HomeMy WebLinkAboutRES 081319-G - Wilco Raw Water Line DebtCERTIFICATE FOR RESOLUTION NO. QS 131 j '(7
We, the undersigned Mayor and City Secretary of the City of Georgetown, Texas, hereby
certify as follows:
1. The City Council of said City convened in Regular Session on the �I of
11.4111 It A , 2019, at the scheduled meeting place thereof, and the roll was called of the duly
cons ituted officers and members of said City Council, to -wit:
Dale Ross, Mayor
Valerie Nicholson, Mayor Pro-Tem, Councilmember District 2
Mike Triggs, Councilmember District 3
Stephen Fought, Councilmember District 4
Kevin Pitts, Councilmember District 5
Rachael Jonrowe, Councilmember District 6
Tommy Gonzalez, Councilmember District 7
and all of said persons were present, except tl l 41,5 _
thus constituting a quorum. Whereupon, among other busfAss, the following was transacted at
said meeting: a written Resolution entitled
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS REGARDING FINANCING OF WILLIAMSON
COUNTY REGIONAL RAW WATER LINE; AUTHORIZING THE MAYOR,
CITY MANAGER, AND CITY SECRETARY TO TAKE APPROPRIATE
ACTIONS; AND DECLARING AN EFFECTIVE DATE
was duly introduced for consideration and passage. It was then duly moved and seconded that
said Resolution be passed; and, after due discussion, said motion, carrying with it the passage of
said Resolution, prevailed and carried by the following vote:
AYES: .5- NOES: 0- ABSTENTIONS: 0-
2. A true, full and correct copy of the aforesaid Resolution passed at the meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; said
Resolution has been duly recorded in the official minutes of said City Council; the above and
foregoing paragraph is a true and correct excerpt from said minutes of said meeting pertaining to
the passage of said Resolution; the persons named in the above and foregoing paragraph, at the
time of said meeting and the passage of said Resolution, were the duly chosen, qualified and
acting members of said City Council as indicated therein; each of said officers and member was
duly and sufficiently notified officially and personally in advance, of the time, place and purpose
of the aforesaid meeting and that said Resolution would be introduced and considered for
passage at said meeting; and said meeting was open to the public, and public notice of the time,
place and purpose of said meeting was given, all as required by Tex. Gov't Code Ann. ch. 551.
3. That the Mayor (or Mayor Pro-Tem) of said City has approved and hereby
approves the aforesaid Resolution; that the Mayor (or Mayor Pro -Tern) and the City Secretary of
said City have duly signed said Resolution; and that the Mayor (or Mayor Pro-Tem) and the City
Secretary of said City hereby declare that their signing of this Certificate shall constitute the
signing of the attached and following copy of said Resolution for all purposes.
SIGNED AND SEALED THE 1�DAY OF AUA&A& 52019.
ATTEST:
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Mayor
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SIGNATURE PAGE TO CERTIFICATE FOR RESOLUTION NO. 4t.13117-61
RESOLUTION NO: 0%13101 "L'1
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS
REGARDING FINANCING OF WILLIAMSON COUNTY REGIONAL RAW WATER LINE;
AUTHORIZING THE MAYOR, CITY MANAGER, AND CITY SECRETARY TO TAKE
APPROPRIATE ACTIONS; AND DECLARING AN EFFECTIVE DATE
WHEREAS, Brazos River Authority (the "Authority") is an agency and political
subdivision of the State of Texas, duly created and lawfully operating under Chapter 8502, Texas
Special District Local Laws Code, as amended (the "Authority Act"), all pursuant to and in
furtherance of the purposes of Article XVI, Section 59 of the Constitution of Texas; and
WHEREAS, pursuant to the Authority Act, and other applicable laws, the Authority and
other entities are authorized to enter into contractual agreements regarding the public purposes
for which the Authority was created; and
WHEREAS, amongst its authorized purposes, the Authority is authorized to store water
in and to divert water from Lake Georgetown and Lake Stillhouse Hollow; and
WHEREAS, pursuant to separate and individual contracts heretofore executed between
the Authority, on one part, and the City of Georgetown ("Georgetown"), the City of Round Rock
("Round Rock"), Jonah Water Special Utility District (formerly Jonah Water Supply
Corporation)("Jonah"), Brushy Creek Municipal Utility District of Williamson County, Texas
('Brushy Creek") and Chisholm Trail Special Utility District ("Chisholm Trail")(collectively,
Georgetown, Round Rock, Jonah, Brushy Creek and Chisholm Trail are herein referred to as the
"Former Participants"), individually on their part, the Authority has contracted to make available
to such parties water from Lake Stillhouse Hollow (which contracts are defined in the Base
Agreement (hereinafter defined) as the "Stillhouse Supply Agreements" and in the Brushy Creek
Agreement (as hereinafter defined) and Chisholm Trail Agreement (as hereinafter defined) as the
"Supply Agreements"); and
WHEREAS, the Former Participants were so located that it became desirable from the
standpoint of cost that each should divert the surface water which each needs for municipal
supply purposes from Lake Georgetown or points between Lake Stillhouse Hollow and Lake
Georgetown, rather than from Lake Stillhouse Hollow; and
WHEREAS, the Authority, Georgetown, Round Rock and Jonah entered into the
"Williamson County Regional Raw Water Line Agreement" (the 'Base Agreement"), dated as of
June 30, 1986, for the purpose of providing for the Authority to design, construct and operate
facilities for transporting water from Lake Stillhouse Hollow committed to Georgetown, Round
Rock and Jonah to Lake Georgetown (the "Project") for diversion by them for municipal
purposes; and
WHEREAS, subsequent to execution of the Base Agreement, the Authority, Georgetown,
Round Rock and Jonah entered into "Amendment No. 1 to Williamson County Regional Raw
Water Line Agreement" ("Amendment No. I"), dated as of January 9, 1997 and "Second
Amendment to Williamson County Regional Raw Water Line Agreement" ("Amendment No.
2"), dated as of March 23, 1999; and
WHEREAS, the Authority entered into separate agreements with the Former Participants
called the "Fourth Amendment of Agreements Among Customers ("Amendment No. 4"), each
dated as of September 23, 2010, in order to provide for payment of additional pumping capacity
at the intake structure and to approve the issuance of additional Bonds by Authority; and
WHEREAS, the Authority and the Former Participants thereafter amended the Base
Agreement, Brushy Creek Agreement and Chisholm Trail Agreement by entering into a "Fifth
Amendment of Agreements Among Customers" ("Amendment No. 5"); and
WHEREAS, collectively, the Base Agreement, Amendment No. 1, Amendment No. 2,
Brushy Creek Agreement, Chisholm Trail Agreement, Supplemental Agreement, Amendment of
Multiple Agreements, Amendment No. 3, Amendment No. 4, and Amendment No. 5 are referred
to as the "Project Agreements"; and
WHEREAS, on September 24, 2013, the City Council of Georgetown approved an
"Asset Transfer and Utility System Consolidation Agreement" pursuant to which Georgetown
assumed the ownership interest and related obligations of Chisholm Trail's portion of the Project,
including the Chisholm Trail Agreement (the "Chisholm Trail Consolidation Agreement"), and
WHEREAS, on August 26, 2014, the City Council of Georgetown approved a contract
with Jonah in which the City acquired Jonah's water rights and ownership of the Project (the
"Jonah Assumption Agreement"); and
WHEREAS, the remaining participants to the Project, being Georgetown, Round Rock,
and Brushy Creek, are hereinafter referred to as the "Participants"; and
WHEREAS, pursuant to Section 3.4 of the Master Agreement, the Authority agreed to
make payments to the TWDB, received from the Participants pursuant to the Project
Agreements, in order to purchase the TWDB's interest in the Project; and
WHEREAS, pursuant to Section 3.1 of the Master Agreement, the Authority agreed to
purchase the TWDB's ownership interest in the Project at the earliest possible date; and pursuant
to Section 3.5 of the Master Agreement, the Authority retained the right to purchase said interest
from the TWDB on or after 10 years from the date the TWDB delivered said funds to the
Authority; and
WHEREAS, the Authority has determined it is beneficial and in the best interests of the
Participants to issue "Bonds" pursuant to the Project Agreements in order to refund the
obligations contained in the Master Agreement and to acquire the TWDB's interest in the
Project; and
WHEREAS, the United States Securities and Exchange Commission has adopted Rule
15c2-12, as amended from time to time (the "Rule"); and
WHEREAS, the Rule provides that a broker, dealer or municipal securities dealer of
Bonds issued after the effective dates set forth in the Rule, may not purchase or sell Bonds in
connection with an offering thereof unless, prior to the purchase or sale thereof, "obligated
persons", or entities acting on behalf of "obligated persons", have undertaken to provide certain
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updated financial information and operating data annually, and timely notice of specified events,
to certain information vendors; and
WHEREAS, the Authority and Georgetown heretofore entered into a Continuing
Disclosure Agreement, as amended, in conformance with the Rule (the "Original CDA"); and
WHEREAS, in order to reflect recent amendments to the Rule, and provide adequate
flexibility to accommodate any subsequent amendments to the Rule, it is deemed appropriate and
necessary to enter into a new Continuing Disclosure Agreement (the "CDA"), which supercedes
the Original CDA; and
WHEREAS, it is the intent of both the Authority and Georgetown that any and all
obligations and/or duties of the respective party under the Original CDA with respect to any
heretofore issued series of Bonds shall continue to be observed as carried forward into the CDA;
and
WHEREAS, in order to clearly establish, authorize, ratify and confirm the contractual
arrangements entered into by the Authority and the Participants and all actions taken by
Georgetown in reliance on the Project Agreements, it is deemed to be appropriate to adopt this
resolution.
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN:
SECTION 1. That the City Council of Georgetown hereby incorporates the recitals set
forth in the preamble hereto as if set forth in full at this place and further finds and determines
that said recitals are true and correct.
SECTION 2. That, with respect to the Project Agreements to which Georgetown is a
party, the Chisholm Trail Consolidation Agreement, and the Jonah Assumption Agreement, the
actions of the City Council in authorizing the execution thereof, the authorization of, and the
execution of such agreements by officers, officials and employees of Georgetown and all actions
taken by Georgetown in reliance upon and pursuant to such agreements are hereby authorized,
ratified and confirmed in all respects concurrently with the adoption of this resolution.
SECTION 3. That the Mayor, City Manager and City Secretary of Georgetown are
hereby authorized and directed to execute, deliver and take all actions necessary and appropriate
relating to the issuance of Bonds by the Authority for the purpose of refunding the obligations
contained in the Master Agreement and to acquire the TWDB's interest in the Project, including
without limitation the execution and delivery of a General Certificate, a Continuing Disclosure
Agreement, and a Closing Certificate relating to the Bonds, in substantially the forms presented
to the City Council at the meeting at which this resolution has been adopted, with such changes
as may be required by the Texas Attorney General or the underwriters of said Bonds, and
furnishing such certificates and other documentation as may be required by the Texas Attorney
General to evidence Georgetown's lawful assumption of the Chisholm Trail Agreement and of
Jonah's obligations contained in the Project Agreements.
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SECTION 4. That the Mayor or the Mayor Pro-Tem of the City Council of the City of
Georgetown or the City Manager of the City of Georgetown are hereby authorized and directed
to execute and deliver, and the City Secretary of the City of Georgetown is authorized and
directed to attest, any amendment or supplement to the CDA hereinafter required or appropriate
in response to further amendment of the Rule in order to maintain compliance with the
requirements of the Rule.
SECTION 5. That the CDA, and any amendment or supplement thereof, shall become
effective and enforceable in accordance with its terms immediately upon execution and delivery
thereof for all intents and purposes.
SECTION 6. That this resolution shall take effect immediately upon passage and all
ordinances, orders and resolutions in conflict herewith are repealed to the extent of any such
conflict.
RESOLVED this day of + , 2019.
Attest: THE CITY OF GEORGETOWN:
— C-ia' L Q�
Robyn D smore By: DafeAoss
APPROVED AS TO FORM:
Charles F. NrcNabb
City Attorney
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