HomeMy WebLinkAboutORD 84-40 - Revenue BondsORDINANCE 84--40
ORDINANCE AUTHORIZING THE ISSUANCF.OF REVENUE BONDS
THE STATE OF TEXAS
COUNTY OF W I LL I AhISON
CITY OF GEORGETOWN
WHEREAS, all the bonds hereinafter authorized were .law-
fully and favorably voted at an election duly held in said City
on February 25,..1984;" and
WHEREAS, the City Council of said City deems it necessary
and advisable to authorize, issue, and deliver an installment
or series of bonds; and -
`WHEREAS,"THE City received no petition from the qualified
electors of said City protesting the issuance of such revenue
bonds; and
WHEREAS, the bonds hereinafter authorized and designated
are to be issued and delivered pursuant to Vernon's Articles "
1111 through 1118; and
BE IT ORDAINED B'z.., THE CITY COUNCIL OF THE CITY OF
GEORGETOWN:
Section I . J AMOUNT AVID PURPOSE OF THE BONDS. The bond or
bonds of the City of Georgetown (the "Issuer") are hereby au
thorized to.be issued and delivered in the aggregate principal
amount of $2,400,000, for the purpose of improving and extend-
ing the Issuer's Waterworks System, to -wit: Water Treatment
Flant and Transmission Lines.
Section 2. DESIGNATION OF THE BONDS. Each bond" issued
pursuant to this Ordinance shall be designated: ' "CITY OF,
GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE, BOND, SERIES '1984'x,:
and initially there shall be issued,, sold, and delivered here-
under _a single fully registered bond, without interest,' coupons,'
payable in installments of principal ,(the "Initial Bond"), but
the Initial Bond may be assigned and transferred and/or con
!verted into and exchanged for a like aggregate principal amount
of fully registered bonds, -without interest coupons,having
serial maturities, and in the denomination or denominations of
$5,000 or,any integral multiple of $5,000, all in the manner
hereinafter provided. The term "Bonds" as used in' this Ordi-
nance shall mean and include collectively the Initial Bond and
all substitute bonds exchanged therefor, as well. as all other
substitute bonds and replacement bonds issued pursuant hereto,
and the term "Bond" shall mean any of the Bonds
Section 3. INITIAL DATE DENOMINATION NUMBER MATUR -
,. I
`TILS, INITIAL REGISTERED OWNER, AND CHARACTERISTICS OF THE INI
(TIAL BONT). (a) The Initial Bond is hereby authorized to be
issued,,sold, and delivered hereunder as a single fully regis-
tered Bond,
egiatered°Bond, without interest coupons, dated July 15, 1984, in
the denomination and aggregate principal amount of $2,,000,0000
numbered R-1.payable in annual installments ofprincipalto
the initial registered owner thereof, to -wits
or to the registered assignee or assignees of said Initial Bond
or any portion or portions thereof jin each case, the "regis-
tered owner"), with the annual installments of"principal of the
Initial Bond to be payable 'on the dates, respectively, -and in
the principal amounts, respectively, stated in the FORM OF INI-
TIAL BOND set forth in this Ordinance.
(b) -The Initial Bond (i) may be prepaid or redeemed prior
to the respective scheduled due dates of installments of prin-
cipal thereof, (ii) may be assigned and transferred, (iii) may
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be converted and exchanged for other Bonds, (iv) shall have the
characteristics, and (v) shall be signed and.sealed,; and the
principal of and interest on the Initial Bond shall be payable,
all as provided, and in the manner required' or indicated, in
the FORM OF INITIAL BOND set forth in this Ordinance.
Section 4. INTEREST. The unpaid principal balance of the
Initial Bond shall bear interest from the date of the Initial
Bond to the respective scheduled due dates,, or to the respec-
tive dates of prepayment or redemption of the 'Installments of
principal of the Initial Bond, and said,interest`shall be pay-
able, all in the manner provided and at the rates and on the
dates stated in the FORM OF INITIAL BOND set forth in this Ord-
inance:
Section S. FORM OF INITIAL BOND. The form of the Initial
Bond, including the form of Registration Certificate of the
Comptroller of Public Accounts of the State of Texas to be en-
dorsed on the Initial Bond, shall be substantially as follows:
FORM OF INITIAL BOND,
NO. R-1 $2,000,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF WILLIAMSON
CITY OF GEORGETOWN, TEXAS
UTILITY SYSTEM REVENUE BOND
SERIES 1984
THE CITY OF GEORGETOWN, in Williamson' County, Texas (the
"Issuer") being a political subdivision of the State of Texas,,,,`'
hereby promises to pay to
Dean Witter Reynolds Inc.
or to the registered assignee or assignees of this Bond or any
portion or portions hereof (in each case, -the ."registered
owner") the aggregate principal amount of
TWO MILLION DOLLARS
in annual installments of principal due and payable on August
15 in each of the years, and in the respective principal
amounts, as set forth in the following schedule:
YEAR AMOUNT YEAR AMOUNT
I 1986 $10,000 1995 $135,000
1987- 40,000 1996 150,000
11.788 45,000 1997 150,000
1989 - 55,000 1998 150,000
1990 55,000 1999 150,000
1991 100,000 2000 150,000
1992 110,000 2001 150,000
1993 120,000 2002 150,000
1994 125,000 2003. 155,000
and to7 pay interest, from the date of this Bond hereinafter
stated, on the balance of each such installment of principal,
respectively, from time to time remaining unpaid, at the rates;
as follows:
I
2
V
"3
.� a
per annum on the above installment of
principal due and payable on August 15; 1986;
12.00.;,' per annum on the above installment of
principal due and payable on August 15, 1987;
g per annum on the above installment of
principal due and payable on August 15, 1988;
12,00,% per annum on the above installment of
principal ,due and payable on August 1S, 1989;
12.00 % per annum on the above installment of
principal due and payable on August 15, 1990;
12. 00 '; per annum on the above installment of
principal due and payable on August 15, 1991,-
12- PO
991;12-00 ' per annum on the above instal lment of
principal due and payable on August 15, 1992;
12.00 % per annum on the above installment of
principal due and payable on August 15, 1993--
9.
993;9. 30 % per annum on the above installment of
principal due acid payable on August 15, 1994;
9.45 % per annum on the above installment of
principal due and payable on August 15, 1995;
9.60 % per annum on the above installment of
principal due and payable on August 15, 1996;
.80 % per annum an the above inota IIment of
principal due and payable on August 15, 1997;
90 % per annum on the above installment of
principal due and payable on August 15,� 1998;
1MQ"; per annum on the above installment of
principal due and payable on August 15, 1999;
per annum on the above installment of
principal due and payable on August 15, 2000;
ger annum on the above installment of
principal due and payable on August 15, 2002;`
1.4Q"o per annum on the above installment of
principal due and payable on August 15,'2002;
9.125 °; per annum on the above installment of
principal due and payable on August 15 2003;
with said interest being payable .
on February 15,`1985, and
semiannually on each August 15 and February 15 thereafter while
this Bond or any portion hereof is outstanding and unpaid,
THE INSTALLMENTS OF PRINCIPAL, OF AND THE INTEREST ON this
Bond are payable: in lawful money of the United Statesof
America, without exchange or collection charges. The install-
ments of principal and the interest on this Bond are payable to
the registered owner hereof through the services of First City
NationalBankof Austin, Austin, Texas,•which is the "Paying
Agent/Registrar" for this .Bond. Payment of all principal of
and interest on this Bond shall be made by the Paying Agent/
Registrar to the registered owner hereof on each principal and/
or interest payment date by check or draft, dated as of such
date, drawn by the Paying Agent/Registrar on, and payable sole-
ly from, funds of the Issuer required ,by the ordinance author-
izing 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 or draft shall be sent by
the Paying Agent/Registrar by United States mail, first-class
postage prepaid, on each such principal and/or interest payment
date, to the registered owner hereof, at the address of the
registered owner, 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. The Issuer- covenants with the regis-
tered owner of this Bond that on or before each principal and/
or interest, payment date for this Bond it will make available
to the Paying Agent/Registrar, from the "Interest and Redemp
tion Fund" created .by :thea Bgnd:',Qr:dinance, the amounts required
to provide for the payment. in immediately available funds, of
all pritac,.pal of and interest'czt this Bond, when due,
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IF THE DATE for the payment of the 'principal of or Inter-
est on' -thio Bond shall be a Saturday, Sunday, a legal holiday,
or a day on which banking institutions in the City where the
Paying:Agent/Registrar is located are authorized by law or
executive order to close, then'the date for such payment shall
be" the next succeeding day which is not such a Saturday,
Sunday, legal holiday,or day on which banking institutions are
authorized to close; and payment on such date shall have the
same force and effect as if made on the original date payment
was due.
THIS„ BONDhas been authorized in accordance with the
Constitution and laws of the State of' Texas for the purpose of
improving and extending the Issuer's Waterworks System, to -wit:.
Water Treatment Plant and Transmission Lines.
ON AUGUST 15, 199', or on any interest payment date there-
after, the unpaid installments of principal of this Bond may be
prepaid or redeemed prior to their scheduled due dates, at the
option of the Issuer, with funds derived from any available
source,-' as a whole, or,,.in part, and, if in part the Issuer
shall 'select and designate the maturity or maturities and the
amount that is to be redeemed, and if less than a whole matur-
ity is-.
aturity-is-. to be redeemed, the: Issuer shall direct the Paying
Agent/Registrar tocall by lot (provided that a portion of this
Bond may be redeemed only in an integral multiple of -$5,000),
plus accrued interest to the date fixed for prepayment or re-
demption. ,At least 30 days ,prior to the date fixed for any
such prepayment or redemption' a:' written 'notice •of such prepay-
ment or redemption shall be mailedby the:Paying Agent/Regis
trar to the registered owner*hereof. By the date fixed for any
such prepayment- or redemption due provision shall -be made by
the Issuer with the Paying Agent/Registrar-for the payment of
the required prepayment or redemption price for this- Bond or
the portion hereof which is to be so prepaid or redeemed, plus
accrued interest thereon to the date fixed for prepayment or
redemption.. If such written notice of prepayment or redemption
is given, and if due provision for such payment is made, all as
provided above, this Bond, or the portion thereof which is to
be " so prepaid ' "or - redeemed, thereby automatically- shall be
treated as prepaid or redeemed prior.to its scheduled due date,
and`�shall"not bear interest after the date fixed for'its pre-
payment or redemption, and shall -not be regarded as being out-
standing except for the right of the registered -owner to re-
ceive -the prepayment or`redemption price plus accrued" interest
to the date fixed for prepayment or redemption from the Paying
Agent/Registrar out of the funds provided for such payment.
The Paying Agent/Registrar shall record in the Registration
Books all such prepayments or redemptions of principal of this
Bond or any portion hereof.
THIS BOND, to the extent of the unpaid or unredeemed prin-
cipal balance ,hereof, or ar?y unpaid. and 'unredeemed portion
hereof in any 4ntegral multiple of $5,000, may be assigned by
the initial registered owner hereof 'and�shall be b transferred
only in the Registration Books of the Issuer kept by'the Paying
Agent/Registrar acting in the capacity of`registrar for the
Bonds, upon the terms and conditions`set forth in the Bond Ord-
inance. Among other •requirements`for such transfer, this Bond
must be'presented and surrendered to the Paying Agent/Registrar
for cancellation, together with proper 'instruments of assign-
ment,' in form and'with guarantee of signatures satisfactory to
the Paying Agent/Registrar, evidencing assignment by the ini-
tial registered owner of this`Band, - or any portion or portions
hereof in any integral multipleof $5,000, to the assignee or
assignees in whose name or names this Bond or any such portion
or portions hereof '4s'�or'`are 'to"be -transferred and _registered.
Any instrument or instruments of assignment satisfactory to the
Faying Agent/Registrar may La used to evidence the assignment
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of this Fond or any such portion or portions hereof by the ini-
tial registered owner hereof. A new bond or bonds payable to
such assignee or assignees (which then will be the new regis-
tered owner or owners of such new Bond or Bonds) or to the ini-
tial registered owner as to any portion of this Bond which is
not being assigned and 'transferred by the initial registered
Owner,; shall be delivered by the Paying Agent/Registrar in con-•,
version of and exchange for this Bond or any portion or por-
tions hereof, but solely in the form and manner as provided in
the next paragraph hereof for the conversion and exchange of
this- Bond or any portion hereof. The registered owner of this
Bond ,shall be deemed and treated by the issuer and -the Paying
Agent/Registrar. as the absolute owner hereof for all purposes,
including payment and discharge :of liability upon this Bond to
the extent of such payment,. and the Issuer and the Paying
Agent/'Registrar shall not be affected by any notice to the con-
trary.
AS PROVIDED above and in the Bond Ordinance, this Bond, to
the extent of the unpaid or unredeemed principal balance here-
of, may be converted into and exchanged for a like aggregate
principal amount of fully registered bonds, without interest
coupons, payable to the aosignee or assignee* duly designated
in writing by the initial registered owner hereof,, or to the
initial registered owner as to any portion of this Bond which
Is not being assigned and transferred by the initial registered
owner, in, any denomination or denominations in any °integral
•multiple of $5,000 (subject to the requirement., hereinafter
stated that each substitute bond issued in exchange for any
portion of -.this Bond shall have a single stated principal ma-
turity date), 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. If this. Bond or
any portion hereof is assigned and transferred or,. converted'
each bond .issued in exchange for any portion hereof- shall have
a single stated principal maturity date corresponding to the
due date of, the. installment of principal. of this Bond or por-
tion hereof for which the substitute bond is being exchanged
and shall bear interest at the rate applicable to and borne by
such installment of principal or portion thereof. Such bonds,
respectively,, shall be subject to redemption prior to maturity
on the same -dates and for thesame prices as the corresponding
installment .of principal of this Bond or portion hereof for
which they are being exchanged. No such bond shall be payable
Pin installments, but shall have only one stated principal ma-
turity date. AS PROVIDED IN THE BOND ORDINANCE, THIS BOND IN
ITS PRESENT FORM MAY BE ASSIGNED AND TRANSFERRED OR CONVERTED
ONCE ONLY, and to one or more assignees,, but, the bonds issued
and delivered in exchange for this Bond or any portion hereof
may be assigned and transferred, and converted, subsequently,
as provided in the Bond Ordinance. The Issuer shall pay the
Paying Agent/Registrar's standard or customary fees and charges
for transferring, converting, and exchanging this Bond or any
portion thereof, but the one requesting such transfer, conver-
sion, and exchange shall pay any taxes or governmental charges
required to be paid with respect thereto. The Paying Agent/
Registrar shall not be required to make any such assignment,
conversion, 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 principalorinterest
payment date, or, (ii) with respect to any Bond or portion
thereof called for prepayment or redemption prior to maturity,
within 45 days prior to its prepayment or redemption date.
IN THE EVENT any Paying Agent/Registrar for this Bond is
changed by the Issuer, resigns, or otherwise ceases to act as
such, - the Issuer has covenanted in the Bond Ordinance that it
promptly will appoint. a Competent and legally qualified
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substitute therefor, and promptly will cause written notice
thereof to be mailed to the registered owner of this Bond.
IT IS HEREBY -certified, recited, and covenanted that this
Bond has been duly and validly voted, authorized, issued, sold,
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; and that the,interest
on- and principall'of this Bond, together with other revenue
bonds of the Issuer, are payable from, and secured by a first
lien on and pledge of the Net Revenues of the Issuer's Utility
System, being the Issuer's'. combined Waterworks, Sewer and
Electric Light System, including all additions, 'extensions and
improvements thereto which may hereafter be made.
SAID ISSUER has reserved the right, subject to the
Irestrictions stated, and adopted by reference, in the Ordinance
authorizing this Series of Bonds, to issue additional parity
revenue bonds which also may be made payable from, and secured
iby a lien on and pledge of the Net Revenues of the Issuer's
Utility System :in the same manner and to the same extent as
this series of Bonds.
- THE HOLDER HEREOF shall never have the right -to demand
payment of -this obligation out of any funds raised or to be
Iraised by taxation.
BY BECOMING the registered owner of,this Bond, the regis-
tered owner thereby acknowledges all of 'the terms and provi-
sions '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 Issuer, and agrees
that the terms -and provisions of this Bond and the Bond Ordi-
nance constitute a contract between the registered owner hereof
and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be
signed with the m nual signature of the Mayor of the Issuer and
countersigned h the manual signature,of-the City Secretary
of the Issue as caused the official seal of the Issuer to be
duly impres ed on this Bond, and has caused this Bond to be
ted 5, 984,
City Secretary Mayor
(CITY SEAL)
-
FORM OF REG,. STRAT I ON CERTIFICATE OF THE
COr1PTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certi-
fied 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
xxxxxxxx
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL )
S
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Section 6. , ADDITIONAL '-CHARACTERISTICS OF THE BONDS.
Fegistration and Transfer.., (a) The Issuer shall keep or cause
to be kept at the principal 'corporate trust office of First
City 'National Bank of Austin,, Austin, Texas, (the "Paying
Agent/Registrar")_ books,xor records 'of. the registration and
transfer of the-+ Bonds (the "Registration Books"), and the
Issuer hereby appoints the Paying Agent/Registrar as its regis-
trar and transfer agent to keep such books or records and make
such transfers and registrations under such reasonable regula-
tions as
egula-tions<as the Issuer and Paying agent/Registrar may prescribe;,
and the Paying Agent/Registrar shalt make such transfers and
registrations as herein provided..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 Issuer 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 othearwiso required by law, shell not
permit their w,inspection eby,.any other entity. Registration of
ea4-i , Bond may.- be transferred . in - the• Registration Books only
upon presentation and surrender'=of such Bond to -the Paying
Agent/Registrar-far transfer of registration and cancellation,
together.with proper written -instruments of assignment, in form
and with -guarantee of, signatures satisfactory, to' the Paying
Agent/Registrar, (i) evidencing the assignment of ,the Bond, or
any portion thereof in any integral '.tnultiple of $5,000, to the
assignee, or. .,assignees thereof, <,and (ii) .the right of such
assignee -or assignees to have the' Bond or any :such portion
thereof registered in the name of such assignee or, assignees.
Upon the assignment and transfer,.of any Bond, or any portion
thereof, a, new: substitute Bond or Bonds shall be issued in
conversion and exchange therefor in the manner herein provided.
The Initial. Bond, to the extent of the unpaid or unredeemed
principal, balance thereof, maybe' assigned and transferred by
the initial registered owner thereof once only, and, to one or
more ,assignees designated in writing by the initial registered
owner thereof. All Bonds issued and delivered in conversion of
and exchange for the Initial Bond shall be in any denomination
or -denominations of any integral 'multiple of $5,000 (subject to
the requirement. hereinafter: stated that each substitute Bond
shall have a single stated principal maturity date), shall be,
i.,za the;£arm prescribed in the FORM -OF SUBSTITUTE -BOND set forth
in this Ordinance, and shall have the characteristics, and may
be assigned,, transferred, slid converted as hereinafter'pro-
vided,.
provided,. If the Initial Bond or .any portion thereof is -assigned
and transferred or converted the Initial Bond must be surren-
dered to the Paying Agent/Registrar for cancellation,' and each
Bond issued ,in exchange for any portion of the :Initial Bond
shall have, a sinale 'stated principal tmaturIty date, and shall
not be payable in installments; and each such Bond -shall have a
principal maturity, date corresponding to- the, due date of the
installment - of principal or portion thereof ,for which the
substitute Bond is being exchanged; and each such Bond shall
bear :interest at the single rate applicable , to,, and borne by
such installment of principal; or portion thereof for which it
is being exchanged. If only a portion of the Initial Bond is
assigned and transferred,, there- shall be delivered to and
registered in the name of the initial registered owner substi-
tute Bonds in exchange for the ;Unassigned balance of the
Initial Bond in the same manner as if the initial registered
owner were: the assignee thereof."' It any Bond or portion
thereof other than :the Ind tial=Bond is assigned and transferred
or convez-ted each: Foiid issued in "exchange therefor shall have
the same principal, maturity date and beam interest at, the same
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rate as -the Bond for which it `is exchanged. A form of assign-
ment shall be printed or endorsed on each Bond, excepting the
Initial Bond, which shall be executed by the registered owner
or.its duly authorized attorney or, representative to evidence
an assignment thereof. Upon surrender of - any Bonds or any
portion or portions thereof for transfer of registration, an
authorized representative of the Paying Agent/Registrar shall
make such transfer in the Registration Books, and shall deliver
a new fully registered substitute Bond or Bonds, having the
characteristics herein described, payable to such assignee or
assignees (which then will be the registered owner or owners of
such new Bond or Bonds), or to the previous registered owner in
case only a portion of a Bond is being assigned and trans-
ferred, , all
ransferred,,all in conversion of and exchange for said assigned
Bond or Bonds or any portion or portions thereof, in the same
form and manner,and with the same effect, as provided in
Section 6(d), below, for the conversion and exchange of Bonds
by any registered owner of a Bond. The Issuer shall' pay the
Paying Agent/Registrar's standard or customary fees and charges
for making such transfer and delivery of a substitute Bond or
Bonds, but the one requesting such transfer shall pay any taxes
or other governmental charges required to be paid with respect
thereto. The Paying Agent ,'Registrar shall not be required to
make transfers of. registration of any Bond or'° any portion
thereof - (i) during the period commencing with the close of
business on any RecordDate 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.
(b) Ownership of Bonds. The entity in whose -name any
Bond shall be registered in the Registration Books at any time
shall be deemed and treated as the absolute owner thereof for
all purposes of this Ordinance, whether or not such Bond shall
be overdue, and the Issuer and the Paying Agent/Registrar shall
not be affected by any notice to the contrary; and payment of,
or on, account of, the. principal of, premium, if any, and
interest on any such Bond shall be made only to such registered
owner. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the
extent of the sum or sums so paid.
(c) moment of Bonds -'and "Interest. The Issuer hereby
further _appoints the Paying _Agent/Registrar to act as the
paying agent --for paying the principal of and interest on the
Bonds,; and to" act as its agent to convert and exchange or
replace Bonds, all as provided in this Ordinance,` The Paying
Agent/Registrar shall keep proper records of all payments made
by the Issuer 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. How-
ever,, in the event of a nonpayment of interest on a scheduled
payment date,, and for thirty'(30) days thereafter, a new record
idate for such interest payment (a "Special Record Date") will
ibe established by the Paying Agexit/Registrar,_if and when funds
for the payment of such interest have been ,received from the
District. N6tice 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 Bondholder appearing on the Security Register at the close
of business on the last business day'next preceding the date of
mailing of such notice.
(d) Conversion and E;xchanae�or Replacement; Authentica
tion, Each Bond issued and delivered pursuant.tothis yOrdin-
atice,.• 'to - the extent of the unpaid or unredeemed principal bal-
1 ance ,or principal amount thereof, may, upon surrender oz such
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Bond at the principal corporate trust office of the •Paying
Agent/Registrar, together with a written request therefor duly
executed by the registered owner or the assignee or assignees
thereof, or its.or their duly authorized attorneys or represen-
tatives, with guarantee of signatures satisfactory to the Pay-
ing Ag-ent/Registrar, may, at the option of the registered owner
or such assignee or assignees, as appropriate, be converted
into and exchanged for fully registered bonds, without interest
coupons, in the form prescribed in the FORM OF SUBSTITUTE BOND
set forth in this Ordinance, in the denomination of $5,000, or
any integral multiple of $5,000 (subject to the requirement
hereinafter stated that each substitute Bond shall have a
single stated maturity date), as requested in writing by such
registered owner or such assignee or assignees, in an aggregate
principal amount equal to the unpaid or unredeemed principal
balance' or principal amount of any Bond or Bonds so surren-
dered, and payable to the appropriate registered owner, assign-
ee, or assignees, as the case may be. If the Initial Bond is
assigned and transferred or converted each substitute Bond
issued in exchange for any portion of the Initial Bond shall
have a single stated principal maturity date, and shall not be
payable in installments; and each such Bond shall have a prin-
cipal maturity date corresponding to the due date of the in-
stallment of principal or portion thereof for which the sub-
stitute Bond is being exchanged; and each such Bondshallbear
interest at the single rate applicable to and .borne by such
installment -of principal or portion thereof for which it is
being exchanged. If a portion of any Bond (other than the
Initial Bond) shall be redeemed prior to its scheduled maturity
as provided 'herein, a substitute Bond or Bonds having the same
maturity date, bearing interest at the same rate, in the denom-
ination or denominations of' any integral multiple of $5,000 at
the request of the registered owner, and in ;aggregate principal
amount equal -to the unredeemed portion thereof, will be issued
to the registered owner upon surrender thereof for cancella-
tion. 'If any Bond or portion thereof ('other than the Initial
Bond)eis assigned and transferred or converted, each Bond is-
sued in exchange therefor shall have the same principal matur-
ity ,date and bear interest at the same rate as the 'Bond for
which it is being exchanged. Each substitute Bond shall bear a
letter and/or number to distinguish it from each other Bond.
The Paying Agent/Registrar shall convert and exchange or re-
place Bonds as provided herein, and each fully registered bond
delivered in conversion of and exchange for or replacement of
any Bond or portion thereof as permitted or required by any
provision -of this Ordinance shall constitute one of the Bonds
for all purposes, of this Ordinance, and may again be converted
an& exchanged or replaced. It is specifically provided that
any Bond authenticated in conversion of and exchange for or
replacement of another Bond on or prior to the first bcheduled
Record Date for the Initial.Bond shall bear interest from the
date of the Initial Bond, but each substitute Bond so authenti-
cated after such first scheduled Record Date sha4l bear inter-
est from the interest payment date next preceding the date on
which such substitute Bond was so authenticated, unless such
Bond is authenticated after any Record Date but on or before
the next following interest payment date, in which case it
shall bear interest from such next following interest payment
date; provided, however, that if at the time of delivery of any
substitute Bond the interest on the Bond for which itis being
exchanged is due but has not been paid, then such Bond shall
bear `interest from the date to which such interest ;has been
paid in full. THE INITIAL BOND issued and delivered pursuant
to this Ordinance is not required to be, and shall not be, au-
thenticated by the Faying'Agent/Registrar, but on each substi-
tute Bond issued in conversion of and exchange for, or`` replace-
ment of any Bond or`Bonds issued- under this Ordinance there
shall be printed ai certificate, in the 'f�+-m substantially as
fellows;
9
"PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It' is'hereby certified that this Bond has been issued
under the provisions of the Bond Ordinance described on the
,face of this Bond; and that this Bond has. been issued in
conversion of and exchange for or replacement of a bond, bonds,
or a portion of a bond or bonds of an issue 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.
Paying Agent/Registrar
Dated By
Authorized Representative
An authorized 'representative of the Paying -Agent/Registrar
shall, before the delivery of any such Bond, date and manually
sign -the above Certificate, and no such Bond shall be deemed to
be issued or outstanding unless such Certificate is so ex-
ecuted. The Paying Agent/Registrar promptly shall. cancel all
Bonds surrendered for conversion and exchange or replacement.
No additional ordinances, orders, or resolutions need be passed
or adopted by the governing body of the Issuer or any other
body or person so as to accomplish the foregoing conversion and
exchange or replacement of any Bond or portion thereof; and the
Paying Agent/Registrar shall provide for -the printing, execu-
tion, and delivery of the substitute Bonds in the manner pre-
scribed herein,.and said Bonds shall -be of type composition
printed on paper with lithographed or steel engraved borders of
customary weight and strength. Pursuant to Vernon's Ann. Tex.
Civ. St,, Art. 717k -6, -and particularly Section 6 thereof, the
duty of conversion and exchange or replacement of Bonds as
aforesaid is hereby imposed upon the Paying Agent/Registrar,
and, upon the execution of the above Paying Agent/Registrar's
Authentication Certificate, the converted and exchanged or
(replaced Bond shall be valid, incontestable,. and enforceable
in the same manner and with the same effect as the Initial Bond
jwhich originally was issued pursuant. to this Ordinance, -ap
proved by the,Attorney General, and registered by the Comp-
troller, of Public Accounts. The Issuer shall pay the Paying
Agent/Registrar's standard or customary fees and charges for
transferring, converting, and exchanging any Bond or any
portion ,thereof,., but the one requesting any such transfer,
conversion, and exchange shall pay any taxes or governmental
charges required -to be paid with respect thereto as.a condition
precedent to the exercise .of such privilege of conversion and
exchange. The Paying Agent/ Registrar shall not be required to
make any such conversion and exchange or replacement -of Bonds
or any portion thereof (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 portion
thereof called for redemption prior to maturity, within 45 days`
prior to its redemption date.
(e) In General. All Bonds issued in conversion and
exchange or replacement of any, other Bond or portion thereof,
(i), shall be issued in fully registered form, withoutinterest
coupons, with the principal of and interest on such Bonds to be
payable only to the registered owners thereof, (ii) may be
redeemed prior to their scheduled maturities (iii) may be
transferred and assigned, (iv) may be converted`and exchanged
for other Bonds, (v) shall have the characteristics, (vi) shall
be signed and sealed, and (vii) the principal. of and interest'
on the Bonds shall> be payable,, all as provided, and in the
manner required or indicated, in the. FORM OF SUBSTI'T'UTE BOND
set forth in this Ordinance.
10
(fJ Payment of Fees 'and _Charges. The Issuer hereby
covenants with the registered ~owiiers of the Bonds that it will
(i) pay the standard or customary fees and charges of the
Paying Agent/Registrar for its services with respect to the
payment -of the principal of and interest on the Bonds, when
due, and {ii) pay the fees and charges of the Paying Agent/
Registrar for services with respect to the transfer of regis-
tration of Bonds, and with respect to the conversion and
exchange of Bonds solely to the extent above provided in this
Ordinance.
(g) Substitute Paving Agent/Registrar.- The Issuer coven-
ants with the registered owners of the Bonds that at all times
whiletheBonds are outstanding the Issuer will provide a
competent and legally qualified bank, trust. company, financial
institution, or other agency 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
Issuerreservesthe right to, and may, at its option, change
the Paying Agent/Registrar upon not Jess than 120 days written
notice to the Paying Agent/Registrar, to be effective not later
than 60 days prior to the next principal or interest payment
date after such notices. 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 other-
wise cease to act as such, the Issuer 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/Regis-
trar 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/Regis-
trar designated and appointed by the Issuer. Upon any change
in the paying Agent/Registrar, the Issuer promptly will cause a
written notice' thereof to be sent by the new Paying Agent/Reg
istrar 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/Regis-
trar 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.
Section 7. FORM OF SUBSTITUTE BONDS. The form of all
Bonds issued in conversion and exchange .or replacement of any
other Bond or portion thereof, including the form of Paying
'Agent/Registrar's Certificate to be printed, on each of such
Bonds, and the Form of Assignment to be printed on each of the
Bonds, shall be, respectively, substantially as folldws, with
such appropriate variations, omissions, or insertions as are
permitted or required by this Ordinance,
FORM OF SUBSTITUTE BOND
PRINCIPAL
NO. _ AMOUNT
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTY OF WILLIAMSON
CITY OF GEORGETOWN, TEXAS
UTILITY SYSTEM REVENUE BOND
SERIES 1984
INTEREST RATE MATURITY DATE CUSIP NO.
3
ON THE MATURITY DATE specified above,. THE CITY OF GEORGE-
TOWN, in Williamson County, Texas (the "Issuer"), being a poli-
tical subdivision of the State of Texas, hereby promises to pay
oto.
or to the registered assignee hereof -(either being` hereinafter
called the "registered owner"),the principal amount of
and to pay interest thereon from July 15, 1984 to the maturity
date specified above, or the date of redemption prior to matur-
ity, at the interest rate per annum specified above with inter-
est being payable February 15, .1985 and semiannually on each
August. 15 and February 15 thereafter; except that if the date
of authentication of this Bond is later than January 31, 1985,
such principal amount shall bear interest from the interest
payment date next preceding the date of authentication, unless
such date of authentication is afteranyRecord Date (herein-
after defined) 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.
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 principal corporate
trust office, of First City National Bank of Austin,. Austin,
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 or draft, dated as of such -interest
payment date, drawn by. the Paying Agent/Registrar�on, and
payable solely from, funds of the Issuer required by the
ordinance authorizing the issuance of the Bonds -.(the "Bond
Ordinance")- to -be on deposit with the -Paying Agent/Registrar
for such purpose as hereinafter provided; and such :check or
draft shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, on each such interest
payment date, to the registered owner hereof, at the address of
the registered owner, 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. Any accrued interest due upon the
redemption. of this Bond prior to maturity as provided herein
shall be paid to the registered owner at the principal corpor-
ate trust office of the Paying Agent/Registrar upon presenta-
tion and surrender of this Bond for redemption and payment at
the principal corporate trust office of the Paying Agent/Regis
trar. `"The Issuer 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 Redemption Fund" created 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.
IF THE DATE for the payment of the principal of or inter-
est on this Bond shall be a Saturday, Sunday, a legal holiday,
or a day on which banking institutions in the City where the
Paying Agent/Registrar is located are authorized by law or
executive order to close, then the date for such payment shall
be the next succeeding day which is riot such a Saturday, ,
Sunday, legal holiday, or day on which banking institutions are
authorized to close; and payment on such date shall have the
same force and effect as if made on the original date payment
was due
12
340
111 THIS BOND is one of an issue of Bonds initially dated July
1984, author.ired in accordance --with, .the Constitution and
laws of the State of Texas in the principal amount of
$2,000,000, for the purpose of improving and extending the
Issuer's Waterworks System, to -wit: Water Treatment Plant and
Transmission Lines.
ON AUGUST 15, 1994, or on any interest payment date there-
after, the unpaid installments of principal of this Bond may be
prepaid or redeemed prior to their scheduled due dates, at the
option,of the Issuer, with funds .derived from any available
source, as a whole, .or in part, -and, if in part the Issuer
shall select and designate the maturity or maturities and the
amountthatis to be redeemed, and if less than a whole matur-
ity is to be called, the Issuer shall direct the Paying Agent/
Registrar to call by lot (provided that a portion of a Bond may
be redeemed only in an integral multiple of $5,000), at the
,redemption price of the principal amount thereof, plus accrued
interest to the date fixed for prepayment or redemption. 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 published once in a financial publica-
tion, Journal, -or reporter of general circulation among secur-
ities dealers in The City of New York, New York (including, but
not.limited to, The Bond Buyer and The Wall Street Journal), or
in the State of Texas (including, but not limited to, The Texas
Bond Reporter). Such notice also.shall be sent by the Paying
Agent/Registrar by United States mail, first class postage pre-
paid, not less than 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 45th day prior to
such redemption date; provided, however, -that the failure to
send, mail, or receive such notice, or any defect therein or in
the-, sending .or mailing thereof, shall not affect the validity
or effectiveness of the proceedings for the redemption of any
Bond, and it is hereby specifically provided that the publica-
tion of such notice as required above shall be the only notice
actually required in connection with or as a prerequisite to
the redemption of any Bonds or portions -thereof. By the date
fixed for any such - redemption due provision shall be made with
the Paying Agent/Registrar for the payment"of the required re-
demption price for the Bonds or portions thereof which are to
be so redeemed,.plus.accrued interest -thereon to°the date fixed
for redemption. If such written notice.of redemption is pub-
lished and if due provision for such payment is made, all as
provided.,,,ahove,, 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 plus ac-
crued .interest from the Faying Agent/ Registrar out of the
funds pLovided for such payment. If. a portion of. any Bond
small be redeemed a substitute Bond or Bonds having the same
maturity date,bearing interest at the same rate, in any denom-
ination or denominations in any integral multiple of $5,000, at
the wxitten request of the registered owner, and in aggregate
principal, amount equal to the unredeemed portion thereof, will
be issued to the registered owner upon the surrenderthereof
for cancellation, at the expense of the Issuer, all as provided
in the Bond Ordinance.
THIS BOND -OR ANY PORTION OR PORTIONS HEREOF IN ANY INTE-
GRAL MULTIPLE OF $5,000 may be -assigned and shall be trans-
iferred only in the Registration Books of the Issuer kept by the
Paying Agent; Registrar acting in the capacity of registrar for
the Bonds, upon the terms and conditions set forth in the Bond
Ordinance. Among. oti:er 'regui'rei'�ents for such assignment and
transfer, this F^nd must be -presented and sur ren lered to the
13
3 7
Paying .Agent/Registrar,' together*` with proper instruments of
assignment, in- form `'and with guarantee of signatures satisfac-
tory 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 transferred and registered. The form of Assignment
printed ;or endorsed on this Bond shall be executed by the
registered owner or its duly authorized attorney or representa-
tive, -to evidence the assignment hereof. A new Bond or Bonds
payable to such assignee or assignees (which then will be the
new, registered owner- or owners of r such -new Bond or Bonds), or
to the previous registered owner in the case of the assignment
and transfer, of only a portion of this Bond; may be delivered
by the Paying Agent/Registrar in conversion of and exchange for
this Bond,_ all in the form and manner as provided in the next ,
paragraph' hereof „for the conversion and exchange of other
Bonds.' The Issuer shall pay the Paying Agent/Registrar's
standard orcustomary fees and charges for making such trans
fer,,, but , the one requesting such transfer shall pay any taxes
or other governmental charges required to be paid with respect
thereto.,, -The Paying Agent/Registrar shall not be required'to
make transfers -of registration of this Bond or any; portion
hereof (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. The registered owner, of this Bond
shall, be deemed and treated by the Issuer and. the Paying
Agent/Registrar as the absolute owner hereof for all purposes,
including payment and discharge of liability upon this Bond to
the extent of such, payment,, and the Issuer and the Paying
Agent/Registrar shallnotbe affected by --any' notice to,the
contrary.
ALL BONDS OF THIS SERIES areissuable solely, as fully
registered bonds,•without interest coupons, in the denomination
of any .integral multiple of $5,000. 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 as-
signees hereof, be converted into and<exchanged-for <'a like
aggregate principal amount of fully registered bonds,,,., without
interest coupons, ='payable to the appropriate registered owner,
assignee, or. assignees, as the case may be, having the same
maturity date, and. bearing interest -at the -.same rate, in any
denomination or denominations in any integral °'multiple of
$5;000 as requested3inwriting by the appropriate `registered
owner, assignee, or assignees, as the case may be,�, upon sur-
render of thistBond to the Paying'Agent/Registrar for cancella
tion,, -all -in accordance with the form and procedures set forth
in the Bond Ordinance. The Issuer shall,. pay- the Paying
Agent/Registrar's standard or customary fees and charges for.
transferring, -converting, and exchanging any Bond or any
portion thereof, but the one, requesting such transfer,” conver-
sion,;and exchange shall-pay,ary taxes -or=governmental=charges
required to be paid with respect thereto as a condition prece-
dent to�the exercise of such privilege of conversion and
exchange. The Paying Accent/Registrar. shall not be required to
make any such conversion and 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, portion thereof called for redemption prior to
maturity, within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the. Bunds is
changed by the Issuer, resigns, or otherwise ceases to act as
!such, - the Issuer -has covenanted in the Bond Ordinance. that it
14
r
promptly will appoint a competent And legally qualified substi-
tute therefor, and promptly will 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 voted, authorized, issued, sold,
and delivered; that all wets, 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; and that the interest
on and principal of this Bond, together with other revenue
bonds of the Issuer, are payable from, and secured by a first
lien on and pledge of the Net Revenues of the Issuer's Utility
System, being the Issuer's combined Waterworks, Sewer and
Electric bight System, including all additions,.extensions and
improvements thereto which may hereafter be made.
SAID ISSUER has reserved the right, subject to the
restrictions stated anded
adopt by reference, in the Ordinance.
authorizing this Series of Bonds, to issue in
parity
revenue bonds which also may be made payable from, and secured
by a lien on and pledge of the Net Revenues of .the Issuer's
Utility System in the same manner and to the same extent as
this series of Bonds.
THE HOLDER HEREOF shall never have the right, to demand
jpayment of this obligation out of any funds raised or to be
raised by taxation,
BY; BECOMING the registered owner of this Bond, the regis-
tered owner, thereby acknowledges all of the terms and provi-
sions 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 Issuer, and agrees
that the terms and provisions of this Bond and the Bond Ordi-
nance constitute a contract between eachregistered owner
hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be
signed with the facsimile signature of the Mayor of' -the Issuer
land countersigned with the facsimile. signature of the City
Secretary of the Issuer, and has caused the official seal of
Ithe Issuer to be duly impressed, or placed in facsimile, on
this Bond.
i
`
facsimile signature facsimile sianature)
- _ .�... __L5 --
�, City Secretary Mayor
(CITY SEAL)
FORM OF PAY I NG AGENT I STRAR' S AUTiiENT I CAT I ON CERT I F I CATS
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that :this Bond has been issued
Iunder.the provisions of the Bond Ordinance described on the
face of this Bond; and that this Bond has been issued in
conversion, -of and exchange for or replacement of a bond, bonds,
or a portion of a bond or bonds of an issue 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 Paying Agent/Registrar ,
By -.`.._..r
Authorkzed Representat.ive
15
3,
FORM OF ASSIGNMENT:
ASSIGNMENT
For value received, the undersigned registered owner of this
Bond, or.duly authorized representative or attorney thereof,
hereby assigns this Bond to
(printor type the name and address of the
assignee and any other relevant information)
and authorizes 'the Paying Agent/Registrar' to transfer the
registration of this Bond in the Registration Books.:
Dated
Registered Owner
.(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 'enlarge-
ment of any change whatsoever).
Signature Guaranteed:
(Notice: Signature(s) must be.guaranteed by a member firm
of'the New York Stock Exchange or a commercial bank or trust
company). - t
_ Section 8., -DEFINITIONS. That as ^used in this Ordinance
the following` terms shall have 'the meanings set forth below,
unless the text hereof specifically indicates otherwise:
(a) "City" or "Issuer" shall mean the City,of Georgetown.
(b) "City Council" or "Council" means the governing body
of the City of Georgetown.
(c) "Bonds" shall mean the $2,000,000 of, revenue bonds
authorized by this Ordinance.`
(d)- "Outstanding Bonds" or ° "Outstanding* Revenue Bonds"
shall . mean: the - "City of Georgetown "Utility System:, Revenue
Bonds,` Series 1966, -dated June 1, 1966; "City of Georgetown
Utility System Revenue Bonds, Series 1971, dated March 1, 1971,
"City of Georgetown Utility System Revenue Bonds, Series 1974,
dated October 15, 1974, and, "City of Georgetown Utility, System
Revenue Bonds, Series 1981, dated August 15, 1981.
(e) "Parity Bonds" shall mean collectively t•he Bonds and
the Outstanding Bonds.
(f) "Additional Bonds" shall mean the additional parity
revenue bonds permitted to be issued under the provisions of
the ordinance authorizing the Parity Bonds.
(g) "Utility System" shall mean the System created and
established for and on behalf- of the Issuer under the
provisions of the ordinances authorizing the Outstanding Bonds.
(h)' "Net Revenues" and "Pledged Revenues" shall mean the
revenues derived from the operation of the Utility System as
such revenues are defined and pledged in Section 15- of this
Ordinance.
(i) "Utility • System Revenue Fund", "Utility System
Revenue Bonds Interest and Sinking Fund", Utility System
Revenue Bands Reserve Fund", and "Utility System Contingency
16
to
3,710
Fund" shall mean the special funds which the City Council has
heretofore created and ordered to be established and maintained
for the payment.of the expenses of operating and maintaining
the Utility System and costs of.certain repairs or replacements
to said,System and for the -,payment of principal of and interest
on the' bonds outstanding against- the Utility -;'System, as
hereinafter more specifically stated.,.
Section 9.. UTILITY SYSTEM. That the Utility System
(hereinafter sometimes called the, "System"), as created and
established by the City Council,, -is comprised of the entire
waterworks system, the entire sewer system,: and the entire
electric light system now owned and operated by the: City of
Georgetown, Texas, together with all improvements, extensions,
and additions thereto which may be made while any Parity Bonds
or Additional Bonds remain outstanding against ,the System.
Such Utility System shall be operated on the.basis of.a fiscal
year commencing on September 1 ;of each year and ending on
August 31 of the following year.
Section -10.' PLEDGE OF R.EVEIIUES.. (a) The Bonds herein
authorized and the Outstanding Revenue Bonds shall be equally
and ratably secured by and payable from- an irrevocable first
lien on and pledge of the income and revenues derived and to be
derived from the operation of the System, after -deduction
therefrom of the. amount necessary to pay all, .operating,
maintenance, replacement .and betterment charges,,of the System,
as is.required by Article 1113,'of the Revised..Civil Statutes
of Texas, 1925,`.'as amended, and by other applicable statutes of
the-_. State_ of .:'.Texas, and the following sections of this
ordinance. are cumulative_ of and -supplemental to the— pertinent
provision of ,the ordinances authorizing the Outstanding Revenue
Bonds.'
(b)~ The Bonds are being issued as additional parity
revenue bonds defined as "Additional Bonds".in`the''ordinance
passed by the Issuer.on March -9, 1964,, authorizing the issu-
ance, sale and delivery of the I.ssuer's Utility System Revenue
Bonds, Series. -1964, and defined as."Additional Bonds" in the
ordinance passed by the.Issuer on October 31, 1974, authorizing
the issuance, -.sale and delivery of -the Issuer'.s Utility System
Revenue Bonds, Series 1974.
Section 11. MAINTENANCE OF RATES. The Issuer hereby
covenants and agrees that it will, at all. times,.. while' -any of
the parity Bonds or any _Additional. Bonds,- or any -interest
thereon,,, are outstanding and unpaid, charge ;and collect for
services rendered by said'Utility- System rates sufficient to
pay all maintenance, depreciation,: replacement, betterment, and
interest charges and to -provide an Interest and Sinking Fund
sufficient to pay the interest and principal of such bonds as
such .interest and •,principal mature and any outstanding
indebtedness of, said System, -as is required by..applicable
statutes. of Texas. For the benefit of the original purchasers
and for the benefit of,any.and all -subsequent holders of the
Parity .Bonds, Additional Bonds, coupons, or any part thereof,
and 'in addition to all other provisiuns and covenants in the
laws of ..the State of Texas, and in -this Ordinance, - it is
expressly. covenanted, that the .Issuer shall -:fix and m&intain
rates _and z collect charges-, for the, facilities and services
afforded by the System to the Issuer and to all other customers
which will provide revenues sufficient at all times:
(a) to pay, all operating,. maintenance_, and replacement
charges of the Utility. System, as is required by Article -1113
of the Civil 'Statutes; as., amended,. and by other applicable
statutes of the State of Texas;
17
(b) to establish and maintain the Interest and Sinking
Fund and the Reserve Fund for the Parity Bonds and.for any
Additional Bonds;
(c) to pay, in addition, all outstanding indebtedness
against the Utility System -other than the Parity Bonds, or any
-
Additional Bonds, as and when the same becomes due; and
(d) to provide for the payments into the "Contingency
Fund" as required under- the provisions of the ordinances
authorizing the issuance of the Parity Bonds.
Section 12. UTILITY SYSTEM REVENUE FUND.There shall be
deposited in the Utility System Revenue Fund (already esta-
blished) as collected all revenues derived from the operation
of the Utility System,• which fund shall be maintained separate
and apart from all other funds of the Issuer. Such Utility
System Revenue Fund shall be maintained so long as any Parity
Bonds, or - any Additional Bonds, remain outstanding, in the
Issuer's official depository, and shall be administered as
follows:
(a)- Operation and Maintenance Expenses: The money in the
Utility System Revenue Fund shall be used first for th payment`
of the reasonable and proper expenses of operating and main-
taining the Utility System,- including salaries, labor, ma-
terials, -interest, repairs and extensions necessary to render
efficient service., The words ;"repairs", and "extensions" as
used in this paragraph shall be construed -to refer only to such
repairs and extensions, as in the judgment of the governing
body of the Issuer; are necessary to keep the System in opera-
tion and render adequate service to the Issuer and the,.inhabi-
tants thereof, or such as might be necessary to remedy some
physical accident or condition which would otherwise impair the
security of the Parity Bonds or any Additional Bonds.
(b) Bond Fund. The amounts to be paid into the Utility
System Revenue Bonds Interest and Sinking Fund (already esta-
blished and -hereinafter called the- "Bond Fund") during each
year in which any of the Parity Bonds, or any Additional Bonds
are outstanding; shall be an amount equal* to 100 per cent of,
the amount required to meet the interest and principal payments`
falling due on or before the next maturity date of the Parity
Bonds or - any- Additional Bonds then outstanding. On or before
the 10th day_of each month, after payments have been made as
required by -subsection (a) of this Section 12, the Issuer shall
withdraw from the Utility System Revenue Fund and deposit in
the Bond Fund an amount not less than'the total of 1/12th of
the next maturing installment of principal of the Parity Bonds
then outstanding, and of any Additional Bonds then outttanding,
and 1/6th of the next semiannual installment of interest on the
Parity Bonds then_ outstanding and on any Additional Sonds then
outstanding. The monies in the Bond F»nd shall be used solely
for the purpose of paying the interest on tr4 principal of the
Parity bonds, and any Additional Binds,- until all :such bonds
have been retired.- In the event the incomd and revenues of the
Utility System are insufficient in`any month to permit the
required deposits into the _Bond Fund in full accord with the
provisions hereof, then the amount.of any deficiency shall be
added to the amount otherwise required to be deposited in said
Bond Fund in the next month, until all deficiencies are
rectified..,
. That concurrently with the delivery of 'the Bonds to the
f purchasers thereof, all sums of money received from the pur-
chasers as accrued interest paid on the Bonds shall be placed
in the Bond Fund.
i8
II �i
i
(c) Reserve Fund: The Issuer currently has on deposit in
the Reserve Fund $384,418, ,and has covenanted in the most re-
cently adopted bond ordinance authorizing the issuance of the
City of Georgetown, Texas Utility System Revenue Bonds, Series
1981, to maintain a required reserve of $212,895. :The Issuer
does not need to deposit additional amounts in the.Reserve Fund
since the average annual principal and interest requirements on.
the out g'tanding bonds after the issuance of these bonds will be
`$329,689, which is less than the amount on deposit in this
Fund; therefor, the Issuer hereby covenants tomaintainthe
required reserves of $329,689. The Issuer covenants and agrees
that in the event Additional Bonds are issued as hereinafter
(provided, the ordinance authorizing such Additional Bonds shall
provide for the payment into the Reserve Fund of such addition
lal sums as shall be necessary to permit an accumulation in the
Reserve Fund within five years and one month from the date of
the Additional Bonds, as an additional reserve, of an amount of
money at least equal to one year's average annual principal and
interest requirements on the Additional Bonds then outstanding.
The Reserve Fund shall be used to pay principal of or interest'
on the Parity Bonds and such Additional Bonds falling due at
any time for the payment of which there is not money available
in the Bond Fund. No payments need be made into the Reserve
Fund after there shall have been accumulated and shall exist in
said Fund the amount :of money. herein stipulated as required
!reserves; but if at any time it becomes necessary to- use tem-
porarily any�part of such Reserve Fund for the payment -of prin-
cipal or, interest of the Parity Bonds, or it is otherwise de-
pleted, payments into the Reserve Fund in the amount of $
monthly shall be initiated until such time as such Fund con-
tains the amount of money then required to be on deposit there-
in. .
herein.. The Issuer's official depository is hereby authorized to
invest the money in the Reserve Fund in direct obligations of
or obligations unconditionally guaranteed by the United States.
Government, having maturities not in excess of five, (5) years
from the date of the making of such investments, as the City
Council may direct. Said obligations shall be deposited in
escrow with said depository under an escrow agreement, and if
at any time uninvested funds shall be insufficient to permit
payment of principal and interest maturities of the Parity
Bonds or any Additional Bonds then outstanding as heretofore
directed, said depository shall sell on the, open market such
amount of the securities as is required to pay said Parity
Bonds or Additional Bonds- and the interest thereon when due,
and shall give due notice thereof to the Issuer. All money
resulting from the maturity of the principal and interest of
the securities in which the Reserve Fund is invested may be
reinvested and accumulated in said Reserve`Fund and considered
a part thereof and used for and only for the purposes herein-
above provided with respect to said Fund.
When the:, Outstanding Bonds, ``Series 1966, Series 1970 and
Series 1971 have been paid off cancelled.and retired, the Re --
serve Fund for the Series 1981 Bond- and Series 1984 Bords may
be commingled with Reserve F,and established for series of bonds
hereafter issued which are similarly secured and payable from
the same source without impairment of the obligation of the
contract.. The Issuer further covenants that when Additional
Bonds are issued, the aggregate amount to be accumulated and
maintained in the Reserve Fund shall be not less than the aver -
,age annual principal and interest requirements of all bonds
similarly secured,. and any additional amount required to be
accumulated in the Reserve Fund shall be accumulated therein in
not less than five years and one month from the date of the
Additional Bonds.-- Money in the Reserve Fund may be invested in
direct obligations of or obligations unconditionally guaranteed
by the United States Government having maturities not in excess
of five years from the date of the making of such investment.
19
.3z
(d) Contingency Fund: 'Based on' an annual review of the
experience as to the cost of•repairs "and replacements to the
Utility System necessitates( by the occurring of emergencies and
the recommendation of the Issuer's consulting engineer, the
City Council has determined that the Utility System Contingency
Fund (hereinafter (referred to as the "Contingency Fund"),
heretofore created and ordered to be established and maintained
in the amount of $15,000 is sufficient for the time being. The
Contingency Fund shall be used` to pay -(1) the cost of any
repairs or replacements to the Utility System necessitated by
the occurring of an emergency` and (2) interest on and/or'-
principal°of the Parity Bonds or any Additional .Bonds, when
other funds of the Issuer are insufficient for such purpose.
The Issuer covenants and agreesthat in the event
,Additional •Bonds are issued, the ordinance authorizing such
Additional Bonds shall provide for such appropriate additional
or larger amounts to be accumulated in the Contingency Fund as
deemed advisable�by the City Council, based on'annual review of
the. experience as to the cost of repairs and replacements to
the Utility System necessitated by the occurring of emergencies
And the recommendation of a consulting engineer.
No payments need be made into the Contingency Fund after
there shall have been accumulated in said Fund the amount of
money then required to`be on deposit therein, except that
whenever any money is paid out of said Fund.- payments ,into the
Fund shall be resumed and continued until such time as`the Fund
has been restored to the required sum.
°
The Issuer's official depository is 'hereby authorized to
invest the money in the Contingency Fund in direct -obligations
of or obligations= unconditionally guaranteed by' the United
States'Government'having maturities not in excess'of.five (5)
years from the date of the making of such investment,. as the
City Council may direct. Any obligations in which money is so
invested _shall be kept in escrow in said depository and shall
be promptly sold'and the proceeds of the sale applied to the
making �of payment required to be made from the Contingency
Fund, whenever such payments are required to be made under the
foregoing provisions of this Ordinance.
(e)3 Surplus Funds: All monies- remaining in the' Utility
System REvenue Fund after the requirements of subsections (a),
(b), (c) and (d) of this Section 12 have been met (including
any increased payments into the aforesaid Bond Fund,: Reserve
Fund and Contingency Fund as may be necessary by reason of the..
issuance 'of Additional Bonds in the future under the provisions
of the ordinances authorizing the Parity Bonds), and after all
deficiencies shall have been made up and all replacements made,
shall be either used or accumulated for the making of -improve
ments, extensions and additions to the Utility System, or may,;;
in tue discretion of the Issuer be used for any other city pur-
pose now or hereafter permitted by law, including the use
thereof in'retiring in advance of maturity any Additional Bonds
then outstanding, in accordance with.' provisions made for their
prior redemption, or may be used to purchase the Parity Bonds'
and Additional Bonds on the open market at not exceeding the
market value thereof.- All bonds so paid, redeemed or purchased
shall be cancelled and shall not be reissued. Nothing herein
shall be construed, however, as impairing =the right of the
.Issuer to pay in accordance with the provisions thereof any
junior lien bonds hereafter legally issued by it.
Section "13., SECURITY FOR FUNDS. All monies which are to
be paid' into the depository` under the provisions ,of the
ordinances authorizing the Parity Bonds shall be secured in
accordance' with the laws of the State of Texas -applicable
thereto, and the Issuer covenants especially that such money
20
shall be continuously secured by a valid pledge of direct obli-
gations of, or obligations unconditionally guaranteed by, the
United States Government, having a par value, or market value
when less than par, exclusive of accrued interest, at all times
at least equal to the total amount of money on deposit in the
several funds in the depository.
Section 14. ADDITIONAL BONDS.: In addition to the right
to issue bonds of inferior lien as authorized by the laws of
this State, the Issuer reserves the right to issue further and
additional bonds from time to time payable from the net income
and revenues of the Utility System; and, when issued in
compliance with law and the terms and conditions hereinafter
appearing, such Additional Bonds shall be equally secured by a
first lien on and pledge of the Pledged Revenues; and the
Additional Bonds, when issued, shall be payable from the
Utility System Revenue bonds Interest and Sinking .Fund and
shall be in all respects of equal dignity and on a parity with
the Parity Bonds, PROVIDED, that in each instance:
(a) the' Additional Bonds are authorized and issued in
conformity with the Constitution and applicable statutes of the
State of Texas;
(b) the Bond Fund, the Reserve Fund and the Contingency
Fund contain the amount of money then required to be on deposit
therein and the Issuer is in compliance with all other coven-
ants and undertakings in connection with all bonds then out-
standing and payable from the Net Revenues of the Utility,
System;
(C) the Net Revenues of the Utility System for either the
fiscal_. year ,or twelve-month period next preceding ;the date of
the passage of an ordinance authorizing the issuance of the
Additional Bonds ar certified by a certified public accountant
to have. been at least equal to one and one-half times the
average annual principal and interest requirements on all bonds
then outstanding against the Utility System and the bonds then
to be issued;
(d) a competent independent engineer certifies in writing
that in his opinion the average annual net earnings throughout
the life of the bonds then outstanding against the Utility Sys-
tem and the bonds then to issued shall be at least equal to one
and one-half times the average annual principal and interest
requirements on all bonds then outstanding against the Utility
System and the bonds then to be issued;
(e) the ordinance authorizing the issuance of the Addi-
tional Bonds shall provide (i) for an identical flow*of funds
as prescribed by Section 11 of the ordinances authorizing the
Parity Bonds; (ii) that allrevenues deposited in the special,
funds and accounts created and establisheu by such ordinances
shall• be commingled; and (9i.i) for appropriate additional or
larger payments to be made into said special.funds and accounts
and foi appropriate additional or larger amounts to be accumu-
lated in said special funds and accounts for allbondsthen
outstanding against the Utility -System and the proposed Addi-
tional Bonds, in full accord with the provisions of this Ordin-
ance.
(f) PROVIDED, FURTHER, that at any time after the "City
of Georgetown, Texas Utility System Revenue Bonds, Series 1966
and Series 1971" have, been refunded, paid off, cancelled and
retired, the Issuer may issue additional bonds on a parity in
all respects with the Bonds (without impairing the obligation
of contract with the holder of; the Bonds or obligations here-
after issued on a parity therewith) if the following terms.and
c0t1d4 Gtona haVe Lloen mot; (1) t1le app? 4 cAb le laws of the State
21
of Texas in force at such time provide permission for the
issuance�'of such bonds; ~(2) each of the above funds contains
the amount of money then required to be on deposit therein; (3)
the Net Revenues of the Utility System for either the fiscal,
year or 12 -month period next 'preceding the date' of the
ordinance authorizing the issuance 'of the Additional Bonds are
certified by a certified public accountant to have been at
least equal to one and one-half times the average annual prin-
cipal and interest requirements on all bonds to be outstanding
after the issuanceof the Additional Bonds; (4) the aggregate
amount to be accumulated and maintained in the Reserve Fund
shall be not less than the average annual principal and inter-
est requirements of all bonds similarly secured, and any addi-
tional amount required to be accumulated in the Reserve Fund
shall be accumulated therein in not less than five years and
one month from the date of the Additional Bonds;.(5) the ordin-
ance authorizing the issuance of the Additional Bonds shall.
provide for an identical Flow of Funds as prescribed by pre-
vious ordinances.
-Section 15. MAINTENANCE AND OPERATION. The Issuer hereby
covenants and agrees to maintain the facilities of the Utility
System in good condition and operate the same in an efficient
manner and at,a reasonable cost. So long as any Parity Bonds
are outstanding the Issuer covenants and agrees to maintain
insurance 'for the benefit of the holder or holdersof such
bonds of the kinds and in the amounts which usually .are carried
by private companies operating similar properties, and that
during such time all policies of insurance shall be maintained
in force and kept current as to premium payments. .All monies
received from losses under such insurance policies other than
public liability policies, are hereby pledged as security for
such bonds until and unless the proceeds are paid out in making
good the loss or damage in respect of which such proceeds are
received, either by replacing the property destroyed or repair-.*
ing the property damaged, and adequate provision for making'
good such loss or damage made within ninety (90) days after the
date.of loss. The payment of premiums for all insurance pol-
icies required under the provisions hereof shall be considered
as maintenance and operation expenses.
Section 16.` RECORDS AND ACCOUNTS. The Issuer .hereby
covenants and agrees that so long as any Parity Bonds, or any
interest thereon,'remain outstanding and unpaid, it will keep
and maintain a proper and complete system of i records and
accounts pertaining to the operation of the "Utility System,.`'
separate and apart -'from all other records' and accounts, in'
which complete and correct entries shall be made, of all
transactions relating to said System as provided in Article
1113, Revised Civil Statute of Texas, 1925, 1 as amended, and
that the holder or holders of any of the Parity Bonds, or any
duly authorized agent or agents of such holders shall have the
right at all reasonable times to inspect the System, and all
properties comprising same. The Issuer further agrees that
within sixty (60) days following the close of each fiscal year,.
it_will.cause an audit of such books and accounts to be made by
an`independpnt firm of certified public accountants, showing
the receipts and disbursements for account of, the Utility Sys-
tem for the fiscal year, and each such, audit, in addition to
whatever other matters may be thought proper by the Accountant,
shall particularly include the following:
(a)` a detailed statement of the income and expenditures
for account of the Utility System for such fiscal year;
(b) ` a balance sheet as of the end of such fiscal year;
(c)� the accountant's comments regarding the manner in
which the Issuer has carried out the requirements' of this
22
t3
3cA to
Ordinance and his- recommendations for any changes or
improvements in the operation, records and accounts of the
Utility System;
(d) a list of the insurance policies in force at the end
of the fiscal year on the Utility System properties, setting
out as to each policy the amount thereof, the risk covered, the
name of the insurer, and the policy's expiration date;
-(e) a list of the securities which have been on deposit
as security for the money in the Bond Fund, the Reserve Fund,
and the Contingency Fund throughout the fiscal year; a list of
the securities, if any, in which the Reserve Fund and the
Contingency Fund have been invested, and a' statement of the
manner in which money in the Utility System Revenue Fund has
been secured in such fiscal year;
(f) the number of metered and unmetered customers
connected with the various departments of the Utility System,
showing totals as of the end of the year;
Expenses incurred in making the audits above required are
to be paid as maintenance and operation expenses.
The Issuer further agrees to promptly furnish, a copy of
each such audit to First Southwest Company, Dallas, Texas, and
to any holder of any of the Bonds who shall request same in
writing, and that the holder of any of the Bonds shall have the
right to discuss with the accountant making the audit the
contents of the audit and to ask for such additional
information as he may reasonably request.
Section 17. SALE, LEASE OR. OTHER ENCUMBRANCE OF SYSTEM.
The Issuer hereby covenants, binds and obligates itself not to
sell, lease or in any manner dispose of the Utility System, or
any part thereof, including any and all extensions and addi-
tions that may be made thereto, until all Bonds shall have been
paid in full as to both principal and interest (provided that
this covenant shall not be construed to prevent the disposal by
the Issuer of property which in its judgment has become inexpe-
dient to use in connection with the Utility System when other
property of equal value has been substituted therefor).
Section 18. NO COMPETING SYSTEM. That so far as it leg-
ally may, the Issuer covenants and agrees, for the protection
and security of the Bonds and the holders thereof, from time to
time, that it will not grant a franchise for the operation of
any competing waterworks, sewer and/or electric light system in
the Issuer, until all Bonds issued hereunder shall have been
retired.
Section' 19. REMEDIES IN EVENT OF DEFAULT. In addition to
all the rights and remedies provided by the laws of the State
of Texas, the I ssfter covenants and agrees particularly that in
the event the Issuer (a) defaults in the payment of the princi-
pal of or interest on any Bonds when due, (b) fails to make the
payments required by Section 11 of the ordinances authorizing
the Parity bonds to be made into the Bond Fund, Reserve Fund
and Contingency Fund, or (c) defaults in the observance or per-
formance of any other of the covenants, conditions or obliga-
tions set forth in this Ordinance, the following remedies shall
be available:
(i) the holder or holders of any of the Bonds issued
hereunder shall be entitled to a writ of mandamus issued by a
court of proper jurisdiction compelling and requiring the City
Council and other officers of the issuer to observe and perform
any -covenant, obligation or condition prescribed in this Ordin-
ance
2
(ii) no delay or omission to exercise any right or power.
occurring upon any default shall impair any such right or power
or shall'be construed to" be a waiver of any such default or
acquiescence therein, and every such right and power may be
exercised from .time to time and as often as may be deemed
expedient,
The specific remedies herein provided .shall be cumulative
of all other existing remedies and the specification of such
remedies shall not be deemed to be exclusive.
Section 20.. SPECIAL COVENANTS AND CONDITIONS. ;,(a) The
Issuer will",duty and punctually keep, observe and perform each
and every term, covenant and condition on its part.to be kept,
observed 'and performed, contained in this Ordinance, and will
punctually perform all duties with reference to the Utility
System required by the Constitution and laws of the State of
Texas, including particularly the making and collecting of such.
reasonable and; sufficient rates and charges for services
supplied by the Utility System to the Issuer and to all other
customers, adjusting such rates and charges from time: to time
in such manner as will be fully sufficient to meet' all the
requirements of the ordinances authorizing the Parity Bonds,
and the proper segregation and application of the revenues of
I
such System;
(b) the Issuer is duly authorized under the laws of the
'State of Texas to issue the Bonds and to .pledge the revenues
pledged hereunder, and all necessary action on the .part of the
Issuer and its City Council for the issuance of the Bonds have
been duly and effectively taken, and that. the Bonds in the
hands of the holders thereof are and will be valid and
enforceable obligations of the Issuer in accordance with their
terms;
y
(c) that the Bonds authorized hereundershall be special
obligations of"the Issuer and the holder thereof. shall never
have the right -to demand payment out of funds raised.or to be
raised by taxation.-
(d)
axation;(d) thatother than for the payment of the'Bonds and the
outstanding Series 1966 Bonds, Series 1971 Bonds,.. Series 1974
Bonds and Series 1981 Bonds, the rents revenues and income of
the Utility System have .not been pledged in any manner to the
payment of any debts.or obligations -of the Issuer nor of said
System;'
(e) that the Utility System of the Issuer ;is -,free and
clear of all encumbrances.
Section 21. ORDINANCE TO CONSTITUTE CONTRACT.That the
provisions of this Ordinance shall constitu�e a contract, be-
tween the Issuer and the holder or holders from time to time -.of.-
the Bonds, and after the issuance of any said Bonds,'no change,
variation or alteration of any, kind of 'the proviasion of this
Ordinance may be made, unless as_.herein otherwise provided,``
until all of the Bonds shall have Leen paid as to both princi-
pal and interest. 4
Section 22.' SPECIAL OBLIGATIONS, That the Bonds author-
ized by this Ordinance are and shall be special obligations of
the Issuer, and the holder or holders thereof shall never have
the right to demand payment of said obligations out of any
funds raised or to be raised by taxation.
Section 23.T DEFEASANCE OF THE 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 subsection (d)
24
of this Section 23, when payment of the principal of such Bond,
plus interest thereon -to the due date (whether such,due date be
by reason of maturity, upon redemption, or otherwise)_ either
(i) shall have been made or caused to be made intaccordance
with the terms thereof (including the giving of any required
notice of redemption), or (ii) shall have been provided for on
or before such due date by irrevocably depositing with or mak-
ing available to the Paying Agent/Registrar for such payment
(1) lawful money of the United States of America sufficient to
make such payment or (2) Government Obligations which mature as
to principal and interest in such amounts and at such times as
will insure the availability, without reinvestment,of suffi-
cient money to provide for such payment, and when proper
arrangements have been made by the Issuer with the Paying
Agent/Registrar for the payment of its services.. until all De-
feased Bands shall have become due and payable.: 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 thebenefits of,
the revenue herein levied and pledged as provided in this Ord-
inance, and such principal and interest shall be payable solely
from such money or Government Obligations.
(b)' Any moneys so deposited with the Paying Agent/Regis
trar% may 'at the written direction of the Issuer also be in-
vestedin Government Obligations, maturing in the amounts and
times as hereinbefore set forth, and all income- from such
Government Obligations received by the Paying Agent/Registrar
which is not required for the payment of the Bonds and interest
thereon, with respect to which such money has been, so depos-
ited, shall be, turned over to the Issuer, :or deposited as
directed in writing by the Issuer.
(c) -The term' "Government Obligations" as used in. this
Section, shall mean direct obligations of the United States of
America, including obligations the principal of and interest on
which are ,unconditionally guaranteed by the United States of
America, which may be United States Treasury' obligations such
as its. State and Local Government Series, which may be in
book -entry form.
(d) Until all Defeased Bonds shall have become due and
payable, the _Paying Agent/Registrarrshall perform the services
of Paying Agent/Registrar for such Defeased Bonds the same as
if they had not been defeased, and the Issuer shall make proper
arrangements to provide and pay for such services as, required
by this Ordinance.
Section 24. DAMAGED, MUTILATED, LOST, STOLEN, OR DES-
TROYED -BONDS. (a)_ Replacement Bonds. In the event any out-
standing Bond- is damaged, mutilated, lost, stolen, or des-
troyed, 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,
loot, stolen, or destroyed Bond, in replacement for such Bond
in the manner hereinafter provided.
(b) Application for R- r_R acement Bonds. Application for
replacementof 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 Issuer and to the 'Paying
Agent/Registrar such security or indemnity as maybe required
by them to save: each of them harmless from any loss or damage
with respect theretp,.. Also, ,in•.every case of loss, theft, or
destruction of, a Bond, the registered owner shall furnish to
the Issuer and to the Paying Agent/Registrar evidence.to their
satisfaction of the loss, theft, or destruction of such Bond,
25
as the case may be:In every case of damage or mutilation of a
Bond, the. registered owner shall surrenderto the Paying
Agent/Registrar for cancellation the Bond so' damaged or. muti-
1ated.
(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 con-
tinuing in the payment of the principal of, redemption premium,
if any, or interest on the Bond, the Issuer may authorize the
payment Eof the same (without .surrender thereof except in the
case aof 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'Issuinq 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
ISection by virtue of the fact that any Bond is lost, stolen, or
jdestroyed shall' constitute -a contractual obligation of the
Issuer 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 adcor-
dance with Section 6 of Vernon's Ann.' Tex. Civ'4 St. Art.
727k-6, this Section 24 of this Ordinance' _shall .:'constitute
authority for the issuance of any.such•replacement bond without
necessity of further action by the governing body of the Issuer
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 authen-
ticate and deliver such bonds in the form and manner and with
the effect,. as provided in Section 6(d) of this Ordinance for
Bonds issued in conversion and exchange for other Bonds.,
Section 25. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS;
BOND'_COUNSEL'S OPINION, AND CUSIP NUMBERS. The Mayor of the,
Issuer is hereby authorized to have control of the Initial Bond
issued .:hereunder and all necessary records and proceedings
pertaining .to -the Initial Bond, pending its delivery =and its''
investigation,, examination, and approval by the Attorney
General of the State of Texas, and, its registration by the
Comptroller of Public Accounts of the State .of Texas. Upon
registration; of the Initial Bond said Comptroller of Public
Accounts (or a deputy designated in writing to act 'for said
Comptroller) shall manually sign the Comptroller's Registration
Certificate .on the Initial Bond,: and the seal of said Comp
troller shall be impressed, or placed,�,in facsimile,.- on the
Initial Bond.t'The approving legal opinion of the Issuer's Bond
Counsel' and the assigned CUSIP numbers may, at the option of
the Issuer, be printed on the -Initial Bond -or on.; any Bonds
issued and delivered in conversion of and exchange ur replace-
ment -of any -Bond, but neither shall have any legal effect, and
shall be solely for the convenience and information of.the reg-
istered
egistered owners of the Bonds.
Section 26._- NO ARBITRAGE. The' Issuer,:Tcovenants to and
with the registered owners of the Bonds. that it ;will, make no
use of', -the proceeds of the Bonds at --any time throughout the
term of this issue of Bonds which,,if such use had been reason-
ably expected on the date..of delivery of the Bonds to and
payment for the Bonds by the purchasers, would have caused the
Bonds �to be arbitrage bonds within the meaning of Section
103(c) of the Internal Revenue''Code of 1954, as amended, or any
26
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330
regulations or rulings pertaining thereto; and by this covenant
the Issuer' is'obligated to comply with the requirements of the
aforesaid Section 103(c) and all applicable and pertinent
Department of the Treasury regulations relating to arbitrage
bonds. The Issuer further covenants that the proceeds of the
Bonds-; will not otherwise +be used directly or indirectly- so as
to cause all or any part.o.f the Bonds to be or become arbitrage
bonds within the meaning of the=aforesaid Section 103(c), or
any regulations or rulings pertaining thereto.
Section 27. SALE OF INITIAL BOND. *The Initial Bond is
hereby sold, and shall be delivered to Dean Witter Reynolds In
for cash for the par value thereof and accrued interest thereon
to date of delivery, plus a premium of $_-0 It is hereby
officially found,determined, and declared that the Initial
Bond has been sold at public sale to the bidder offering the
lowest interest cost, after receiving sealed ,bids pursuant to
an Official Notice of Sale and Bidding Instructions and Offi-
cial Statement dated June 12, 1984, prepared and distributed in
connection with the sale of the Initial Bond. Said Official
Notice of Sale and Bidding Instructions and Official Statement,
and any addenda, supplement, or amendment thereto have been.and
are hereby approved by the governing bogy of the Issuer, and
their use in the offer and sale of the Bonds is hereby ap-
proved. It is further officially found, determined, and de
,clared that the statements and representations contained in
said Official.Notice of Sale and Official Statement are true
and correct in all material respects, to the best knowledge and
belief of the governing body of the Issuer.
'Section 28. -EMERGENCY.', It is'hereby officially found and
determined that'a case of emergency or urgent public necessity
exists which requires the holding of the meeting at which this
Ordinance is passed, such emergency or urgent public necessity
being that the pt7oceeds from the sale of the proposed bonds are
�requlred as soon as possible and. without delay for necessary
and urgently needed public improvements, and that said meeting
was open Ito the . public, and public' notice of the time, place
hand purpose of said meeting was given, all as required by
Vernon's Ann. Texas Civ. St. Article 6252�1i,
Section 29• = EMERGENCY. That the" fact. that the City
Council considers the passage of this Ordinance and the
issuance of the Bonds necessary for the immediate preservation
of the public peace, health, safety and welfare, creates an
emergency and an imperative public necessity that the rule re-
quiring ordinances to be read at `more than one meeting of the
City, Council before final passage be suspended, and said rule
is hereby suspended, and that this Ordinance take effect and be
in force and effect immediately from and after its passage at
this meeting, and it is so ordained.
' PASSED AND APPROVED this 17th day of July, 1984,
Mayor
ity Secretary