which case an index of revenue bonds with maturities of at least 20 years
which is published in a financial newspaper or journal with national circulation may be
used for this purpose (if two Series of Parity Obligations which bear interest at variable
interest rate, or one or more maturities within a Series, of equal par amounts, are issued
simultaneously with inverse floating interest rates providing a composite fixed interest rate
for such Parity Obligations taken as a whole, such composite fixed rate shall be used in
determining the Annual Debt Service Requirement with respect to such Parity
Obligations);
With respect to any calculation of historic data, only those payments actually made in the subject
period shall be taken into account in making such calculation and, with respect to prospective
calculations, only those payments reasonably expected to be made in the subject period shall be
taken into account in making the calculation.
"Average Annual Debt Service Requirements" means that average amount which, at the
time of computation, will be required to pay the Annual Debt Service Requirements when due
GTOWNVSR8 =17: Ordi. A-2
(either at Stated Maturity or mandatory redemption) and derived by dividing the total of such
Annual Debt Service Requirements by the number of Fiscal Years then remaining before Stated
Maturity of such Parity Obligations. For the purposes of this definition, a fractional period of a
Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided from
bond proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded in
making such computation.
"Bond Insurer" means any entity that insures or guarantees the payment of principal and
interest on any Bonds or the provider of a Reserve Fund Obligation.
"Bonds" means, the City of Georgetown, Texas Utility System Revenue and Refunding
Bonds, Series 2017 authorized by this Ordinance.
"Book -Entry -Only System" means the book -entry system of bond registration provided in
Section 5, or any successor system of book -entry registration.
"Cede & Co. " means the designated nominee and its successors and assigns of The
Depository Trust Company, New York.
"City" means the City of Georgetown, Texas, and where appropriate, the City Council.
"City Council" means the governing body of the City.
'Debt' and "Debt of the Citypayable from Pledged Revenues" mean:
(1) all indebtedness payable from Pledged Revenues and/or Net Revenues incurred or
assumed by the City for borrowed money and all other financing obligations of the System
payable from Pledged Revenues and/or Net Revenues that, in accordance with generally
accepted accounting principles, are shown on the liability side of a balance sheet; and
(2) all other indebtedness payable from Pledged Revenues and/or Net Revenues (other
than indebtedness otherwise treated as Debt hereunder) for borrowed money or for the
acquisition, construction or improvement of property or capitalized lease obligations
pertaining to the System that is guaranteed, directly or indirectly, in any manner by the
City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement,
contingent or otherwise, to purchase any such indebtedness or to advance or supply funds
for the payment or purchase of any such indebtedness or to purchase property or services
primarily for the purpose of enabling the debtor or seller to make payment of such
indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to
or in any other manner invest in the debtor (including any agreement to pay for property
or services irrespective of whether or not such property is delivered or such services are
rendered), or otherwise.
For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior
to the Maturity thereof, there shall have been deposited with the proper depository (a) in trust the
GTOWMUSIMU017 Ordi.. A-3
necessary funds (or investments that will provide sufficient funds, if permitted by the instrument
creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of
such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall
be considered Debt unless such item constitutes indebtedness under generally accepted accounting
principles applied on a basis consistent with the financial statements of the System in prior Fiscal
Years.
"Defeasance Securities" means (i) Federal Securities and (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
City Council adopts or approves proceedings authorizing the issuance of refunding bonds or
otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as
to investment quality by a nationally recognized investment rating firm not less than "AAA" or its
equivalent.
"Depository" means one or more official depository banks of the City.
"DTC" means The Depository Trust Company, New York, New York and its successors
and assigns.
"DTC Participant" means securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Designated Financial Officer" means the chief financial officer of the City, or such other
financial or accounting official of the City so designated by the City Council.
"Federal Securities" as used herein means direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States
of America.
"Fiscal Year" means the twelve-month accounting period used by the City in connection
with the operation of the System, currently ending on September 30 of each year, which may be
any twelve consecutive month period established by the City, but in no event may the Fiscal Year
be changed more than one time in any three calendar year period.
"Funded Debt" means all Panty Obligations created or assumed by the City that mature by
their terms (in the absence of the exercise of any earlier right of demand), or that are renewable at
the option of the City to a date, more than one year after the original creation or assumption of
such Debt by the City.
"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
GTOP USR \201]:0A.. A-4
the System; including the interest income from investment or deposit of money in any Fund created
by this Ordinance or maintained by the City in connection with the System; and any other revenues
hereafter pledged to the payment of all Parity Obligations.
"Holder" or "Holders" means the registered owner, whose name appears in the Security
Register, for any Panty Obligation.
"Independent Engineer" means an individual, firm or corporation engaged in the
engineering profession, being a registered professional engineer under the laws of the State of
Texas, having specific experience with respect to electric, water, wastewater, reuse water and/or
stormwater drainage systems similar to the System.
"Interest and Sinking Fund' means the special Fund maintained by the provisions of
Sections 8 and 11 of this Ordinance.
"Maintenance and Operating Expenses" means the reasonable and necessary expenses of
operation and maintenance of the System as required by Section 1502.058, Texas Government
Code, as amended, including all salaries, labor, materials, repairs and extensions necessary to
render efficient service (but only such repairs and extensions as, in the judgment of the governing
body of the City, are necessary to keep the System in operation and render adequate service to the
City and the inhabitants thereof, or such as might be necessary to meet some physical accident or
conditions which would otherwise impair the Parity Obligations), and all payments under contracts
now or hereafter defined as operating expenses by the Legislature of Texas. Depreciation shall
never be considered as a Maintenance and Operating Expense. The definition includes a two-
month reserve amount, as provided under Section 10 of this Ordinance.
"Maturity" means, when used with respect to any Debt, the date on which the principal of
such Debt or any installment thereof becomes due and payable as therein provided, whether at the
Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise.
"Maximum Annual Debt Service Requirements " means the greatest requirements of Annual
Debt Service Requirements (taking into account all mandatory principal redemption requirements)
scheduled to occur in any future Fiscal Year or in the then current Fiscal Year for the particular
obligations for which such calculation is made. Capitalized interest payments provided from Debt
proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded in making
such computation.
"MSRB" means the Municipal Securities Rulemaking Board.
"Net Revenues" and "Net Revenues of the City's System" mean all Gross Revenues
remaining after deducting the Maintenance and Operating Expenses.
"Ordinance" means this ordinance finally adopted by the City Council on April 25, 2017.
rTOWNWSRREAW17: o�ai.. A-5
"Outstanding" when used with respect to Panty Obligations, means, as of the date of
determination, all Panty Obligations theretofore delivered under this Ordinance and any ordinance
authorizing Additional Parity Obligations, except:
(1) Panty Obligations theretofore cancelled and delivered to the City or delivered to
the Paying Agent/Registrar for cancellation;
(2) Parity Obligations deemed paid pursuant to the provisions of Section 29 of this
Ordinance or any comparable section of any ordinance authorizing Additional Panty
Obligations;
(3) Parity Obligations upon transfer of or in exchange for and in lieu of which other
Panty Obligations have been authenticated and delivered pursuant to this Ordinance and
any ordinance authorizing Additional Parity Obligations; and
(4) Parity Obligations under which the obligations of the City have been released,
discharged or extinguished in accordance with the terms thereof.
"Paying Agent/Registrar" shall have the meaning set forth in Section 5(a) hereof.
"Parity Obligations" means the Bonds, the Previously Issued Panty Obligations and any
Additional Parity Obligations hereafter issued by the City or obligations issued to refund any of
the foregoing (as determined within the sole discretion of the City Council in accordance with
applicable law) if issued in a manner that provides that the refunding bonds are payable from and
equally and ratably secured by a first lien on and pledge of the Pledged Revenues.
"Permitted Investments"means any security or obligation or combination thereof permitted
under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as amended or
other applicable law.
"Pledged Revenues" means (1) the Net Revenues, plus (2) any additional revenues, income,
receipts, or other resources, including, without limitation, any grants, donations or income received
or to be received from the United States Government, or any other public or private source, whether
pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of
the Panty Obligations, and excluding those revenues excluded from Gross Revenues.
"Previously Issued Parity Obligations" means the Outstanding Parity Obligations of the
City entitled "City of Georgetown, Texas Utility System Revenue 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," "City of Georgetown,
Texas Utility System Revenue Bonds, Series 2014," "City of Georgetown, Texas Utility System
Revenue Refunding Bonds, Series 2014," "City of Georgetown, Texas Utility System Revenue
Bonds, Series 2014A," "City.of Georgetown, Texas Utility System Revenue Bonds, Series 2015,"
"City of Georgetown, Texas Utility System Revenue Bonds, Series 2016" and "City of
Georgetown, Texas Utility System Revenue Refunding Bonds, Series 2016."
GTOWMUMM2017: Ofdi... A'6
"Prudent Utility Practice" means any of the practices, methods and acts, in the exercise of
reasonable judgment, in the light of the facts, including but not limited to the practices, methods
and acts engaged in or previously approved by a significant portion of the public utility industry,
known at the time the decision was made, that would have been expected to accomplish the desired
result at the lowest reasonable cost consistent with reliability, safety and expedition. It is
recognized that Prudent Utility Practice is not intended to be limited to the optimum practice,
method or act to the exclusion of all others, but rather is a spectrum of possible practices, methods
or acts which could have been expected to accomplish the desired result at the lowest reasonable
cost consistent with reliability, safety and expedition. In the case of any facility included in the
System which is operated in common with one or more other entities, the term Prudent Utility
Practice, as applied to such facility, shall have the meaning set forth in the agreement governing
the operation of such facility.
"Rating Agency" means any nationally recognized securities rating agency which has
assigned, at the request of the City, a rating to the Parity Obligations.
"Record Date" means Record Date as defined in the Form of Bonds in Exhibit 'B" to this
Ordinance.
"Required Reserve Amount" means the amount required to be maintained in the Reserve
Fund pursuant to the provisions of Section 12 of this Ordinance.
"Required Reserve Fund Deposits" means the deposits and credits, if any, required to be
made to the Reserve Fund pursuant to the provisions of Section 12 of this Ordinance.
"Reserve Fund" means the special fund created, established and maintained by the
provisions of Section 12 of this Ordinance.
"Reserve Fund Obligation" means, to the extent permitted by law, as evidenced by an
opinion of nationally recognized bond counsel, a surety bond or insurance policy deposited in the
Reserve Fund to satisfy the Required Reserve Amount whereby the City is obligated to provide
funds up to and including the maximum amount and under the conditions specified in such
agreement or instrument.
"Reserve Fund Obligation Payment" means any subrogation payment the City is obligated
to make from Pledged Revenues deposited in the Reserve Fund with respect to a Reserve Fund
Obligation.
"Rule "means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Special Project" means, to the extent permitted by law, any electric, waterworks, sanitary
sewer, wastewater reuse or municipal drainage system property, improvement or facility declared
crowmaSM\2017:O di.. A-7
by the City not to be part of the System, for which the costs of acquisition, construction and
installation are paid from proceeds of a financing transaction other than the issuance of bonds
payable from ad valorem taxes, Pledged Revenues or Net Revenues and for which all maintenance
and operation expenses are payable from sources other than ad valorem taxes, Pledged Revenues
or Net Revenues, but only to the extent that and for so long as all or any part of the revenues or
proceeds of which are or will be pledged to secure the payment or repayment of such costs of
acquisition, construction and installation under such financing transaction.
"Stated Maturity" means the annual principal payments of the Parity Obligations payable
on the respective dates set forth in the ordinances which authorized the issuance of such Parity
Obligations.
"Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of
obligation, contractual obligations or other Debt issued by the City that are payable, in whole or
in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues, such
pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that are or will
be pledged to the payment of any Parity Obligations issued by the City, and (ii) obligations
hereafter issued to refund any of the foregoing if issued in a manner that provides that the refunding
bonds are payable from and equally and ratably secured, in whole or in part, by a lien on and
pledge of the Net Revenues on a parity with the Subordinate Lien Obligations.
"System" means as currently comprised, the City's combined electric, waterworks and
sewer system, which includes all properties, facilities, plants, improvements, equipment, interests
and rights currently owned, operated and maintained by the City for the (i) generation,
transmission, distribution or sale of electric power and energy, (ii) supply, treatment, and
transmission and distribution of treated potable water and (iii) collection and treatment of
wastewater, and for water reuse, together with all future extensions, improvements, purchases,
repairs, replacements and additions thereto, whether situated within or without the limits of the
City, and all water (in any form) owned by the City; provided, however, that the City expressly
retains the right to (i) sale or disaggregate the System as set forth in Section 18 of this Ordinance
and (ii) incorporate any other utility system as provided by the laws of the State of Texas as a part
of the System. The System shall not include any Special Project or any disaggregated part of the
System as provided in Section 18 of this Ordinance.
"Term Bonds" means those Parity Obligations so designated in the ordinances authorizing
such bonds which shall be subject to retirement by operation of a mandatory redemption account.
"Term of Issue" means with respect to any Balloon Debt, a period of time equal to the
greater of (i) the period of time commencing on the date of issuance of such Balloon Debt and
ending on the final maturity date of such Balloon Debt or (ii) twenty-five years.
GTOI USRR V017: Ordii ce A-8
EXHIBIT B
FORM OF BOND
R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
WILLIAMSON COUNTY $
CITY OF GEORGETOWN, TEXAS
UTILITY SYSTEM REVENUE AND REFUNDING BOND, SERIES 2017
INTEREST RATE MATURITY DATE DATE OF SERIES CUSIP NO.
May 18, 2017
REGISTERED OWNER:
PRINCIPAL AMOUNT:
I oil) n W4.1" I
ON THE MATURITY DATE specified above, the CITY OF GEORGETOWN,
TEXAS (the "City"), being apolitical subdivision and municipal corporation of the State of Texas,
hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter
called the 'Registered Owner"), the Principal Amount specified above, and to pay interest thereon
(calculated on the basis of a 360 -day year oftwelve 30 -day months) from the initial date of delivery
of the Bonds at the Interest Rate per annum specified above, payable on February 15, 2018, and
semiannually on each August 15 and February 15 thereafter to the Maturity Date specified above,
or the date of redemption prior to maturity; except that if this Bond is required to be authenticated
and the date of its authentication is later than the first Record Date (hereinafter defined), such
Principal Amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or before the
next following interest payment date, in which case such principal amount shall bear interest from
such next following interest payment date; provided, however, that if on the date of authentication
hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due
but has not been paid, then this Bond shall bear interest from the date to which such interest has
been paid in full. 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.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this Bond
shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at
maturity or upon the date fixed for its redemption prior to maturity, at the designated office for
GTOw User =17:Or&. B-1
payment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas which is the
"Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by
the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by
check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and
payable solely from, funds of the City required by the Ordinance authorizing the issuance of this
Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose
as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, on each such interest payment date, to the Registered
Owner hereof, at its address as it appeared on the last business day of the month next preceding
each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar,
as hereinafter described. In the event of a non-payment of interest on a scheduled payment date,
and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date")
will be established by the Paying Agent/Registrar if and when funds for the payment of such
interest have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (the "Special Payment Date" which shall be 15 days after the
Special Record Date) shall be sent at least five business days prior to the Special Record Date by
United States mail, first class, postage prepaid, to the address of each Registered Owner appearing
on the Registration Books of the Paying Agent/Registrar at the close of business on the last
business day next preceding the date of mailing of such notice. Any accrued interest due upon the
redemption of this Bond prior to maturity as provided herein shall be paid to the Registered Owner
upon presentation and surrender of this Bond for redemption and payment at the principal office
for payment of the Paying Agent/Registrar (unless the redemption date is a regularly scheduled
interest payment date, in which case accrued interest on such redeemed Bonds shall be payable in
the regular manner described above). The City covenants with the Registered Owner of this Bond
that on or before each principal payment date, interest payment date, and accrued interest payment
date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and
Sinking Fund" referred to in and maintained by the Bond Ordinance, the amounts required to
provide for the payment, in immediately available funds, of all principal of and interest on the
Bonds, when due. Terms used in this Bond and not otherwise defined shall have the meaning
given in the Bond Ordinance.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
principal office for payment of the Paying Agent/Registrar is located are authorized by law or
executive order to close, or the United States Postal Service is not open for business (each a "Non -
Business Day"), then the date for such payment shall be the next succeeding day which is not a
Non -Business Day, and payment on such date shall have the same force and effect as if made on
the original date payment was due.
THIS BOND is one of a series of Bonds dated May 18, 2017, authorized in accordance
with the Constitution and laws of the State of Texas in the principal amount of $27,915,000 FOR
THE PURPOSE OF (1) EXTENDING AND IMPROVING THE CITY'S SYSTEM
INCLUDING (1) ACQUIRING AND UPGRADING ELECTRIC SYSTEM
INFORMATION TECHNOLOGY EQUIPMENT, (2) WATER SYSTEM
IMPROVEMENTS TO THE DOMEL PUMP STATION, (3) WASTEWATER SYSTEM
crownwss 0017: obm... B-2
IMPROVEMENTS TO THE BERRY CREEK LIFT STATION AND FORCE MAIN
IMPROVEMENTS AT THE SAN GABRIEL WASTEWATER TREATMENT PLANT, (II)
REFUNDING THE REFUNDED OBLIGATIONS AND (III) PAYING THE COSTS OF
ISSUING THE BONDS.
ON AUGUST 15, 2026 OR ON ANY DATE THEREAFTER, the Bonds maturing on
and after August 15, 2027 may be redeemed prior to their scheduled maturities, at the option of
the City, with funds derived from any available and lawful source, at a redemption price equal to
the principal amount to be redeemed plus accrued interest to the date fixed for redemption as a
whole, or from time to time in part, and, if in part, the particular Bonds, or portions thereof, 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 portions thereof within
such maturity to be redeemed (provided that a portion of a Bond may be redeemed only in integral
multiples of $5,000 of principal amount).
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity, a written notice of such redemption shall be sent by the Paying Agent/Registrar
by United States mail, first-class postage prepaid, at least 30 days prior to the date fixed for any
such redemption to the Registered Owner of each Bond to be redeemed at its address as it appeared
on the Registration Books maintained by the Paying Agent/Registrar on the day such notice of
redemption is mailed. 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 such written notice of redemption is mailed
and if due provision for such payment is made, all as provided above, the Bonds or portions thereof
which are to be so redeemed thereby automatically shall be treated as redeemed prior to their
scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they
shall not be regarded as being outstanding except for the right of the Registered Owner to receive
the redemption price from the Paying Agent/Registrar out of the funds provided for such payment.
If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity
date, bearing interest at the same rate, in any denomination or denominations in any integral
multiple of $5,000, at the written request of the Registered Owner, and in an aggregate principal
amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the
surrender thereof for cancellation, at the expense of the City, all as provided in the Bond
Ordinance.
WITH RESPECT TO any optional redemption of the Bonds, unless certain prerequisites
to such redemption required by the Bond Ordinance have been met and moneys sufficient to pay
the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been
received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such
notice shall state that said redemption may, at the option of the City, be conditional upon the
satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or
prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of
redemption. If a conditional notice of redemption is given and such prerequisites to the redemption
and sufficient moneys are not received, such notice shall be of no force and effect, the City shall
GTOw usax U017;, Omi.. B-3
not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which
the notice of redemption was given, to the effect that the Bonds have not been redeemed.
DURING ANY PERIOD in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity
and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and
bearing such interest rate shall be selected in accordance with the arrangements between the City
and the securities depository.
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 (an "Authorized
Denomination"). As provided in the Bond 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 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 Bond Ordinance.
Among other requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in
form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing
assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the
assignee or assignees in whose name or names this Bond or any such portion or portions hereof is
or are to be registered. The form of Assignment printed or endorsed on this Bond may be executed
by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and
other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to
evidence the assignment of this Bond or any portion or portions hereof from time to time by the
Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and
charges for transferring and exchanging any Bond or portion thereof shall be paid by the City, but
any taxes or governmental charges required to be paid with respect thereto shall be paid by the one
requesting such assignment, transfer or exchange as a condition precedent to the exercise of such
privilege. The Paying Agent/Registrar shall not be required to make any such transfer or exchange
(i) during the period commencing with the close of business on any Record Date and ending with
the opening of business on the next following principal or interest payment date, or, (ii) with
respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days
prior to its redemption date; provided, however, such limitation of transfer shall not be applicable
to an exchange by the Registered Owner of an unredeemed balance of a Bond called for redemption
in part.
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.
MWMVSB \2017: Ordi.." B-4
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 Bond 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
Previously Issued Panty Obligations and all other outstanding "Parity Obligations" (as defined in
the Bond Ordinance), as such interest comes due, and as such principal matures, are payable from
and secured by a lien on and pledge of the "Pledged Revenues" of the "System" (which is generally
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
issue Additional Panty Obligations which also may be made payable from and equally and ratably
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.
THE CITY also has reserved the right, subject to restrictions stated in the Bond Ordinance
to issue Subordinate Lien Obligations payable from and equally and ratably secured, in whole or
in part, by a lien on and pledge of the Net Revenues (as defined in the Bond Ordinance),
subordinate and inferior in rank and dignity to the lien on and pledge of such Net Revenues
securing payment of the Bonds, the Previously Issued Parity Obligations or any Additional Parity
Obligations.
THE OWNER HEREOF shall never have the right to demand payment of this Bond out
of any funds raised or to be raised by taxation.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the terns and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the City and agrees that the
terms and provisions of this Bond and the Bond 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 the official seal of the City has been duly impressed, or placed
in facsimile, on this Bond.
GTOW USRR 01]:Ordinance B-5
(facsimile signature) (facsimile signature)
City Secretary Mayor
[CITY SEAL]
FORM OF REGISTRATION CERTIFICATE
OF THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE:
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
(COMPTROLLER'S SEAL) Comptroller of Public Accounts
of the State of Texas
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in exchange for a
bond or bonds, or a portion of a bond or bonds of a series which originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of
the State of Texas.
Dated:
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
Paying Agent/Registrar
Authorized Representative
FORM OF ASSIGNMENT:
crOWMUS a U017:Od�. B-6
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned Registered Owner of this Bond, or duly
authorized representative or attorney thereof, hereby sells, assigns and transfers this Bond and all
rights hereunder unto
(Assignee's Social Security or (Please print or typewrite Assignee's name and address,
Taxpayer Identification Number) including zip code)
and hereby irrevocably constitutes and appoints _
attorney to transfer the registration of this Bond on
Books with full power of substitution in the premises.
Dated:
Signature Guaranteed:
the Paying Agent/Registrar's Registration
NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or
a commercial bank or trust company.
NOTICE: The signature above must correspond with the name of the Registered Owner as it
appears upon the front of this Bond in every particular, without alteration or enlargement or any
change whatsoever.
INSERTIONS FOR THE INITIAL BOND
The initial Bond shall be in the form set forth in this Exhibit, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED BELOW, 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 August 15
in each of the years, in the principal installments and bearing interest at the per annum rates set
forth in the following schedule:
aromvwss =17: o.� B-7
Year Principal Rate
(Information from Sections 3 and 4 to be inserted)
The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360 -day year of twelve 30 -day months) from the initial date of delivery of the Bonds at the
respective Interest Rate per annum specified above. Interest is payable on February 15, 2018 and
semiannually on each August 15 and February 15 thereafter to the date of payment of the principal
installment specified above; except, that if this Bond is required to be authenticated and the date
of its authentication is later than the first Record Date (hereinafter defined), such principal amount
shall bear interest from the interest payment date next preceding the date of authentication, unless
such date of authentication is after any Record Date but on or before the next following interest
payment date, in which case such principal amount shall bear interest from such next following
interest payment date; provided, however, that if on the date of authentication hereof the interest
on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid,
then this Bond shall bear interest from the date to which such interest has been paid in full."
C. The initial Bond shall be numbered "T-1."
rTOWMusa =17: ow.w B-8
E3MBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 21 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under
the headings of the Official Statement referred to) below:
1. The annual audited financial statements of the City of Georgetown, Texas or the
unaudited financial statements of the City of Georgetown, Texas in the event audited
financial statements are not completed within 12 months after the end of any Fiscal Year.
2. All quantitative financial information and operating data with respect to the City of
the general type included in the Official Statement under Tables 1 through 11 and 13 and
in Appendix C.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in paragraph 1 above.
GTOWMUS�017: ow� C-1
EXHIBIT D
NOTICE OF REDEWTION/DEFEASANCE
NOTICE IS HEREBY GIVEN that Georgetown, Texas (the "City") has deposited cash and/or
United States government securities in escrow to defease, and has further called for redemption on August
15, 2017 (the 'Redemption Date"), the following obligations of the City (the "Obligations"):
CITY OF GEORGETOWN, UTIMTY SYSTEM REVENUE AND REFUNDING BONDS,
SERIES 2008, the outstanding obligations maturing on August 15 in the years 2018 through and
including 2028, aggregating $2,785,000 in principal amount:
CUSIP
Maturity
Principal
Interest
Number'
August 15
Amount
Rate
3730641774
2018
$315,000
4.000%
373064F82
2019
205,000
4.000
373064F90
2020
210,000
4.000
373064G24
2021
220,000
4.100
373064632
2022
230,000
4.250
373064G40
2023
240,000
4.300
373064G57
2024
250,000
4.375
373064G65
2025
260,000
4.400
373064G73
2026
270,000
4.500
373064G81
2027
285,000
4.600
373064G99
2028
300,000
4.625
*The CUSIP Numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenience of the owners of
the Obligations. The City shall not be responsible for the selection or the correctness of the CUSIP numbers set forth herein.
The redemption price for the above Obligations is par plus accrued interest to the date
fixed for redemption. Such Obligations shall be redeemed and shall not longer bear interest after
the redemption date. Due provision for the payment of the obligations described above has been
made with The Bank ofNew York Mellon Trust Company, N.A. (the "Bank"), and said obligations
shall be presented for payment either in person or by mail, at the following address:
First ClaWRegisteredfCerBfied Mail
By Overnight or Courier
By Hand
The Bank of New York Mellon
The Bank of New York Mellon
The Bank of New York Mellon
Global Corporate Trust
Global Corporate Trust
Global Corporate Trust
P.O. Box 396
111 Sanders Creek Parkway
Corporate Trust Window
East Syracuse, New York 13057
East Syracuse, New York 13057
101 Barclay Street 1st Floor East
New York, New York 10286
In compliance with section 3406 of the Internal Revenue Code of 1986, as amended,
payors making certain payments due on debt securities may be obligated to deduct and withhold a
portion of such payment from the remittance to any payee who has failed to provide such payor
with a valid taxpayer identification number. To avoid the imposition of this withholding tax, such
GTOWMUSRaBU017: ow�ce D-1
payees should submit a certified taxpayer identification number when surrendering the Obligations
for redemption.
CITY OF GEORGETOWN, TEXAS
GTOWMLM3 M2011: Ordi... D-2
ESCROW AGREEMENT
GTOw USa \2017:orai.� E -I