HomeMy WebLinkAboutORD 2020-36 - Utility System Revenue BondCERTIFICATE FOR ORDINANCE NO. 20 20
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
We, the undersigned officers of the City Council of the City of Georgetown, Texas, (the
"City") hereby certify as follows:
1. The City Council of the City convened in a REGULAR MEETING ON THE
28TH DAY OF APRIL, 2020, (the "Meeting"), and the roll was called of the duly constituted
officers and members of the Council, to wit:
Dale Ross, Mayor
Mary Calixtro, Councilmember District 1
Valerie Nicholson, Mayor Pro Tem, Councilmember District 2
Mike Triggs, Councilmember District 3
Steve Fought, Councilmember District 4
Kevin Pitts, Councilmember District 5
Rachael Jonrowe, Councilmember District 6
Tommy Gonzalez, Councilmember District 7
and all of the persons were present, except the following absentees:
thus constituting a quorum. Whereupon, among other business, the following was transacted at
the Meeting: a written
ORDINANCE. AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM
REVENUE BOND, SERIES 2020; PLEDGING CERTAIN REVENUES IN SUPPORT OF
THE BOND; AWARDING THE SALE OF THE BOND; AND AUTHORIZING OTHER
MATTERS RELATED TO THE ISSUANCE OF THE BOND
was duly introduced for the consideration of the City. It was then duly moved and seconded
that the Ordinance be passed; and, after due discussion, the motion, carrying with it the passage
of the Ordinance, prevailed and carried by the following vote:
AYES:
NOES:
2. A true, full and correct copy of the aforesaid Ordinance passed at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that
the Ordinance has been duly recorded in the City Council's minutes of the Meeting; that the
above and foregoing paragraph is a true, full and correct excerpt from the City Council's minutes
of the Meeting pertaining to the passage of the Ordinance; that the persons named in the above
and foregoing paragraph are the duly chosen, qualified and acting city officials and members of
Georgetown\USRB 2020: Cert to Ordinance
the City Council as indicated therein; that each of the officers and members of the City Council
was duly and sufficiently notified officially and personally, in advance, of the time, place and
purpose of the aforesaid Meeting, and that the Ordinance would be introduced and considered
for passage at the Meeting, and each of the elected officials and members of the City Council
consented, in advance, to the holding of the Meeting for such purpose; that the Meeting was
open to the public and public notice of the time, place and purpose of the Meeting was given, all
as required by Chapter 551, Government Code, as amended and as further modified by an order
issued by the Governor of the State of Texas on March 16, 2020, suspending certain provisions
of the Open Meetings Act in light of his disaster proclamation issued on March 13, 2020,
regarding the novel coronavirus (COVID-19).
3. The Mayor of the City has approved and hereby approves the Ordinance; that the
Mayor and the City Secretary of the City have duly signed the Ordinance; and that the Mayor
and the City Secretary of the City hereby declare that their signing of this Certificate shall
constitute the signing of the attached and following copy of the Ordinance for all purposes.
Georgetown\USRB 2020: Cent to Ordinance
SIGNED AND SEALED the 28th day of April, 2020.
City Secret ry
[CITY SEAL]
Georgetown\USRB 2020: Cert to Ordinance
Mayor
ORDINANCE NO.2020,3
ORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM
REVENUE BOND, SERIES 2020; PLEDGING CERTAIN REVENUES IN SUPPORT OF
THE BOND; AWARDING THE SALE OF THE BOND; AND AUTHORIZING OTHER
MATTERS RELATED TO THE ISSUANCE OF THE BOND
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
WHEREAS, the City of Georgetown, Texas (the "City") has determined to issue revenue
debt for the purpose of financing improvements and extensions to the City's System (hereinafter
defined) and for the payment of professional services including legal, fiscal, architectural, engineer
and any costs of issuance, and the City Council deems it necessary and desirable to issue such
bond at this time; and
WHEREAS, the Bond (hereinafter defined) authorized by this Ordinance is being issued
and delivered pursuant to the City Charter and Chapter 1502, Texas Government Code, as
amended, and any other applicable laws; and
WHEREAS, the meeting at which this Ordinance was passed was open to the public and
public notice of the time, place and purpose of said meeting was given pursuant to Chapter 551,
Texas Government Code, as amended, and as further modified by an order issued by the Governor
of the State of Texas on March 16, 2020, suspending certain provisions of the Open Meetings Act
in light of his disaster proclamation issued on March 13, 2020, regarding the novel coronavirus
(COVID 19).
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS THAT:
Section 1. DEFINITIONS. For all purposes of this Ordinance, except as otherwise
expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to
this Ordinance have the meanings assigned to them in Exhibit "A".
Section 2. AMOUNT AND PURPOSE OF THE BOND AND VISION STATEMENT.
(a) Amount and 1'uWgse. The bond of the City further described in Section 3 of this Ordinance
and herein defined as the Bond is hereby authorized to be issued and delivered in the aggregate
principal amount of $14,430,000 FOR THE PURPOSE OF (i) EXTENDING AND
IMPROVING THE CITY'S SYSTEM AND (ii) PAYING THE COSTS OF ISSUING THE
BOND.
(b) Vision Statement. The City Council hereby finds that the enactment of this
Ordinance and issuance of the Bond complies with the Vision Statement of the City.
Section 3. DESIGNATION DATE DENOMINATIONS AND NUMBERS OF THE
BOND. The Bond issued pursuant to this Ordinance shall be designated: "CITY OF
GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE BOND, SERIES 2020," and initially
there shall be issued, sold, and delivered hereunder one fully registered certificate, without interest
coupons, dated May 21, 2020, in the principal amount stated above and in the denomination of
$14,430,000, numbered R-1, with bonds issued in replacement thereof being in a like
denomination and numbered consecutively from R-2 upward, payable to the registered owner
thereof, or to the registered assignee of the Bond or any portion or portions thereof (in each case,
the "Registered Owner"), and the Bond shall mature and be payable in annual installments as set
forth in the FORM OF BOND set forth in this Ordinance. The term 'Bond" as used in this
Ordinance shall mean and include collectively the bond initially issued and delivered pursuant to
this Ordinance and all substitute bonds exchanged therefor, as well as all other substitute bonds
and replacement bonds issued pursuant hereto.
Section 4. INTEREST. The Bond shall bear interest from the date of initial delivery to
the date of maturity or redemption prior to maturity at the rate of 1.95% per annum from the date
of initial delivery through and including August 15, 2035; provided, however, that if an "Event of
Default" (as defined in Section 28) occurs, the rate of interest on the Bond shall be 8.00% from the
date of such occurrence until such default has been cured; and provided further that if an "Event
of Taxability" (defined below) occurs, the rate of interest on the Bond shall be the Taxable Rate
(defined below) during the period for which interest on the Bond is included in the gross income
of the Registered Owner. In no event, however, may the rate of interest on the Bond exceed the
maximum rate permitted by Chapter 1204, Texas Government Code, as amended. Said interest
shall be payable in the manner provided and on the dates stated in the FORM OF BOND set forth
in Exhibit "B" to this Ordinance.
As used herein, the following terms below shall have the meanings set forth below:
"Event of Taxability" means a (i) change in law or fact or the interpretation thereof, or the
occurrence or existence of any fact, event or circumstance (including, without limitation, the taking
of any action by the City, or the failure to take any action by the City, or the making by the City
of any misrepresentation herein or in any certificate required to be given in connection with the
issuance, sale or delivery of the Bond) which has the effect of causing interest paid or payable on
the Bond to become includable, in whole or in part, in the gross income of the Registered Owner
or any former Registered Owner for federal income tax purposes or (ii) the entry of any decree or
judgment by a court of competent jurisdiction, or the taking of any official action by the Internal
Revenue Service or the Department of the Treasury, which decree, judgment or action shall be
final under applicable procedural law, in either case, which has the effect of causing interest paid
or payable on the Bond to become includable, in whole or in part, in the gross income of the
Registered Owner or any former Registered Owner for federal income tax purposes with respect
to the Bond.
"Taxable Rate" means, for each day, a rate of interest per annum equal to the product of (i)
the interest rate on the Bond for such day and (ii) the applicable Taxable Rate Factor.
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"Taxable Rate Factor" means for each day that the Taxable Rate is determined, the quotient
of (i) one divided by (ii) one minus the maximum federal corporate tax rate in effect as of such
day, rounded upward to the second decimal place.
Section 5. CHARACTERISTICS OF THE BOND. (a) Registration. Transfer;
Authentication. The City shall keep or cause to be kept at the principal corporate trust or other
office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas (the
"Paying Agent/Registrar") books or records for the registration of the transfer and exchange of the
Bond (the "Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its
registrar and transfer agent to keep such books or records and make such registrations of transfers
and exchanges under such reasonable regulations as the City and the Paying Agent/Registrar may
prescribe; and the Paying Agent/Registrar shall make such registrations, transfers and exchanges
as herein provided within three days of presentation in due and proper form. The Paying
Agent/Registrar shall obtain and record in the Registration Books the address of the Registered
Owner of the Bond to which payments with respect to the Bond shall be mailed, as herein provided;
but it shall be the duty of the Registered Owner to notify the Paying Agent/Registrar in writing of
the address to which payments shall be mailed, and such interest payments shall not be mailed
unless such notice has been given. The City shall have the right to inspect the Registration Books
during regular business hours of the Paying Agent/Registrar, but otherwise the Paying
Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by
law, shall not permit their inspection by any other entity. The City shall pay the Paying
Agent/Registrar's standard or customary fees and charges for making such registration, transfer,
exchange and delivery of a substitute Bond. Registration of assignments, transfers and exchanges
of the Bond shall be made in the manner provided and with the effect stated in the FORM OF
BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to
distinguish it from each other Bond.
Except as provided in subsection (c) below, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of the Bond, date and manually sign such Bond, and no
Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying
Agent/Registrar promptly shall cancel the paid Bond or any Bond surrendered for transfer and
exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the City
or any other body or person so as to accomplish the foregoing transfer and exchange of any Bond,
and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the
substitute Bond in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201, Texas
Government Code, as amended, the duty of transfer and exchange of the Bond as aforesaid is
hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Bond, the
transferred and exchanged Bond shall be valid, incontestable, and enforceable in the same manner
and with the same effect as the Bond which initially was issued and delivered pursuant to this
Ordinance, approved by the Attorney General, and registered by the Comptroller of Public
Accounts.
(b) Payment of Bond and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bond, all
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as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Bond and shall
properly and accurately record all payments on the Bond on the Registration Books, and shall keep
proper records of all transfers of the Bond, and all replacements of the Bond, as provided in this
Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and
for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record
Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of
such interest have been received from the City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United States
mail, first-class postage prepaid, to the address of the Registered Owner appearing on the
Registration Books at the close of business on the last business day next preceding the date of
mailing of such notice.
(c) In General. The Bond (i) shall be issued in fully registered form, without interest
coupons, with the principal of and interest on the Bond to be payable only to the Registered Owner
thereof, (ii) may be redeemed in whole or in part prior to its scheduled maturity, (iii) may be
transferred and assigned, (iv) shall have the characteristics, (v) shall be signed, sealed, executed
and authenticated, (vi) the principal of and interest on the Bond shall be payable, and (vii) shall be
administered and the Paying Agent/Registrar and the City shall have certain duties and
responsibilities with respect to the Bond, all as provided, and in the manner and to the effect as
required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bond initially
issued and delivered pursuant to this Ordinance (to which Bond is attached the Registration
Certificate of the Comptroller of Public Accounts) is not required to be, and shall not be,
authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in exchange for
any Bond issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING
AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the
FORM OF CERTIFICATE.
(d) Substitute Paying A ent[Re istrar. The City covenants with the Registered Owner
of the Bond that at all times while the Bond is outstanding the City 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 Bond under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The City reserves the right to, and may, at its option, change
the Paying Agent/Registrar upon not less than 30 days written notice to the Paying
Agent/Registrar, to be effective not later than 20 days prior to the next principal or interest payment
date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or
its successor by merger, acquisition, or other method) should resign or otherwise cease to act as
such, the City covenants that promptly it will appoint a competent and legally qualified bank, trust
company, financial institution, or other agency to act as Paying Agent/Registrar under this
Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar
promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other
pertinent books and records relating to the Bond, to the new Paying Agent/Registrar designated
and appointed by the City. Upon any change in the Paying Agent/Registrar, the City promptly
will cause a written notice thereof to be sent by the new Paying Agent/Registrar to the Registered
GTOWN\USRB\2020: Ordinance 4
Owner of the Bond, by United States mail, first-class postage prepaid, which notice also shall give
the address of the new Paying Agent/Registrar. By accepting the position and performing as such,
each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance,
and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(e) On the closing date, the initial Bond No. R-1 representing the entire principal
amount of the Bond, payable to the Purchaser, executed by manual or facsimile signature of the
Mayor and City Secretary of the City, approved by the Attorney General of Texas, and registered
and manually signed by the Comptroller of Public Accounts of the State of Texas, and with the
date of delivery inserted thereon by the Paying Agent/Registrar, will be delivered to the Purchaser
or its designee.
Section 6. FORM OF BOND. The form of the Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Bond
initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as in
the form set forth in Exhibit "B" hereto, with such appropriate variations, omissions or insertions
as are permitted or required by this Ordinance.
Section 7. PLEDGE OF PLEDGED REVENUES. The City hereby covenants and
agrees that the Pledged Revenues are hereby irrevocably pledged to the payment and security of
the Parity Obligations including the establishment and maintenance of the special funds created,
established and maintained for the payment and security thereof, all as hereinafter provided; and
it is hereby ordained that the Parity Obligations, and the interest thereon, shall constitute a lien on
and pledge of the Pledged Revenues and be valid and binding without any physical delivery thereof
or further act by the City, and the lien created hereby on the Pledged Revenues for the payment
and security of the Parity Obligations, including the establishment and maintenance of the special
funds created, established and maintained for the payment and security thereof, shall be superior
to the lien on and pledge of the Pledged Revenues securing payment of any Subordinate Lien
Obligations hereafter issued by the City.
Section 8. SPECIAL FUNDS. The City confirms the establishment and maintenance on
the books of the City, so long as any of the Parity Obligations are outstanding and unpaid, of the
below limited Special Funds:
(a) City of Georgetown, Texas Utility System Revenue Fund, hereinafter called the
"Revenue Fund."
(b) City of Georgetown, Texas Utility System Revenue Bonds Interest and Sinking Fund,
hereinafter called the "Interest and Sinking Fund."
Though all of such funds may be subaccounts of the City's General Fund held by the City's
depository, and, as such, not held in separate bank accounts, such treatment shall not constitute a
commingling of the monies in such Funds or of such Funds and the City shall keep full and
complete records indicating the monies and investments credited to each of such Funds.
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Section 9. REVENUE FUND. The City hereby covenants, agrees and establishes that
the Gross Revenues shall be deposited and credited to the Revenue Fund immediately as collected
and received. All Maintenance and Operating Expenses are and shall be paid from such Gross
Revenues as a first charge against same.
Section 10. FLOW OF FUNDS. All Gross Revenues deposited and credited to the
Revenue Fund shall be pledged and appropriated to the extent required for the following uses and
in the order of priority shown:
FIRST: to the payment of all necessary and reasonable Maintenance and Operating
Expenses as defined herein or required by statute, including, but not limited to, Chapter
1502, Texas Government Code, as amended, to be a first charge on and claim against the
Gross Revenues, including a two (2)-month reserve amount based upon the budgeted
amount of Maintenance and Operating Expenses for the current Fiscal Year, which amount
shall be retained in the Revenue Fund.
SECOND: to the payment of the amounts required to be deposited and credited to the
Interest and Sinking Fund created and established for the payment of the Bond, the
Previously Issued Parity Obligations and any Additional Parity Obligations issued by the
City as the same become due and payable.
THIRD: pro rata to the payment of the amounts required to be deposited and credited (i)
to the Reserve Fund created and established to maintain the Required Reserve Amount in
accordance with the provisions of this Ordinance, including amounts owed with respect to
any Reserve Fund Obligation to restore the Required Reserve Amount and (ii) to each other
reserve fund created and established to maintain a reserve in accordance with the provisions
of the ordinances relating to the issuance of any Additional Parity Obligations hereafter
issued by the City.
FOURTH: to the payment of Subordinate Lien Obligations.
FIFTH: to the payment of the amounts required for any lawful purpose.
Section 11. INTEREST AND SINKING FUND. For purposes of providing funds to pay
the principal of, premium, if any, and interest on the Parity Obligations as the same become due
and payable, including any mandatory sinking fund redemption payments, the City agrees that it
shall maintain the Interest and Sinking Fund. The City covenants to deposit and credit to the
Interest and Sinking Fund prior to each principal, interest payment or redemption date from the
available Pledged Revenues an amount equal to one hundred percent (100%) of the amount
required to fully pay the interest on and the principal of the Parity Obligations then falling due and
payable. The City shall make such deposits and credits to pay maturing principal, accrued interest,
and mandatory sinking fund redemptions on the Parity Obligations in substantially equal semi-
annual installments on or before each February 15 and August 15.
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The required semi-annual deposits and credits to the Interest and Sinking Fund shall
continue to be made as hereinabove provided until such time as (i) the total amount on deposit in
and credited to the Interest and Sinking Fund and the Reserve Fund (excluding any Reserve Fund
Obligation) is equal to the amount required to fully pay and discharge all Outstanding Parity
Obligations (principal, premium, if any, and interest) or (ii) the Parity Obligations are no longer
outstanding.
Accrued interest and capitalized interest, if any, received from the purchaser of any Parity
Obligation shall be taken into consideration and reduce the amount of the semi-annual deposits
and credits hereinabove required into the Interest and Sinking Fund.
Section 12. RESERVE FUND. (a) To accumulate and maintain a reserve for the payment
of the Bond and the Outstanding Parity Obligations equal to the Average Annual Debt Service
Requirements of the Bond and the Outstanding Parity Obligations (calculated by the City at the
beginning of each Fiscal Year) (the "Required Reserve Amount"), the Reserve Fund has been
established and shall be maintained by the City. Earnings and income derived from the investment
of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the
Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall
be deposited to the credit of the Revenue Fund. As provided in Section 10, the City shall deposit
and credit to the Reserve Fund amounts required to maintain the balance in the Reserve Fund in
an amount equal to the Required Reserve Amount. There shall be deposited into the Reserve Fund
any Reserve Fund Obligations so designated by the City. All funds, investments and Reserve Fund
Obligations on deposit and credited to the Reserve Fund shall be used solely for (i) the payment
of the principal of and interest on the Bond and the Outstanding Parity Obligations, when and to
the extent other funds available for such purposes are insufficient, (ii) to make Reserve Fund
Obligation Payments and (iii) to retire the last Stated Maturity or Stated Maturities of or interest
on the Bond and the Outstanding Parity Obligations.
(b) When and for so long as the cash, investments and Reserve Fund Obligations in the
Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the
Reserve Fund; but, if and when the Reserve Fund at any time contains less than the Required
Reserve Amount, the City covenants and agrees that the City shall cure the deficiency in the
Reserve Fund by resuming the Required Reserve Fund Deposits to such Fund from the Pledged
Revenues in accordance with Section 10 by monthly deposits and credits in amounts equal to not
less than 1/60th of the Required Reserve Amount with any such deficiency payments being made
on or before each February 15 and August 15 until the Required Reserve Amount has been fully
restored; provided, however, that no such deposits shall be made into the Reserve Fund during any
six month period beginning on February 15 and August 15 until there has been deposited into the
Interest and Sinking Fund the full amount required to be deposited therein by the next following
February 15 and August 15, as the case may be. In addition, in the event that a portion of the
Required Reserve Amount is represented by a Reserve Fund Obligation, the Required Reserve
Amount shall be restored as soon as possible from monthly deposits of Pledged Revenues on
deposit in the Revenue Fund in accordance with Section 10, but subject to making the full deposits
and credits to the Interest and Sinking Fund required to be made by the next following February
15 and August 15, as the case may be. The City further covenants and agrees that, subject only to
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the prior deposits and credits to be made to the Interest and Sinking Fund, the Pledged Revenues
shall be applied and appropriated and used to establish and maintain the Required Reserve
Amount, including by paying Reserve Fund Obligation Payments when due, and any reserve
established for the benefit of any issue or series of Additional Parity Obligations and to cure any
deficiency in such amounts as required by the terms of this Ordinance and any other ordinance
pertaining to the issuance of Additional Parity Obligations.
During such time as the Reserve Fund contains the Required Reserve Amount, the
obligation to maintain the Required Reserve Amount has been suspended pursuant to subsection
(d) below or any cash is replaced with a Reserve Fund Obligation pursuant to subsection (c) below,
the City may, at its option, withdraw all surplus funds in the Reserve Fund and deposit such surplus
in the Interest and Sinking Fund or otherwise use such amount in any manner permitted by law.
(c) A Reserve Fund Obligation issued in an amount equal to all or part of the Required
Reserve Amount for the Bond and the Outstanding Parity Obligations may be used in lieu of
depositing cash into the Reserve Fund. In addition, a Reserve Fund Obligation may be substituted
for monies and investments in the Reserve Fund if the substitution of the Reserve Fund Obligation
will not, in and of itself, cause any ratings then assigned to the Bond and the Outstanding Parity
Obligations by any Rating Agency to be lowered and the ordinance authorizing the substitution of
the Reserve Fund Obligation for all or part of the Required Reserve Amount contains a finding
that such substitution is cost effective.
(d) Notwithstanding anything to the contrary contained herein, the requirement set forth
in subsection (a) above to maintain the Required Reserve Amount in the Reserve Fund shall be
suspended for such time as the Net Revenues for each Fiscal Year are equal to at least 1.35 times
the Average Annual Debt Service Requirements. In the event that the Net Revenues for any Fiscal
Year are less than 1.35 times the Average Annual Debt Service Requirements, the City will be
required to commence making Required Reserve Fund Deposits, as provided in subsection (b)
above, and to continue such Required Reserve Fund Deposits until the earlier of (i) such time as
the Reserve Fund contains the Required Reserve Amount or (ii) the Net Revenues in each of two
consecutive years have been equal to not less than 1.35 times the Average Annual Debt Service
Requirements.
(e) A Reserve Fund Obligation permitted under (a) above, must be in the form of a surety
bond or insurance policy meeting the requirements described below.
(1) (i) A surety bond or insurance policy issued to a paying agent/registrar for the Parity
Obligations, as agent of the Holders, by a company licensed to issue an insurance policy
guaranteeing the timely payment of debt service on the Parity Obligations (a "municipal
bond insurer") if the claims paying ability of the issuer thereof shall be rated "AAA" or
"Aaa", respectively, by S&P or Moody's, or (ii) a surety bond or insurance policy issued to
a paying agent/registrar for the Parity Obligations, as agent of the Holders, by an entity
other than a municipal bond insurer, if the form and substance of such instrument and the
issuer thereof shall be approved in writing by each Bond Insurer of record.
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(2) The obligation to reimburse the issuer of a Reserve Fund Obligation for any claims or
draws upon such Reserve Fund Obligation in accordance with its terms, including expenses
incurred in connection with such claims or draws, to the extent permitted by law, (a Reserve
Fund Obligation Payment) shall be made from the deposits made to the Reserve Fund as
provided in this Section and in Section 10. The Reserve Fund Obligation shall provide for
a revolving feature under which the amount available thereunder will be reinstated to the
extent of any reimbursement of draws or claims paid. If the revolving feature is suspended
or terminated for any reason, the right of the issuer of the Reserve Fund Obligation to
reimbursement will be subordinated to the cash replenishment of the Reserve Fund to an
amount equal to the difference between the full original amount available under the
Reserve Fund Obligation and the amount then available for further draws or claims. In the
event (a) the issuer of a Reserve Fund Obligation becomes insolvent, or (b) the issuer of a
Reserve Fund Obligation defaults in its payment obligations thereunder, or (c) the claims
paying ability of the issuer of the insurance policy or surety bond falls below "AAA" or
"Aaa," by S&P and Moody's, respectively, the obligation to reimburse the issuer of the
Reserve Fund Obligation shall be subordinated to the cash replenishment of the Reserve
Fund.
(3) In the event (a) the revolving reinstatement feature described in the preceding
paragraph is suspended or terminated, or (b) the rating of the claims paying ability of the
issuer of the surety bond or insurance policy falls below "AAA" or "Aaa," by S&P and
Moody's, respectively, the City shall either (i) deposit into the Reserve Fund, in accordance
with this Section and Section 10, an amount sufficient to cause the cash or investments
credited to the Reserve Fund to accumulate to the Required Reserve Amount, or (ii) replace
such instrument with a surety bond or insurance policy meeting the requirements of 1 and
2 above, within six months of such occurrence. In the event (a) the rating of the claims -
paying ability of the issuer of the surety bond or insurance policy falls below "A" by S&P
and Moody's, or (b) the issuer of the Reserve Fund Obligation defaults in its payment
obligations hereunder, or (c) the issuer of the Reserve Fund Obligation becomes insolvent,
the City shall either (i) deposit into the Reserve Fund, in accordance with this Section,
amounts sufficient to cause the cash or investments on deposit in the Reserve Fund to
accumulate to the Required Reserve Amount, or (ii) replace such instrument with a surety
bond or insurance policy meeting the requirements of 1 and 2 above within six months of
such occurrence.
(4) The Paying Agent/Registrar shall ascertain the necessity for a claim or draw upon any
Reserve Fund Obligation and provide'notice to the issuer of the Reserve Fund Obligation
in accordance with its terms not later than three days (or such appropriate time period as
will, when combined with the timing of required payment under the Reserve Fund
Obligation, ensure payment under the Reserve Fund Obligation on or before the interest
payment date) prior to each date upon which the principal of or interest on the Parity
Obligations will be due.
It is recognized that a Reserve Fund Obligation may be issued which is payable only with
respect to a part of the Bond and the Outstanding Parity Obligations with the remainder of the
GTO WN\USRB\2020: Ordinance
Required Reserve Amount being satisfied by monies and investments and in that case any draws
upon the Reserve Fund will have to be made on a pro-rata basis to ensure that every Parity
Obligation enjoys an equal amount of security. Therefore, (i) draws upon one or more such
Reserve Fund Obligations shall be made on a pro-rata basis with cash and investments available
in the Reserve Fund and (ii) deposits and credits to the Reserve Fund to restore it to the Required
Reserve Amount shall be utilized on a pro-rata basis to pay Reserve Fund Obligation Payments to
reimburse the issuers of the Reserve Fund Obligations, thus restoring that part of the Required
Reserve Amount, and to restore with cash and investments the balance of the Required Reserve
Amount.
Section 13. EXCESS BOND PROCEEDS. Any proceeds of Parity Obligations not
required to effectuate the purposes for which such Parity Obligations were issued, as provided in
the respective ordinances authorizing the issuance of such Parity Obligations, or for the payment
of the costs of issuance of such Parity Obligations shall be deposited and credited to the Interest
and Sinking Fund and shall be taken into consideration and shall reduce the amount of semi-annual
deposits and credits to the Interest and Sinking Fund from the Pledged Revenues or used to redeem
or purchase the Parity Obligations from which such excess proceeds are related.
Section 14. DEFICIENCIES - EXCESS PLEDGED OR NET REVENUES. (a) If on
any occasion there shall not be sufficient Pledged Revenues (after making all payments pertaining
to all Parity Obligations) to make the required deposits and credits to the Interest and Sinking Fund
and the Reserve Fund, then such deficiency shall be cured as soon as possible from the next
available unallocated Pledged Revenues, or from any other sources available for such purpose, and
such deposits and credits shall be in addition to the amounts otherwise required to be deposited
and credited to these Funds.
(b) Subject to making the deposits and credits required by this Ordinance, or any
ordinances authorizing the issuance of Additional Parity Obligations, or the payments and credits
required by the provisions of the ordinances authorizing the issuance of Subordinate Lien
Obligations hereafter issued by the City, the excess Net Revenues may be used for any lawful
purpose.
Section 15. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF
INVESTMENT INCOME. (a) Money in the Revenue Fund, the Interest and Sinking Fund and
the Reserve Fund may, at the option of the City, be invested in Permitted Investments; provided
that all such deposits and investments shall be made in such manner that the money required to be
expended from any fund will be available at the proper time or times. All such investments shall
be valued in terms of current market value no less frequently than the last business day of the City's
Fiscal Year, except that any direct obligations of the United States of America - State and Local
Government Series shall be continuously valued at their par value or principal face amount. Any
obligation in which money is so invested shall be kept and held at the Depository, except as
otherwise permitted by the laws applicable to the City. For purposes of maximizing investment
returns, money in such funds may be invested, together with money in other funds or with other
money of the City, in common investments of the kind described above, or in a common pool of
such investments held by the City or its designated agent, which shall not be deemed to be or
GTOWN\USRB\2020: Ordinance 10
constitute a commingling of such money or funds provided that safekeeping receipts or certificates
of participation clearly evidencing the investment or investment pool in which such money is
invested and the share thereof purchased with such money or owned by such fund are held by or
on behalf of each such fund. If necessary, such investments shall be promptly sold to prevent any
default.
(b) All interest and income derived from such investments (other than interest and income
derived from amounts credited to the Reserve Fund if the Reserve Fund does not contain the
Required Reserve Amount) shall be credited to the Revenue Fund semi-annually and shall
constitute Gross Revenues.
Section 16. PAYMENT OF PARITY OBLIGATIONS. While any of the Parity
Obligations are outstanding, the City shall transfer to the respective paying agent/registrar therefor,
from funds on deposit in and credited to the Interest and Sinking Fund, and, if necessary, in the
Reserve Fund, amounts sufficient to fully pay and discharge promptly the interest on and principal
of the Parity Obligations as shall become due on each interest or principal payment date, or date
of redemption of the Parity Obligations; such transfer of funds must be made in such manner as
will cause immediately available funds to be deposited with each respective paying agent/registrar
for the Parity Obligations not later than the business day next preceding the date such payment is
due on the Parity Obligations. The Paying Agent/Registrar shall destroy all paid Parity Obligations
foe which it serves as paying agent/registrar and furnish the City with an appropriate certificate of
cancellation or destruction.
Section 17. RATES AND CHARGES. For the benefit of the Holders of the Parity
Obligations and in addition to all provisions and covenants in the laws of the State of Texas and
in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Parity
Obligations are outstanding, to establish and maintain rates and charges for facilities and services
afforded by the System that are reasonably expected, on the basis of available information and
experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal
Year reasonably anticipated to be sufficient:
A. to pay Maintenance and Operating Expenses;
B. to produce Pledged Revenues at least equal to the greater of 1.25 times the Average
Annual Debt Service Requirements or 1.10 times the Maximum Annual Debt Service
Requirements;
C. to produce Pledged Revenues in amounts sufficient to enable the City to make the
deposits and credits, if any, from Pledged Revenues (i) to the Reserve Fund to restore the Required
Reserve Amount in accordance with Section 12 of this Ordinance, including the payment of any
Reserve Fund Obligation Payment then due, and (ii) to other reserve funds to establish or restore
the reserve securing any issue or series of Additional Parity Obligations;
D. to produce Pledged Revenues, together with any other lawfully available funds
(including the proceeds of Debt which the City expects will be utilized to pay all or part of the
GTOWN\USRB\2020: Ordinance 11
principal of and/or interest on any obligations described in this subsection D), sufficient to pay the
principal of and interest on any Subordinate Lien Obligations issued by the City and the amounts
required to be deposited in any reserve or contingency fund created for the payment and security
of the Subordinate Lien Obligations and any other obligations or evidences of indebtedness issued
or incurred that are payable from, in whole or in part, a subordinate lien on and pledge of the
Pledged Revenues; and
E. to pay any other Debt payable from the Pledged Revenues and/or secured by a lien on
the Pledged Revenues.
Should the annual audit report required by Section 19 hereof reflect that the Pledged
Revenues for the Fiscal Year covered thereby were less than necessary to meet the requirements
of this Section, the City Council will review the operations of the System and the rates and charges
for services provided, and the City Council will make the necessary adjustments or revisions, if
any, in order that the Pledged Revenues for the succeeding year will be sufficient to satisfy the
foregoing coverage requirements.
Section 18. GENERAL COVENANTS. The City further covenants and agrees that in
accordance with and to the extent required or permitted by law:
(a) Performance. It will faithfully perform at all times any and all covenants, undertakings,
stipulations and provisions contained in any ordinance authorizing the issuance of Parity
Obligations, including this Ordinance, and in each and every Parity Obligation; it will promptly
pay or cause to be paid the principal of and interest on every Parity Obligation on the dates and in
the places and manner prescribed in such ordinances and obligations; and it will, at the times and
in the manner prescribed, deposit and credit or cause to be deposited and credited the amounts
required to be deposited and credited to the Interest and Sinking Fund and the Reserve Fund.
(b) City's Legal Authority. It is a duly created and existing home rule city of the State of
Texas, and is duly authorized under the laws of the State of Texas to create and issue the Bond;
that all action on its part for the creation and issuance of the Bond has been duly and effectively
taken, and that the Bond in the hands of the Holder thereof is and will be a valid and enforceable
special obligation of the City in accordance with its terms.
(c) Title. It has or will obtain lawful title to the lands, buildings, structures and facilities
constituting the System, that it warrants that it will defend the title to all the aforesaid lands,
buildings, structures and facilities, and every part thereof, for the benefit of the Holders of the
Bond, the Previously Issued Parity Obligations and Additional Parity Obligations, against the
claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Pledged
Revenues to the payment of the Bond, the Previously Issued Parity Obligations and Additional
Parity Obligations in the manner prescribed herein, and has lawfully exercised such rights.
(d) Liens. It will from time to time and before the same become delinquent pay and
discharge all taxes, assessments and governmental charges, if any, which shall be lawfully imposed
upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials and supplies
GTOWN\USRB\2020: Ordinance 12
which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to
or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully
preserved in the manner provided herein, and it will not create or suffer to be created any
mechanic's, laborer's, materialman's or other lien or charge which might or could be prior to the
liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be
impaired; provided, however, that no such tax, assessment or charge, and that no such claims which
might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall
be required to be paid so long as the validity of the same shall be contested in good faith by the
City.
(e) Operation of System, No Free Service. It will, while the Parity Obligations are
outstanding and unpaid, continuously and efficiently operate the System, and shall maintain the
System in good condition, repair and working order, all at reasonable cost. No free service of the
System shall be allowed, and should the City or any of its agencies or instrumentalities make use
of the services and facilities of the System, payment of the reasonable value shall be made by the
City out of funds from sources other than the Gross Revenues of the System, unless made from
surplus or excess Pledged Revenues as permitted in Section 14.
(f) Further Encumbrance. While the Parity Obligations are outstanding and unpaid, it will
not additionally encumber the Pledged Revenues in any manner, except as permitted in this
Ordinance in connection with Additional Parity Obligations, unless said encumbrance is made
junior and subordinate in all respects to the liens, pledges, covenants and agreements of this
Ordinance; but the right of the City to issue or incur obligations payable from a subordinate lien
on the Pledged Revenues is specifically recognized and retained.
(g) Sale or Disposal of Properly. While the Parity Obligations are outstanding and unpaid,
it will not sell, convey, mortgage, encumber, lease or in any manner transfer title to, or otherwise
dispose of the System, or any significant or substantial part thereof, provided that whenever the
City deems it necessary to dispose of any other property, machinery, fixtures or equipment, it may
sell or otherwise dispose of such property, machinery, fixtures or equipment when it has made
arrangements to replace the same or provide substitutes therefor, unless it is determined that no
such replacement or substitute is necessary; and, provided further, that the City retains the right to
sell, convey, mortgage, encumber, lease or otherwise dispose of any significant or substantial part
of the System if (i) the City Manager delivers a certificate to the City Council to the effect that,
following such action by the City, the System is expected to produce Gross Revenues in amounts
sufficient in each Fiscal Year while any of the Parity Obligations are to be outstanding to comply
with the obligations of the City contained in this Ordinance and in the ordinances authorizing the
issuance of Additional Parity Obligations; (ii) the City Council makes a finding and determination
to the same effect as the certificate of the City Manager set forth in (i) above and (iii) each Rating
Agency then maintaining a rating on any Parity Obligation delivers a letter to the City to the effect
that such sale, conveyance, mortgage, encumbrance, lease or other disposition will not cause the
Rating Agency to withdraw or lower the rating then in effect. Proceeds from any sale hereunder
not used to replace or provide for substitution of such property sold, shall be used for
improvements to the System or to purchase or redeem Parity Obligations.
GTO WMUSRB\2020: Ordinance 13
(h) Insurance. (1) It shall cause to be insured such parts of the System as would usually
be insured by municipal corporations operating like properties, with a responsible insurance
company or companies, against risks, accidents or casualties against which and to the extent
insurance is usually carried by municipal corporations operating like properties, including, to the
extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by
floods, and use and occupancy insurance. Public liability and property damage insurance shall
also be carried unless the City Attorney of the City gives a written opinion to the effect that the
City is not liable for claims which would be protected by such insurance. At any time while any
contractor engaged in construction work shall be fully responsible therefor, the City shall not be
required to carry insurance on the work being constructed if the contractor is required to carry
appropriate insurance. All such policies shall be open to the inspection of the Holders and their
representatives at all reasonable times. Upon the happening of any loss or damage covered by
insurance from one or more of said causes, the City shall make due proof of loss and shall do all
things necessary or desirable to cause the insuring companies to make payment in full directly to
the City. The proceeds of insurance covering such property are hereby pledged as security for the
Parity Obligations and, together with any other funds necessary and available for such purpose,
shall be used forthwith by the City for repairing the property damaged or replacing the property
destroyed; provided, however, that if said insurance proceeds and other funds are insufficient for
such purpose, then said insurance proceeds pertaining to the System shall be used promptly as
follows:
(i) for the redemption prior to maturity of the Parity Obligations, ratably in the
proportion that the Outstanding principal of each series of Parity Obligations bears to the
total Outstanding principal of all Parity Obligations, provided that if on any such occasion
the principal of any such series is not subject to redemption, it shall not be regarded as
Outstanding in making the foregoing computation; or
(ii) if none of the Outstanding Parity Obligations is subject to redemption, then for
the purchase on the open market and retirement of said Parity Obligations in the same
proportion as prescribed in the foregoing clause (i), to the extent practicable; provided that
the purchase price for any Parity Obligation shall not exceed the redemption price of such
Parity Obligation on the first date upon which it becomes subject to redemption; or
(iii) to the extent that the foregoing clauses (i) and (ii) cannot be complied with at
the time, the insurance proceeds, or the remainder thereof, shall be deposited in a special
and separate trust fund, at an official depository of the City, to be designated the Insurance
Account. The Insurance Account shall be held until such time as the foregoing clauses (i)
and/or (ii) can be complied with, or until other funds become available which, together
with the Insurance Account, will be sufficient to make the repairs or replacements
originally required, whichever of said events occurs first.
(2) The foregoing provisions of (1) above notwithstanding, the City shall have
authority to enter into coinsurance or similar plans where risk of loss is shared in whole or
in part by the City.
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(3) The annual audit hereinafter required shall contain a section commenting on
whether or not the City has complied with the requirements of this Section with respect to
the maintenance of insurance, and listing all policies carried, and whether or not all
insurance premiums upon the insurance policies to which reference is hereinbefore made
have been paid.
(4) The payment of premiums for all insurance policies required under the provisions
hereof and the costs associated with the maintenance of any self-insurance program shall
be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be
construed as requiring the City to expend any funds which are derived from sources other
than the operation of the System, but nothing herein shall be construed as preventing the
City from doing so.
(i) Governmental Agencies. It will comply with all of the terms and conditions of any and
all franchises, permits and authorizations applicable to or necessary with respect to the System,
and which have been obtained from any governmental agency; and the City has or will obtain and
keep in full force and effect all franchises, permits, authorization and other requirements applicable
to or necessary with respect to the acquisition, construction, equipment, operation and maintenance
of the System.
0) No Competition. It will not grant any franchise or permit for the acquisition,
construction or operation of any competing facilities which might be used as a substitute for the
System's facilities and, to the extent that it legally may, the City will prohibit any such competing
facilities. Notwithstanding the foregoing, the City retains the right, however, to "opt in" to electric
competition in accordance with State law if "opting in" will not materially adversely impact the
Net Revenues of the System as evidenced by a certification of the City Manager.
(k) Qis egation of System. The City retains the right to disaggregate the System into
one or more independent resulting systems if (i) the City Manager delivers a certificate to the City
Council to the effect that, following such action by the City, the remaining System is expected to
produce Gross Revenues in amounts sufficient in each Fiscal Year while any of the Parity
Obligations are to be outstanding to comply with the obligations of the City contained in this
Ordinance and in the ordinances authorizing the Previously Issued Parity Obligations and the
issuance of Additional Parity Obligations; (ii) the City Council makes a finding and determination
to the same effect as the certificate of the City Manager set forth in (i) above and (iii) each Rating
Agency then maintaining a rating on any Parity Obligation delivers a letter to the City to the effect
that such disaggregation will not cause the Rating Agency to withdraw or lower the rating then in
effect on the Outstanding Parity Obligations.
Section 19. RECORDS AND ACCOUNTS - ANNUAL AUDIT. The City covenants
and agrees that so long as any of the Parity Obligations remain Outstanding, the City will keep and
maintain a separate and complete system of records and accounts pertaining to the operations of
the System in which full, complete, true, proper, and correct entries shall be made of all dealings,
transactions, business and affairs relating thereto, or which in any way affect or pertain to the
System or the Gross Revenues or the Net Revenues thereof, as provided by generally accepted
GTOWN\USRB\2020: Ordinance 15
accounting principles, consistently applied, and by Sections 1502.067 and 1502.068, Texas
Government Code, as amended, or other applicable law. The Holders of the Parity Obligations or
any duly authorized agent or agents of such Holders shall have the right to inspect the System and
all properties comprising the same. The City further agrees that, following the close of each Fiscal
Year, the City will cause an audit report of such records and accounts to be made by an Accountant.
Copies of each annual audit shall be made available for public inspection during normal business
hours at the City's principal office and the City Secretary's office and may be furnished to, upon
written request, any Holder of Parity Obligations upon payment of the reasonable copying and
mailing charges. Expenses incurred in making the annual audit of the operations of the System
shall be considered as Maintenance and Operating Expenses.
Section 20. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BOND. (a) Covenants. The City covenants to take any action necessary to assure, or
refrain from any action that would adversely affect, the treatment of the Bond as an obligation
described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the
interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the City covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of
the Bond or the projects financed therewith (less amounts deposited to a reserve fund, if
any) are used for any "private business use," as defined in section 141(b)(6) of the Code
or, if more than 10 percent of the proceeds or the projects financed therewith are so used,
such amounts, whether or not received by the City, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Bond, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bond or the
projects financed therewith (less amounts deposited into a reserve fund, if any) then the
amount in excess of 5 percent is used for a "private business use" which is "related" and
not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the
governmental use;
(3) to take any action to assure that no amount which is greater than the lesser
of $5,000,000, or 5 percent of the proceeds of the Bond (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Bond
being treated as a "private activity bond" within the meaning of section 141(b) of the Code;
(5) to refrain from taking any action that would result in the Bond being
"federally guaranteed" within the meaning of section 149(b) of the Code;
GTOWN\USRB\2020: Ordinance 16
(6) to refrain from using any portion of the proceeds of the Bond, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a
materially higher yield over the term of the Bond, other than investment property acquired
with --
(A) proceeds of the Bond invested for a reasonable temporary period of
3 years or less or, in the case of a refunding bond, for a period of 90 days or less
until such proceeds are needed for the purpose for which the Bond is issued,
(B) amounts invested in a bona fide debt service fund, within the
meaning of section 1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
proceeds of the Bond;
(7) to otherwise restrict the use of the proceeds of the Bond or amounts treated
as proceeds of the Bond, as may be necessary, so that the Bond does not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage);
(8) to refrain from using the proceeds of the Bond or proceeds of any prior
bonds to pay debt service on another issue more than 90 days after the date of issue of the
Bond in contravention of the requirements of section 149(d) of the Code (relating to
advance refundings); and
(9) to pay to the United States of America at least once during each five-year
period (beginning on the date of delivery of the Bond) an amount that is at least equal to
90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and
to pay to the United States of America, not later than 60 days after the Bond has been paid
in full, 100 percent of the amount then required to be paid as a result of Excess Earnings
under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a
"Rebate Fund" is hereby established by the City for the sole benefit of the United States of
America, and such fund shall not be subject to the claim of any other person, including without
limitation the Registered Owner. The Rebate Fund is established for the additional purpose of
compliance with section 148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the
Bond. It is the understanding of the City that the covenants contained herein are intended to assure
compliance with the Code and any regulations or rulings promulgated by the U.S. Department of
the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated
GTOWN\USRB\2020: Ordinance 17
which modify or expand provisions of the Code, as applicable to the Bond, the City will not be
required to comply with any covenant contained herein to the extent that such failure to comply,
in the opinion of nationally -recognized bond counsel, will not adversely affect the exemption from
federal income taxation of interest on the Bond under section 103 of the Code. In the event that
regulations or rulings are hereafter promulgated which impose additional requirements which are
applicable to the Bond, the City agrees to comply with the additional requirements to the extent
necessary, in the opinion of nationally -recognized bond counsel, to preserve the exemption from
federal income taxation of interest on the Bond under section 103 of the Code. In furtherance of
such intention, the City hereby authorizes and directs the City Manager, the Assistant City
Manager or the Director of Finance to execute any documents, certificates or reports required by
the Code and to make such elections, on behalf of the City, which may be permitted by the Code
as are consistent with the purpose for the issuance of the Bond. This Ordinance is intended to
satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations.
(d) Allocation Of, and Limitation On. Expenditures for the Project. The City covenants
to account for the expenditure of sale proceeds and investment earnings to be used for the purposes
described in Section 1 of this Ordinance (the "Project") on its books and records in accordance
with the requirements of the Code. The City recognizes that in order for the proceeds to be
considered used for the reimbursement of costs, the proceeds must be allocated to expenditures
within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is
completed; but in no event later than three years after the date on which the original expenditure
is paid. The foregoing notwithstanding, the City recognizes that in order for proceeds to be
expended under the Code, the sale proceeds or investment earnings must be expended no more
than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bond, or (2) the date
the Bond is retired. The City agrees to obtain the advice of nationally -recognized bond counsel if
such expenditure fails to comply with the foregoing to assure that such expenditure will not
adversely affect the tax-exempt status of the Bond. For purposes hereof, the City shall not be
obligated to comply with this covenant if it obtains an opinion that such failure to comply will not
adversely affect the excludability for federal income tax purposes from gross income of the
interest.
(e) Digposition of Project. The City covenants that the property constituting the Project
will not be sold or otherwise disposed of in a transaction resulting in the receipt by the City of cash
or other compensation, unless the City obtains an opinion of nationally -recognized bond counsel
that such sale or other disposition will not adversely affect the tax-exempt status of the Bond. For
purposes of the foregoing, the portion of the property comprising personal property and disposed
of in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other
compensation. For purposes hereof, the City shall not be obligated to comply with this covenant
if it obtains an opinion that such failure to comply will not adversely affect the excludability for
federal income tax purposes from gross income of the interest.
Section 21. NO CONTINUING DISCLOSURE UNDERTAKING. The sale of the
Bond is exempt from Securities and Exchange City Council Rule 15c2-12. Consequently, the City
makes no undertaking with respect to such rule or with respect to the provision of on -going
financial and operating data. However, the City agrees to provide the Purchaser with a copy of the
GTOWN\USRB\2020: Ordinance 18
City's Comprehensive Annual Financial Report within 180 days of the close of each fiscal year or
if such report is not then available, by such later date as the report becomes available; provided
that the electronic posting of such report with the Municipal Securities Rulemaking Board, the
Municipal Advisory Council of Texas, or on the City's website shall satisfy such requirement.
Section 22. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. (a) The City
shall have the right and power at any time and from time to time and in one or more series or
issues, to authorize, issue and deliver additional parity revenue bonds or other obligations (herein
called "Additional Parity Obligations"), in accordance with law, in any amounts, for purposes of
extending, improving or repairing the System or for the purpose of refunding of any Parity
Obligations, Subordinate Lien Obligations or other obligations of the City incurred in connection
with the ownership or operation of the System. Such Additional Parity Obligations, if and when
authorized, issued and delivered in accordance with this Ordinance, shall be secured by and made
payable equally and ratably on a parity with all other Outstanding Parity Obligations, from the lien
on and pledge of the Pledged Revenues herein granted.
(b) The Interest and Sinking Fund shall secure and be used to pay all Parity Obligations.
Each ordinance under which Additional Parity Obligations are issued shall provide and require
that, in addition to the amounts required by the provisions of this Ordinance and the provisions of
any other ordinance or ordinances authorizing the Previously Issued Parity Obligations and
Additional Parity Obligations to be deposited to the credit of the Interest and Sinking Fund, the
City shall deposit to the credit of the Interest and Sinking Fund at least such amounts as are required
for the payment of all principal of and interest on said Additional Parity Obligations then being
issued, as the same come due.
(c) The City may create and establish a reserve fund pursuant to the provisions of any
ordinance authorizing the issuance of Additional Parity Obligations for the purpose of securing
that particular issue or series of Parity Obligations or any specific group of issues or series of Parity
Obligations and the amounts once deposited or credited to said reserve funds shall no longer
constitute Net Revenues and shall be held solely for the benefit of the Holders of the particular
Parity Obligations for which such reserve fund was established. Each such reserve fund shall be
designated in such manner as is necessary to identify the Parity Obligations it secures and to
distinguish such reserve fund from the Reserve Fund and the reserve funds created for the benefit
of other Parity Obligations.
Section 23. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY
OBLIGATIONS. That Additional Parity Obligations shall be issued only in accordance with this
Ordinance, but notwithstanding any provisions of this Ordinance to the contrary, no installment,
Series or issue of Additional Parity Obligations shall be issued or delivered unless:
(a) The City Manager and the City Secretary of the City sign a written certificate to the
effect that the City is not in default as to any covenant, condition or obligation in connection with
all Outstanding Parity Obligations, and the ordinances authorizing same, and that the Interest and
Sinking Fund, the Reserve Fund and any reserve fund securing any other series or issue of Parity
Obligations each contains the amount then required to be therein.
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(b) An Accountant signs and delivers to the City a written certificate to the effect that,
during either the next preceding Fiscal Year, or any twelve consecutive calendar month period
ending not more than ninety days prior to the date of the then proposed Additional Parity
Obligations, the Net Earnings were, in the opinion thereof, at least equal to the sum of 1.25 times
the Average Annual Debt Service Requirements (computed on a Fiscal Year basis), including
Amortization Installments, of the Parity Obligations and the Additional Parity Obligations to be
outstanding after the issuance of the then proposed Additional Parity Obligations and 1.10 times
the average annual debt service requirement (computed in the same manner as for Parity
Obligations) of the Subordinate Lien Obligations to be outstanding after the issuance of the then
proposed Additional Parity Obligations.
(c) In making a determination of Net Earnings for any of the purposes described in this
Section, the Accountant may take into consideration a change in the rates and charges for services
and facilities afforded by the System that became effective at least 60 days prior to the last day of
the period for which Net Earnings are determined and, for purposes of satisfying the Net Earnings
tests described above, make a pro forma determination of the Net Earnings of the System for the
period of time covered by said Accountant's certification or opinion based on such change in rates
and charges being in effect for the entire period covered by said Accountant's certificate or opinion.
As used in this Section, the term "Net Earnings" shall mean the Gross Revenues of the
System after deducting the Maintenance and Operating Expenses of the System but not
expenditures which, under standard accounting practice, should be charged to capital expenditures.
Section 24. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS. The City hereby
reserves the right to issue, at any time, obligations including, but not limited to, Subordinate Lien
Obligations, payable from and equally and ratably secured, in whole or in part, by a lien on and
pledge of the Net Revenues, subordinate and inferior in rank and dignity to the lien on and pledge
of such Net Revenues securing the payment of the Parity Obligations, as may be authorized by the
laws of the State of Texas.
Section 25. ISSUANCE OF SPECIAL PROJECT OBLIGATIONS. Nothing in this
Ordinance shall be construed to deny the City the right and it shall retain, and hereby reserves unto
itself, the right to issue Special Project obligations secured by liens on and pledges of revenues
and proceeds derived from Special Projects.
Section 26. LIMITED OBLIGATIONS OF THE CITY. The Parity Obligations are
limited, special obligations of the City payable from and equally and ratably secured solely by a
first lien on and pledge of the Pledged Revenues, and the Holders thereof shall never have the right
to demand payment of the principal or interest on the Parity Obligations from any funds raised or
to be raised through taxation by the City.
Section 27. SECURITY FOR FUNDS. All money on deposit in the Funds for which
this Ordinance makes provision (except any portion thereof as may be at any time properly
invested as provided herein) shall be secured in the manner and to the fullest extent required by
GTOWN\USRB\2020: Ordinance 20
the laws of Texas for the security of public funds, and money on deposit in such Funds shall be
used only for the purposes permitted by this Ordinance.
Section 28. DEFAULT AND REMEDIES.
(a) Events of Default. Each of the following occurrences or events for the purpose of this
Ordinance is hereby declared to be an "Event of Default":
(i) the failure to make payment of the principal of or interest on any of the Bond
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights
of the Registered Owner of the Bond, including, but not limited to, its prospect or ability
to be repaid in accordance with this Ordinance, and the continuation thereof for a period of
60 days after notice of such default is given by the Registered Owner to the City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, the
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the Registered Owner under this Ordinance, by mandamus or other suit, action
or special proceeding in equity or at law, in any court of competent jurisdiction, for any
relief permitted by law, including the specific performance of any covenant or agreement
contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation
of any right of the Registered Owner hereunder or any combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of the Registered Owner of the Bond then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other
available remedy or remedies, but each and every such remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or under the Bond or now or
hereafter existing at law or in equity; provided, however, that notwithstanding any other
provision of this Ordinance, the right to accelerate the debt evidenced by the Bond shall
not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
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(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise to
a personal or pecuniary liability or charge against the officers, employees or trustees of the
City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the Registered Owner with
any liability, or be held personally liable to the Registered Owner under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of Default
under this Ordinance.
(v) To the extent permitted by law, the City waives its right to a trial by jury on
any claim or cause of action based upon or arising out of or related to this Ordinance, the
Bond or the transactions contemplated thereby or in any action, proceeding or other
litigation of any type that is brought by the Purchaser. Notwithstanding the foregoing, in
the event the Purchaser is not a party to any such action or proceeding, the foregoing waiver
shall not apply.
Section 29. DEFEASANCE OF BOND_. (a) The Bond and the interest thereon shall be
deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of
this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when
payment of the principal of the Bond, plus interest thereon to the due date or dates (whether such
due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall have
been made or caused to be made in accordance with the terms thereof (including the giving of any
required notice of redemption or the establishment of irrevocable provisions for the giving of such
notice) or (ii) shall have been provided for on or before such due date by irrevocably depositing
with or making available to the Paying Agent/Registrar or an eligible trust company or commercial
bank for such payment (1) lawful money of the United States of America sufficient to make such
payment, (2) Defeasance Securities, certified by an independent public accounting firm of national
reputation to mature as to principal and interest in such amounts and at such times as will ensure
the availability, without reinvestment, of sufficient money to provide for such payment and when
proper arrangements have been made by the City with the Paying Agent/Registrar or an eligible
trust company or commercial bank for the payment of its services until the Defeased Bond shall
have become due and payable or (3) any combination of (1) and (2). At such time as the Bond
shall be deemed to be a Defeased Bond hereunder, as aforesaid, the Bond and the interest thereon
shall no longer be secured by, payable from, or entitled to the benefits of, the Pledged Revenues
herein levied and pledged as provided in this Ordinance, and such principal and interest shall be
payable solely from such money or Defeasance Securities and thereafter the City will have no
further responsibility with respect to amounts available to such Paying Agent/Registrar (or other
financial institution permitted by applicable law) for the payment of such Defeased Bond,
including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or other
financial institution permitted by law) to receive payment when due on the Defeasance Securities.
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(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of the Bond
as aforesaid when proper notice of redemption of the Bond shall have been given or upon the
establishment of irrevocable provisions for the giving of such notice, in accordance with this
Ordinance Any money so deposited with the Paying Agent/Registrar or an eligible trust company
or commercial bank as provided in this Section may at the discretion of the City Council also be
invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set
forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar
or an eligible trust company or commercial bank pursuant to this Section which is not required for
the payment of the Bond and premium, if any, and interest thereon with respect to which such
money has been so deposited, shall be remitted to the City Council.
(c) Notwithstanding any provision of any other Section of this Ordinance which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held in
trust pursuant to the provisions of this Section for the payment of principal of the Bond and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bond and premium, if any, and interest thereon, with respect to which such money or
Defeasance Securities have been so set aside in trust. Until the Defeased Bond shall have become
due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar
for such Defeased Bond the same as if they had not been defeased, and the City shall make proper
arrangements to provide and pay for such services as required by this Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance
Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust
company or commercial bank pursuant to this Section for the payment of the Bond and the Bond
shall not have in fact been actually paid in full, no amendment of the provisions of this Section
shall be made without the consent of the Registered Owner of the Bond.
(e) Notwithstanding the provisions of subsection (a) immediately above, to the extent that,
upon the defeasance of any Defeased Bond to be paid at its maturity, the City retains the right
under Texas law to later call that Defeased Bond for redemption in accordance with the provisions
of this Ordinance, the City may call such Defeased Bond for redemption upon complying with the
provisions of Texas law and upon the satisfaction of the provisions of subsection (a) immediately
above with respect to such Defeased Bond as though it was being defeased at the time of the
exercise of the option to redeem the Defeased Bond and the effect of the redemption is taken into
account in determining the sufficiency of the provisions made for the payment of the Defeased
Bond.
Section 30. DAMAGED. MUTILATED, LOST, STOLEN, OR DESTROYED
BOND. (a) Replacement Bond. In the event any outstanding Bond is damaged, mutilated, lost,
stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered,
a new bond of the same principal amount, maturity and interest rate, as the damaged, mutilated,
lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Re. lacement Bond. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Bond shall be made by the registered owner thereof to the
GTOWN\USRB\2020: Ordinance 23
Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered owner
applying for a replacement bond shall furnish to the City and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the
registered owner shall furnish to the City and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Bond shall have matured, and no default has occurred which is then continuing in
the payment of the principal of, redemption premium, if any, or interest on the Bond, the City may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is
furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bond. Prior to the issuance of any replacement bond,
the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing
and other expenses in connection therewith. Every replacement bond issued pursuant to the
provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall
constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bond duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Bond. In accordance with Subchapter D of Chapter
1201, Texas Government Code, this Section 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 City or any other body or person, and the duty of the replacement of such Bond is hereby
authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall
authenticate and deliver such Bond in the form and manner and with the effect, as provided in
Section 5(a) of this Ordinance for Bond issued in exchange for other Bond.
Section 31. AMENDMENT OF ORDINANCE. (a) The Bond Insurer, if any, and the
Holders of the Parity Obligations aggregating a majority in principal amount of the aggregate
principal amount of then Outstanding Parity Obligations shall have the right from time to time to
approve any amendment to this Ordinance which may be deemed necessary or desirable by the
City, provided, however, that without the consent of the Bond Insurer and the Holders of all of the
effected Parity Obligations at the time outstanding, nothing herein contained shall permit or be
construed to permit the amendment of the terms and conditions in this Ordinance or in the Parity
Obligations so as to:
(1) Make any change in the maturity of the Outstanding Parity Obligations;
(2) Reduce the rate of interest borne by any of the Outstanding Parity Obligations;
GTOWN\USRB\2020: Ordinance 24
(3) Reduce the amount of the principal payable on the Outstanding Parity Obligations;
(4) Modify the terms of payment of principal of or interest on the Outstanding Parity
Obligations or impose any conditions with respect to such payment;
(5) Affect the rights of the Holders of less than all of the Parity Obligations then
Outstanding;
(6) Change the minimum percentage of the principal amount of Parity Obligations
necessary for consent to such amendment.
(b) If at any time the City shall desire to amend this Ordinance under this Section, the City
shall cause notice of the proposed amendment to be delivered to the Bond Insurer and published
in a financial newspaper or journal of general circulation in The City of New York, New York,
once during each calendar week for at least two successive calendar weeks. Such notice shall
briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file
for inspection by all Holders of Parity Obligations at the designated trust office of the registrar for
such Parity Obligations. Such publication is not required, however, if notice in writing is given to
each Holder of the Parity Obligations.
(c) Whenever at any time not less than thirty days, and within one year, from the date of
the first publication of said notice or other service of written notice the City shall receive an
instrument or instruments executed by the Holders of at least a majority in aggregate principal
amount of all Parity Obligations then outstanding, which instrument or instruments shall refer to
the proposed amendment described in said notice and which specifically consent to and approve
such amendment in substantially the form of the copy thereof on file with the Paying
Agent/Registrar, the City Council may pass the amendatory ordinance in substantially the same
form.
(d) Upon the passage of any amendatory ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be amended in accordance with such amendatory
ordinance, and the respective rights, duties and obligations under this Ordinance of the City and
all the Holders of then outstanding Parity Obligations shall thereafter be determined, exercised and
enforced hereunder, subject in all respects to such amendments.
(e) Any consent given by the registered owner of a Parity Obligation pursuant to the
provisions of this Section shall be irrevocable for a period of six months from the date of the first
publication of the notice provided for in this Section, and shall be conclusive and binding upon all
future Holders of the same Parity Obligation during such period. Such consent may be revoked at
any time after six months from the date of the first publication of such notice by the Holder who
gave such consent, or by a successor in title, by filing notice thereof with the Paying Agent and
the City, but such revocation shall not be effective if the Holders of at least a majority in aggregate
principal amount of the then outstanding Parity Obligations as in this Section defined have, prior
to the attempted revocation, consented to and approve the amendment.
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(f) For the purpose of this Section, the fact of the holding of Parity Obligations issued in
registered form without coupons and the amounts and numbers of such Parity Obligations and the
date of their holding same shall be proved by the Security Register of the paying agent/registrar
for such Parity Obligations. For purposes of this Section, the holder of a Parity Obligation in such
registered form shall be the owner thereof as shown on such Security Register. The City may
conclusively assume that such ownership continues until written notice to the contrary is served
upon the City.
(g) The foregoing provisions of this Section notwithstanding, the City by action of the City
Council may amend this Ordinance for any one or more of the following purposes:
(1) To add to the covenants and agreements of the City in this Ordinance contained,
other covenants and agreements thereafter to be observed, grant additional rights or
remedies to bondholders or to surrender, restrict or limit any right or power herein reserved
to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Ordinance, or in
regard to clarifying matters or questions arising under this Ordinance, as are necessary or
desirable and not contrary to or inconsistent with this Ordinance and which shall not
adversely affect the interests of the Holders of the Parity Obligations;
(3) To make any changes or amendments requested by any Rating Agency, as a
condition to the issuance or maintenance of a rating, which changes or amendments do not,
in the judgment of the City, materially adversely affect the interests of the owners of the
outstanding Parity Obligations;
(4) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests of the owners of the outstanding
Parity Obligations, in order, to the extent permitted by law, to facilitate the economic and
practical utilization of credit agreements with respect to the Parity Obligations including,
without limitation, supplementing the definition of "Annual Debt Service Requirements"
to address the amortization of payments due and owing under a credit agreement;
(5) To modify any of the provisions of this Ordinance in any other respect whatever,
provided that (i) such modification shall be, and be expressed to be, effective only after all
Parity Obligations outstanding at the date of the adoption of such modification shall cease
to be outstanding, and (ii) such modification shall be specifically referred to in the text of
all Additional Parity Obligations issued after the date of the adoption of such modification.
Notice of any such amendment may be published or given by the City in the manner described in
subsection (b) of this Section; provided, however, that the publication of such notice shall not
constitute a condition precedent to the adoption of such amendatory ordinance and the failure to
GTOWN\USRB\2020: Ordinance 26
publish such notice shall not adversely affect the implementation of such amendment as adopted
pursuant to such amendatory ordinance.
Section 32. SALE AND DELIVERY OF BOND. The Bond is hereby sold and shall be
delivered to JPMorgan Chase Bank, N.A. (the "Purchaser"), for cash for a price of $14,430,000.00,
pursuant to and in accordance with the terms and provisions of the Purchaser's investment and
commitment letter, which the Mayor and Mayor Pro-Tem of the City are hereby authorized to
execute and deliver and which the City Secretary of the City is hereby authorized to attest. The
Bond shall initially be registered in the name of the Purchaser. It is hereby officially found,
determined, and declared that the terms of this sale are the most advantageous reasonably
obtainable.
To the extent permitted by law, the City will pay or reimburse the Purchaser for all its out-
of-pocket costs and expenses and reasonable attorneys' fees incurred in connection with (i) the
development, preparation and execution of the Bond, (ii) the enforcement or preservation of any
rights under any agreement, any amendment, supplement, or modification thereto, and any other
documents related to the Bond both before and after judgment and (iii) the occurrence of an Event
of Taxability to the extent not included in the Taxable Rate.
Section 33. CUSTODY, APPROVAL AND REGISTRATION OF BOND; BOND
COUNSEL'S OPINION. The Mayor of the City is hereby authorized to have control of the Bond
initially issued and delivered hereunder and all necessary records and proceedings pertaining to
the Bond pending their delivery and their investigation, examination and approval by the Attorney
General of the State of Texas, and their registration by the Comptroller of Public Accounts of the
State of Texas. Upon registration of the 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 attached to such Bond, and the seal of said Comptroller shall be impressed,
or placed in facsimile, on the Bond. The approving legal opinion of the City's Bond Counsel (with
an appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary
or the Deputy City Secretary of the City), but such additions or attachments shall not have any
legal effect, and shall be solely for the convenience and information of the Registered Owner of
the Bond.
Section 34. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be had
for the payment of principal of or interest on any Parity Obligations or for any claim based thereon
or on this Ordinance against any official of the City or any person executing any Parity Obligations.
Section 35. FURTHER ACTIONS. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Bond,
the initial sale and delivery of the Bond and the Paying Agent/Registrar Agreement. In addition,
prior to the initial delivery of the Bond, the Mayor, the City Manager or Assistant City Manager,
the City Attorney and Bond Counsel are hereby authorized and directed to approve any technical
GTO WN\USRB\2020: Ordinance 27
changes or corrections to this Ordinance or to any of the instruments authorized and approved by
this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a
rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bond by
the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Bond shall cease to be
such officer before the delivery of such Bond, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 36. PERFECTION. Chapter 1208, Government Code, applies to the issuance of
the Bond and the pledge of revenues granted by the City under Section 7 of this Ordinance, and
such pledge is therefore valid, effective and perfected. If Texas law is amended at any time while
the Bond is outstanding and unpaid such that the pledge of revenues granted by the City under
Section 7 of this Ordinance is to be subject to the filing requirements of Chapter 9, Business &
Commerce Code, then in order to preserve to the Registered Owner of the Bond the perfection of
the security interest in said pledge, the City agrees to take such measures as it determines are
reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9,
Business & Commerce Code and enable a filing to perfect the security interest in said pledge to
occur.
Section 37. INTERPRETATIONS. All terms defined herein and all pronouns used in
this Ordinance shall be deemed to apply equally to singular and plural and to all genders. The
titles and headings of the articles and sections of this Ordinance have been inserted for convenience
of reference only and are not to be considered a part hereof shall not in any way modify or restrict
any of the terms or provisions hereof. This Ordinance and all the terms and provisions hereof shall
be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the
Bond and the validity of the lien on and pledge of the Pledged Revenues to secure the payment of
the Bond.
Section 38. INCONSISTENT PROVISIONS. All ordinances, orders or resolutions, or
parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby
repealed to the extent of such conflict and the provisions of this Ordinance shall be and remain
controlling as to the matters contained herein.
Section 39. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied
is intended or shall be construed to confer upon, or to give to, any person or entity, other than the
City and the Registered Owner of the Bond, any right, remedy or claim under or by reason of this
Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in this Ordinance contained by and on behalf of the City shall be for the
sole and exclusive benefit of the City and the Registered Owner of the Bond.
Section 40. INCORPORATION OF RECITALS. The City hereby finds that the
statements set forth in the recitals of this Ordinance are true and correct, and the City hereby
incorporates such recitals as a part of this Ordinance.
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Section 41. SEVERABiL1TY. The provisions of this Ordinance are severable; and in
case any one or more of the provisions of this Ordinance or the application thereof to any person
or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or
circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of
any such invalid provision to persons or circumstances other than those as to which it is held
invalid shall not be affected thereby.
Section 42. EFFECTIVE DATE. This Ordinance shall become effect immediately from
and after its passage on first and final reading in accordance with Section 1201.028, Texas
Government Code, as amended.
Section 43. PAYMENT OF ATTORNEY GENERAL FEE. The City hereby authorizes
the disbursement of a fee equal to the lesser of (i) one -tenth of one percent of the principal amount
of the Bond or (ii) $9,500, provided that such fee shall not be less than $750, to the Attorney
General of Texas Public Finance Division for payment of the examination fee charged by the State
of Texas for the Attorney General's review and approval of public securities and credit agreements,
as required by Section 1202.004 of the Texas Government Code. The appropriate member of the
City's staff is hereby instructed to take the necessary measures to make this payment. The City is
also authorized to reimburse the appropriate City funds for such payment from proceeds of the
Bond.
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IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 28th day of April, 2020.
THE CITY OF GEORGETOWN:
Dale Ross, Mayor
City of Georgetown, Texas
ATTEST:
1 I
Robyn Dens ore, City Secretary
APPROV 5 TO FORM:
7
Charlie McNabb, City Attorney
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EXHIBIT A
As used in this Ordinance, the following terms and expressions shall have the meanings set
forth below, unless the text hereof specifically indicates otherwise:
"Accountant" means an independent certified public accountant or accountants or a firm of
an independent certified public accountants, in either case, with demonstrated expertise and
competence in public accountancy.
"Additional Parity Obligations" means bonds, notes, warrants, certificates of obligation,
contractual obligations or other Debt which the City reserves the right to issue or enter into, as the
case may be, in the future under the terms and conditions provided in Sections 22 and 23 of this
Ordinance and which obligations are equally and ratably secured solely by a first lien on and pledge
of the Pledged Revenues on a parity with the outstanding Parity Obligations and the Bond.
"Amortization Installment" means, with respect to any Term Bonds of any series of Parity
Obligations, the amount of money which is required to be deposited into a mandatory redemption
account for retirement of such Term Bonds (whether at maturity or by mandatory redemption and
including redemption premium, if any) provided that the total Amortization Installments for such
Term Bonds shall be sufficient to provide for retirement of the aggregate principal amount of such
Term Bonds.
"Annual Debt Service Requirements" means, as of the date of calculation, the principal of
and interest on all Parity Obligations coming due at Maturity or Stated Maturity (or that could
come due on demand of the owner thereof other than by acceleration or other demand conditioned
upon default by the City on such Debt, or be payable in respect of any required purchase of such
Debt by the City) in such Fiscal Year, and, for such purposes, any one or more of the following
rules shall apply at the election of the City:
(1) Balloon Debt. If the principal (including the accretion of interest resulting from
original issue discount or compounding of interest) of any series or issue of Funded Debt
due (or payable in respect of any required purchase of such Funded Debt by the City) in
any Fiscal Year either is equal to at least 25% of the total principal (including the accretion
of interest resulting from original issue discount or compounding of interest) of such
Funded Debt or exceeds by more than 50% the greatest amount of principal of such series
or issue of Funded Debt due in any preceding or succeeding Fiscal Year (such principal
due in such Fiscal Year for such series or issue of Funded Debt being referred to herein
and throughout this Ordinance as 'Balloon Debt"), the amount of principal of such Balloon
Debt taken into account during any Fiscal Year shall be equal to the debt service calculated
using the original principal amount of such Balloon Debt amortized over the Term of Issue
on a level debt service basis at an assumed interest rate equal to the rate borne by such
Balloon Debt on the date of calculation;
(2) Consent Sinking Fund. In the case of Balloon Debt, if a Designated Financial
Officer shall deliver to the City a certificate providing for the retirement of (and the
GTO"\USRB\2020: Ordinance A-1
instrument creating such Balloon Debt shall permit the retirement of), or for the
accumulation of a sinking fund for (and the instrument creating such Balloon Debt shall
permit the accumulation of a sinking fund for), such Balloon Debt according to a fixed
schedule stated in such certificate ending on or before the Fiscal Year in which such
principal (and premium, if any) is due, then the principal of (and, in the case of retirement,
or to the extent provided for by the sinking fund accumulation, the premium, if any, and
interest and other debt service charges on) such Balloon Debt shall be computed as if the
same were due in accordance with such schedule, provided that this clause (2) shall apply
only to Balloon Debt for which the installments previously scheduled have been paid or
deposited to the sinking fund established with respect to such Debt on or before the times
required by such schedule; and provided further that this clause (2) shall not apply where
the City has elected to apply the rule set forth in clause (1) above;
(3) Prepaid _Deb t. Principal of and interest on Bond and Additional Parity Obligations,
or portions thereof, shall not be included in the computation of the Annual Debt Service
Requirements for any Fiscal Year for which such principal or interest are payable from
funds on deposit or set aside in trust for the payment thereof at the time of such calculations
(including without limitation capitalized interest and accrued interest so deposited or set
aside in trust) with a financial institution acting as fiduciary with respect to the payment of
such Debt; and
(4) Variable Rate. As to any Parity Obligations that bear interest at a variable interest
rate which cannot be ascertained at the time of calculation of the Annual Debt Service
Requirement then, at the option of the City, either (A) an interest rate equal to the average
rate borne by such Parity Obligations (or by comparable debt in the event that such Parity
Obligations has not been outstanding during the preceding 24 months) for any 24 month
period ending within 30 days prior to the date of calculation, or (B) an interest rate equal
to the 30-year Revenue Bond Index (as most recently published in the Bond Buyer}, shall
be presumed to apply for all future dates, unless such index is no longer published in the
Bond Buyer, in which case an index of revenue bonds with maturities of at least 20 years
which is published in a financial newspaper or journal with national circulation may be
used for this purpose (if two Series of Parity Obligations which bear interest at variable
interest rate, or one or more maturities within a Series, of equal par amounts, are issued
simultaneously with inverse floating interest rates providing a composite fixed interest rate
for such Parity Obligations taken as a whole, such composite fixed rate shall be used in
determining the Annual Debt Service Requirement with respect to such Parity
Obligations);
With respect to any calculation of historic data, only those payments actually made in the subject
period shall be taken into account in making such calculation and, with respect to prospective
calculations, only those payments reasonably expected to be made in the subject period shall be
taken into account in making the calculation.
"Average Annual Debt Service Requirements" means that average amount which, at the
time of computation, will be required to pay the Annual Debt Service Requirements when due
GTOWN\USRB\2020: Ordinance A-2
(either at Stated Maturity or mandatory redemption) and derived by dividing the total of such
Annual Debt Service Requirements by the number of Fiscal Years then remaining before Stated
Maturity of such Parity Obligations. For the purposes of this definition, a fractional period of a
Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided from
bond proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded in
making such computation.
"Bond Insurer" means any entity that insures or guarantees the payment of principal and
interest on the Bond or the provider of a Reserve Fund Obligation.
"Bond" means, the City of Georgetown, Texas Utility System Revenue Bond, Series 2020
authorized by this Ordinance.
"City" means the City of Georgetown, Texas, and where appropriate, the City Council.
"City Council" means the governing body of the City.
"Debt" and 'Debt of the City payable from Pledged Revenues" mean:
(1) all indebtedness payable from Pledged Revenues and/or Net Revenues incurred or
assumed by the City for borrowed money and all other financing obligations of the System
payable from Pledged Revenues and/or Net Revenues that, in accordance with generally
accepted accounting principles, are shown on the liability side of a balance sheet; and
(2) all other indebtedness payable from Pledged Revenues and/or Net Revenues (other
than indebtedness otherwise treated as Debt hereunder) for borrowed money or for the
acquisition, construction or improvement of property or capitalized lease obligations
pertaining to the System that is guaranteed, directly or indirectly, in any manner by the
City, or that is in effect guaranteed, directly or indirectly, by the City through an agreement,
contingent or otherwise, to purchase any such indebtedness or to advance or supply funds
for the payment or purchase of any such indebtedness or to purchase property or services
primarily for the purpose of enabling the debtor or seller to make payment of such
indebtedness, or to assure the owner of the indebtedness against loss, or to supply funds to
or in any other manner invest in the debtor (including any agreement to pay for property
or services irrespective of whether or not such property is delivered or such services are
rendered), or otherwise.
For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior
to the Maturity thereof, there shall have been deposited with the proper depository (a) in trust the
necessary funds (or investments that will provide sufficient funds, if permitted by the instrument
creating such Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of
such Debt deposited for cancellation; and thereafter it shall not be considered Debt. No item shall
be considered Debt unless such item constitutes indebtedness under generally accepted accounting
principles applied on a basis consistent with the financial statements of the System in prior Fiscal
Years.
OT0WN\USRB\2020: Ordinance A-3
"Defeasance Securities" means (i) Federal Securities, (ii) noncallable obligations of an
agency or instrumentality of the United States of America, including obligations that are
unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the
City Council adopts or approves proceedings authorizing the issuance of refunding obligations or
otherwise provide for the funding of an escrow to effect the defeasance of the Bond are rated as to
investment quality by a nationally recognized investment rating firm not less than "AAA" or its
equivalent (iii) noncallable obligations of a state or an agency or a county, municipality, or other
political subdivision of a state that have been refunded and that, on the date the City Council adopts
or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the
funding of an escrow to effect the defeasance of the Bond, are rated as to investment quality by a
nationally recognized investment rating firm no less than "AAA" or its equivalent and (iv) any
other then authorized securities or obligations under applicable State law that may be used to
defease obligations such as the Bond.
"Depository" means one or more official depository banks of the City.
"Designated Financial Officer" means the chief financial officer of the City, or such other
financial or accounting official of the City so designated by the City Council.
"Federal Securities" as used herein means direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States
of America.
"Fiscal Year" means the twelve-month accounting period used by the City in connection
with the operation of the System, currently ending on September 30 of each year, which may be
any twelve consecutive month period established by the City, but in no event may the Fiscal Year
be changed more than one time in any three calendar year period.
"Funded Debt" means all Parity Obligations created or assumed by the City that mature by
their terms (in the absence of the exercise of any earlier right of demand), or that are renewable at
the option of the City to a date, more than one year after the original creation or assumption of
such Debt by the City.
"Gross Revenues" and "Gross Revenues of the City's System" mean all revenues, income
and receipts of every nature derived or received by the City from the operation and ownership of
the System; including the interest income from investment or deposit of money in any Fund created
by this Ordinance or maintained by the City in connection with the System; and any other revenues
hereafter pledged to the payment of all Parity Obligations.
"Holder" or "Holders" means the registered owner, whose name appears in the Security
Register, for any Parity Obligation.
"Independent Engineer" means an individual, firm or corporation engaged in the
engineering profession, being a registered professional engineer under the laws of the State of
GT0WN\USRB\2020: Ordinance A-4
Texas, having specific experience with respect to electric, water, wastewater, reuse water and/or
stormwater drainage systems similar to the System.
"Interest and Sinking Fund" means the special Fund maintained by the provisions of
Sections 8 and 11 of this Ordinance.
"Maintenance and Operating Expenses" means the reasonable and necessary expenses of
operation and maintenance of the System as required by Section 1502.058, Texas Government
Code, as amended, including all salaries, labor, materials, repairs and extensions necessary to
render efficient service (but only such repairs and extensions as, in the judgment of the governing
body of the City, are necessary to keep the System in operation and render adequate service to the
City and the inhabitants thereof, or such as might be necessary to meet some physical accident or
conditions which would otherwise impair the Parity Obligations), and all payments under contracts
now or hereafter defined as operating expenses by the Legislature of Texas. Depreciation shall
never be considered as a Maintenance and Operating Expense. The definition includes a two -
month reserve amount, as provided under Section 10 of this Ordinance.
"Maturity" means, when used with respect to any Debt, the date on which the principal of
such Debt or any installment thereof becomes due and payable as therein provided, whether at the
Stated Maturity thereof or by declaration of acceleration, call for redemption, or otherwise.
"Maximum Annual Debt Service Requirements " means the greatest requirements of Annual
Debt Service Requirements (taking into account all mandatory principal redemption requirements)
scheduled to occur in any future Fiscal Year or in the then current Fiscal Year for the particular
obligations for which such calculation is made. Capitalized interest payments provided from Debt
proceeds, accrued interest on any Debt, and interest earnings thereon shall be excluded in making
such computation.
"Net Revenues" and "Net Revenues of the City's System" mean all Gross Revenues
remaining after deducting the Maintenance and Operating Expenses.
"Ordinance" means this ordinance finally adopted by the City Council on April 28, 2020.
"Outstanding", when used with respect to Parity Obligations, means, as of the date of
determination, all Parity Obligations theretofore delivered under this Ordinance and any ordinance
authorizing Additional Parity Obligations, except:
(1) Parity Obligations theretofore cancelled and delivered to the City or delivered to
the Paying Agent/Registrar for cancellation;
(2) Parity Obligations deemed paid pursuant to the provisions of Section 29 of this
Ordinance or any comparable section of any ordinance authorizing Additional Parity
Obligations;
GTOWN\USRB\2020: Ordinancc A-5
(3) Parity Obligations upon transfer of or in exchange for and in lieu of which other
Parity Obligations have been authenticated and delivered pursuant to this Ordinance and
any ordinance authorizing Additional Parity Obligations; and
(4) Parity Obligations under which the obligations of the City have been released,
discharged or extinguished in accordance with the terms thereof.
"Paying Agent/Registrar" shall have the meaning set forth in Section 5(a) hereof,
"Parity Obligations" means the Bond, the Previously Issued Parity Obligations and any
Additional Parity Obligations hereafter issued by the City or obligations issued to refund any of
the foregoing (as determined within the sole discretion of the City Council in accordance with
applicable law) if issued in a manner that provides that the refunding bonds are payable from and
equally and ratably secured by a first lien on and pledge of the Pledged Revenues.
"Permitted Investments" means any security or obligation or combination thereof permitted
under the Public Funds Investments Act, Chapter 2256, Texas Government Code, as amended or
other applicable law.
"Pledged Revenues" means (1) the Net Revenues, plus (2) any additional revenues, income,
receipts, or other resources, including, without limitation, any grants, donations or income received
or to be received from the United States Government, or any other public or private source, whether
pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of
the Parity Obligations, and excluding those revenues excluded from Gross Revenues.
"Previously Issued Parity Obligations" means the Outstanding Parity Obligations of the
City entitled "City of Georgetown, Texas Utility System Revenue Bonds, Series 2010," "City of
Georgetown, Texas Utility System Revenue Refunding Bonds, Series 2012," "City of Georgetown,
Texas Utility System Revenue Bonds, Series 2014," "City of Georgetown, Texas Utility System
Revenue Refunding Bonds, Series 2014," "City of Georgetown, Texas Utility System Revenue
Bonds, Series 2014A", "City of Georgetown, Texas Utility System Revenue Bonds, Series 2015",
"City of Georgetown, Texas Utility System Revenue Bonds, Series 2016", "City of Georgetown,
Texas Utility System Revenue Refunding Bonds, Series 2016," "City of Georgetown, Texas Utility
System Revenue and Refunding Bonds, Series 2017" and "City of Georgetown, Texas Utility
System Revenue Bonds, Series 2018".
"Prudent Utility Practice" means any of the practices, methods and acts, in the exercise of
reasonable judgment, in the light of the facts, including but not limited to the practices, methods
and acts engaged in or previously approved by a significant portion of the public utility industry,
known at the time the decision was made, that would have been expected to accomplish the desired
result at the lowest reasonable cost consistent with reliability, safety and expedition. It is
recognized that Prudent Utility Practice is not intended to be limited to the optimum practice,
method or act to the exclusion of all others, but rather is a spectrum of possible practices, methods
or acts which could have been expected to accomplish the desired result at the lowest reasonable
cost consistent with reliability, safety and expedition. In the case of any facility included in the
OTO WN\USRB\2020: Ordinance A-6
System which is operated in common with one or more other entities, the term Prudent Utility
Practice, as applied to such facility, shall have the meaning set forth in the agreement governing
the operation of such facility.
"Rating Agency" means any nationally recognized securities rating agency which has
assigned, at the request of the City, a rating to the Parity Obligations.
"Record Date" means Record Date as defined in the Form of Bond in Exhibit "B" to this
Ordinance.
"Required Reserve Amount" means the amount required to be maintained in the Reserve
Fund pursuant to the provisions of Section 12 of this Ordinance.
"Required Reserve Fund Deposits" means the deposits and credits, if any, required to be
made to the Reserve Fund pursuant to the provisions of Section 12 of this Ordinance.
"Reserve Fund" means the special fund created, established and maintained by the
provisions of Section 12 of this Ordinance.
"Reserve Fund Obligation" means, to the extent permitted by law, as evidenced by an
opinion of nationally recognized bond counsel, a surety bond or insurance policy deposited in the
Reserve Fund to satisfy the Required Reserve Amount whereby the City is obligated to provide
funds up to and including the maximum amount and under the conditions specified in such
agreement or instrument.
"Reserve Fund Obligation Payment" means any subrogation payment the City is obligated
to make from Pledged Revenues deposited in the Reserve Fund with respect to a Reserve Fund
Obligation.
"Security Register" means the books or records for the registration of the transfer and
exchange of any Parity Obligations.
"Special Project" means, to the extent permitted by law, any electric, waterworks, sanitary
sewer, wastewater reuse or municipal drainage system property, improvement or facility declared
by the City not to be part of the System, for which the costs of acquisition, construction and
installation are paid from proceeds of a financing transaction other than the issuance of Bond
payable from ad valorem taxes, Pledged Revenues or Net Revenues and for which all maintenance
and operation expenses are payable from sources other than ad valorem taxes, Pledged Revenues
or Net Revenues, but only to the extent that and for so long as all or any part of the revenues or
proceeds of which are or will be pledged to secure the payment or repayment of such costs of
acquisition, construction and installation under such financing transaction.
"Stated Maturity" means the annual principal payments of the Parity Obligations payable
on the respective dates set forth in the ordinances which authorized the issuance of such Parity
Obligations.
GTOWN\USRB\2020: Ordinance A-%
"Subordinate Lien Obligations" means (i) any Bond, notes, warrants, certificates of
obligation, contractual obligations or other Debt issued by the City that are payable, in whole or
in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues, such
pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that are or will
be pledged to the payment of any Parity Obligations issued by the City, and (ii) obligations
hereafter issued to refund any of the foregoing if issued in a manner that provides that the refunding
bonds are payable from and equally and ratably secured, in whole or in part, by a lien on and
pledge of the Net Revenues on a parity with the Subordinate Lien Obligations.
"System" means as currently comprised, the City's combined electric, waterworks and
sewer system, which includes all properties, facilities, plants, improvements, equipment, interests
and rights currently owned, operated and maintained by the City for the (i) generation,
transmission, distribution or sale of electric power and energy, (ii) supply, treatment, and
transmission and distribution of treated potable water and (iii) collection and treatment of
wastewater, and for water reuse, together with all future extensions, improvements, purchases,
repairs, replacements and additions thereto, whether situated within or without the limits of the
City, and all water (in any form) owned by the City; provided, however, that the City expressly
retains the right to (i) sale or disaggregate the System as set forth in Section 18 of this Ordinance
and (ii) incorporate any other utility system as provided by the laws of the State of Texas as a part
of the System. The System shall not include any Special Project or any disaggregated part of the
System as provided in Section 18 of this Ordinance.
"Term Bonds" means those Parity Obligations so designated in the ordinances authorizing
such bond which shall be subject to retirement by operation of a mandatory redemption account.
"Term of Issue" means with respect to any Balloon Debt, a period of time equal to the
greater of (i) the period of time commencing on the date of issuance of such Balloon Debt and
ending on the final maturity date of such Balloon Debt or (ii) twenty-five years.
GTO WN\USRB\2020: Ordinance A-8
EXHIBIT B
FORM OF BOND
NO. R- UNITED STATES OF AMERICA
STATE OF TEXAS
CITY OF GEORGETOWN, TEXAS
UTILITY SYSTEM REVENUE BOND, SERIES 2020
DATE OF DELIVERY: MAY 21, 2020
PRINCIPAL
AMOUNT
$14,430,000
REGISTERED OWNER: JPMORGAN CHASE BANK, N.A.
PRINCIPAL AMOUNT: FOURTEEN MILLION FOUR HUNDRED THIRTY
THOUSAND DOLLARS
INTEREST RATE: 1.95%
MATURITY DATE: AUGUST 15, 2035
THE CITY OF GEORGETOWN, TEXAS in Williamson County, Texas (the "City"),
being a political subdivision of the State of Texas, for value received, promises to pay, from the
sources described herein, to the registered owner specified above, or registered assigns, the
principal amount specified above, and to pay interest thereon, from the Date of Delivery set forth
above (calculated on the basis of a 360-day year of twelve 30-day months), on the balance of said
principal amount from time to time remaining unpaid, at the rate per annum set forth above;
provided, however, that if an "Event of Default" (as defined in the Bond Ordinance) occurs, the
rate of interest on this Bond shall be 8.00% from the date of such occurrence until such default has
been cured; and provided further that if an "Event of Taxability" (as defined in the Bond
Ordinance) occurs, the rate of interest on this Bond shall be the Taxable Rate (as defined in the
Bond Ordinance) during the period for which interest on this Bond is included in the gross income
of the Registered Owner. In no event, however, may the rate of interest on this Bond exceed the
maximum rate permitted by Chapter 1204, Texas Government Code, as amended. The principal
of this Bond shall be paid in installments on each August 15 in the years and in the amounts set
forth in the table below:
Principal
Principal
Payment Date
Installment
Payment Date
Installment
2021
$775,000
2029
$980,000
2022
860,000
'2030
1,000,000
2023
875,000
2031
1,020,000
2024
890,000
2032
1,040,000
OTOWN\USRB\2020: Ordinance
C-1
2025
910,000 2033 1,060,000
2026
925,000 2034 1,080,000
2027
945,000 2035 1,105,000
2028
965,000
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 City shall pay interest
on this Bond (calculated on the basis of a 360-day year of twelve 30-day months) on February 15,
2021 and on each August 15 and February 15 thereafter to the date of maturity or redemption prior
to maturity. The last principal installment 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 corporate trust or other office of The Bank of New York Mellon Trust
Company, National Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this
Bond. The payment of all other principal installments of and interest on this Bond shall be made
by the Paying Agent/Registrar to the registered owner hereof on each principal and interest
payment date by check or draft, dated as of such principal and interest payment date, drawn by the
Paying Agent/Registrar on, and payable solely from, funds of the City required by the ordinance
authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check 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 its address as it appeared on the last business day
of the month next preceding each such date (the "Record Date") on the Registration Books kept
by the Paying Agent/Registrar, as hereinafter described. In addition, principal and interest may be
paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk
and expense of, the registered owner.
ANY ACCRUED INTEREST due in connection with the payment of the final installment
of principal of this Bond shall be paid to the registered owner upon presentation and surrender of
this Bond for payment or redemption at the designated corporate trust or other office of the Paying
Agent/Registrar. The City covenants with the registered owner of this Bond that on or before each
principal payment date, interest payment date, and accrued interest payment date for this Bond it
will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created
by the Bond Ordinance, the amounts required to provide for the payment, in immediately available
funds, of all principal of and interest on this Bond, when due.
IF THE DATE FOR THE PAYMENT of this Bond shall be a Saturday, Sunday, a legal
holiday, or a day on which banking institutions in the City where the designated corporate trust or
other office of 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 BOND is dated May 21, 2020 and is authorized in accordance with the Constitution
and laws of the State of Texas in the principal amount of $14,430,000,000 for the purpose of (i)
extending and improving the City's System and (ii) paying the costs of issuing the Bond.
GTOWN\USRB\2020: Ordinance C-2
THE UNPAID SCHEDULED PRINCIPAL INSTALLMENTS of this Bond are NOT
subject to redemption prior to maturity of the Bond.
THE PAYING AGENT/REGISTRAR shall record in the Register all payments of
principal installments on the Bond when made on their respective due dates.
THIS BOND IS issuable solely as a single fully registered Bond, without interest coupons.
As provided in the Bond Ordinance, this Bond may, at the request of the registered owner or the
assignee hereof, be assigned and transferred for a like aggregate principal amount Bond, without
interest coupons, payable to the appropriate registered owner or assignee, as the case may be,
having the same denomination, upon surrender of this Bond to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance.
Among other requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with the proper instruments of assignment, in
form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing
assignment of this Bond to the assignee this Bond is to be registered. The form of Assignment
printed or endorsed on this Bond may be executed by the registered owner to evidence the
assignment hereof, but such method is not exclusive, and other instruments of assignment
satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond
from time to time by the registered owner. In the case of the assignment and transfer of this Bond,
the reasonable standard or customary fees and charges of the Paying Agent/Registrar will be paid
by the City. In any circumstance, any taxes or governmental charges required to be paid with
respect thereto shall be paid by the one requesting such assignment and transfer, as a condition
precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to
make any such transfer 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.
IN THE EVENT any Paying Agent/Registrar for this Bond is changed by the City, resigns,
or otherwise ceases to act as such, the City has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and cause written notice thereof
to be mailed to the registered owner of the Bond.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly
authorized, issued and delivered; that all acts, conditions and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance and delivery of this
Bond have been performed, existed and been done in accordance with law; that this Bond is a
special obligation of the City, and that the interest on and principal of this Bond, together with the
Previously Issued Parity Obligations and all other outstanding "Parity Obligations" (as defined in
the Bond Ordinance), as such interest comes due, and as such principal matures, are payable from
and secured by a lien on and pledge of the "Pledged Revenues" of the "System" (which is generally
described as the City's combined electric, waterworks and sewer system), all as provided in the
Bond Ordinance.
GTOWMUSRB 2020: Ordinance C-3
THE CITY also has reserved the right, subject to restrictions stated in the Bond Ordinance,
to issue Additional Parity Obligations which also may be made payable from and equally and
ratably secured by a first lien on and pledge of, the Pledged Revenues of the System in the same
manner and to the same extent as this Bond.
THE CITY also has reserved the right, subject to restrictions stated in the Bond Ordinance
to issue Subordinate Lien Obligations payable from and equally and ratably secured, in whole or
in part, by a lien on and pledge of the Net Revenues (as defined in the Bond Ordinance),
subordinate and inferior in rank and dignity to the lien on and pledge of such Net Revenues
securing payment of the Bond, the Previously Issued Parity Obligations or any Additional Parity
Obligations.
THE OWNER HEREOF shall never have the right to demand payment of this Bond out
of any funds raised or to be raised by taxation.
THE CITY ALSO HAS RESERVED THE RIGHT to amend the Bond Ordinance as
provided therein, and under some (but not all) circumstances amendments thereto must be
approved by the Registered Owner of the Bond.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the City, and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the City.
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Secretary of the City, and has caused the official seal of the City to be duly
impressed, or placed in facsimile, on this Bond.
City Secretary
(SEAL)
Mayor
[FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE]
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
GTO WN\USRB\2020: Ordinance C-4
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a Bond that originally was approved by the Attorney General
of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated:
The Bank of New York Mellon Trust
Company, National Association, Dallas,
Texas
Paying Agent/Registrar
am
Authorized Representative
[FORM OF ASSIGNMENT]
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or typewrite name and address, including zip code, of Transferee.)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney, to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed NOTICE: The signature above must
by an eligible guarantor institution correspond with the name of the registered
GTOWN\USRB\2020: Ordinance C-5
participating in a securities transfer owner as it appears upon the front of this
association recognized signature guarantee Bond in every particular, without alteration or
program. enlargement or any change whatsoever.
[FORM OF REGISTRATION CERTIFICATE
OF THE COMPTROLLER OF PUBLIC ACCOUNTS]
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
GTOWN\USRB\2020: Ordinance C-6
GENERAL AND NO -LITIGATION CERTIFICATE
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
We, the undersigned officers of the City, hereby certify as follows:
GENERAL
1. This certificate is executed for and on behalf of the City, for the benefit of the
Attorney General of the State of Texas and for the benefit of the Purchaser in connection with the
issuance of the Bond. The words and terms used herein shall have the meanings whenever they
are used given in Exhibit "A" attached hereto.
2. Any certificate signed by an official of the City delivered to the Purchaser or the
Attorney General of the State of Texas shall be deemed a representation and warranty by the City
as to the statement made therein. The Public Finance Division of the Office of the Attorney
General of the State of Texas is hereby authorized to date this certificate as of the date of approval
of the Bond and is entitled to rely upon the accuracy of the information contained herein unless
notified by telephone or fax to the contrary. The Comptroller of Public Accounts is further
authorized to register the Bond upon receipt of the Attorney General approval. After registration,
the Bond, opinions and registration papers shall be delivered to Richard S. Donoghue at McCall,
Parkhurst & Horton L.L.P.
MATTERS RELATING TO THE CITY
3. The City is a duly incorporated home rule city, operating and existing under the
Texas Constitution and laws of the State of Texas, including its home rule charter which has not
been amended since the issuance of the most recent securities of the City approved by the Attorney
General of Texas.
4. No litigation of any nature has been filed or is now pending to restrain or enjoin the
issuance or delivery of the Bond, or which would affect the provision made for their payment or
security, or in any manner questioning the proceedings or authority concerning the issuance of the
Bond, and that so far as we know and believe no such litigation is threatened.
5. Neither the corporate existence nor boundaries of the City are being contested, no
litigation has been filed or is now pending which would affect the authority of the officers of the
City to issue, execute, sign and deliver the Bond, and no authority or proceedings for the issuance
of the Bond have been repealed, revoked or rescinded.
6. We officially executed and signed the Bond with our manual signatures or by
causing facsimiles of our manual signatures to be imprinted or copied on the Bond, and, if
appropriate, we hereby adopt such facsimile signatures as our own, respectively, and declare that
such facsimile signatures constitute our signatures the same as if we had manually signed the Bond.
7. The Bond is substantially in the form, and has been duly executed and signed in the
manner, prescribed in the Ordinance.
8. At the time we so executed and signed the Bond we were, and at the time of
executing this Bond we are, the duly chosen, qualified and acting officers indicated therein, and
authorized to execute the same.
9. We have caused the official seal of the City to be impressed, or printed, or copied
on the Bond and such seal on the Bond has been duly adopted as, and is hereby declared to be, the
official seal of the City.
10. The City is not in default as to any covenant, condition or obligation in connection
with all outstanding Parity Obligations and the ordinances authorizing the same, and the Interest
and Sinking Fund, the Reserve Fund and any reserve fund securing any other series or issuance of
Parity Obligations each contain the amount required to be on deposit therein.
11. The currently outstanding Parity Obligations, including the proposed Bond, are set
forth in Exhibit "B" hereto.
12. A true and correct schedule showing the annual debt service requirements of all
outstanding Parity Obligations, including the proposed Bond, is set forth in Exhibit "C" hereto.
13. A true, full and correct copy of the City's electric, waterworks and sewer rate
charges are attached hereto as Exhibit "D".
14. A true, full and correct schedule of the income and expenses of the System for the
past three years is attached hereto as Exhibit "E".
15. The City has received all required disclosure filing under Section 2252.908 of the
Texas Government Code in connection with the authorization and issuance of the Bond and will
acknowledge receipt of such filings with the Texas Ethics Commission ("TEC") in accordance
with TEC's rules.
16. The City verifies that, pursuant to Section 2271.002 of the Texas Government
Code, that all contracts with a company (as such term is defined in Section 808.001 of the Texas
Government Code) within the transcript of proceedings for the Bond, includes a written
verification that such company (1) does not "Boycott Israel" (as such term is defined in Section
808.001 of the Texas Government Code) and (2) will not Boycott Israel during the term of the
such respective contract.
17. With respect to the contracts contained within the transcript of proceedings that are
subject to Section 2252.152, Texas Government Code, the City has verified, as of the date of
execution, none of the counter parties to those contracts are listed as scrutinized companies with
2
business operations in Sudan or Iran or that engage in scrutinized business operations with foreign
terrorist organizations, or are companies known to have contracts with or provide supplies or
services to a "foreign terrorist organization" or "designated foreign terrorist organization" on the
lists prepared and maintained pursuant to Texas Government Code Sections 2270.0201 or
2252.153.
18. The Bond has not be rated by any rating agency. The Bond is not being issued in
the book -entry -only form and the book -entry -only system of The Depository Trust Company of
New York is not being utilized with respect to the Bond. The Bond does not contain a CUSIP
number and has not been marketed pursuant to any official statement, offering memorandum or
any other disclosure documentation
19. To our best knowledge and belief. (i) the representations and warranties of the City
contained in the Investment Letter are true and correct in all material respects on and as of the date
hereof as if made on the date hereof; (ii) no litigation or proceeding against the City is pending or,
to the best of our knowledge, threatened in any court or administrative body, nor is there a basis
for litigation which would (a) contest the right of the council members, officers, or officials of the
City to hold and exercise their respective positions, (b) contest the due organization and valid
existence of the City, (c) contest the validity, due authorization and execution of the Bond, the
Ordinance or the Investment Letter or (d) attempt to limit, enjoin or otherwise restrict or prevent
the City from functioning and collecting revenues, including payments on the Bond, pursuant to
the Ordinance, and other income or the levy or collection of the revenues, including payments on
the Bond, pledged or to be pledged to pay the principal of and interest on the Bond, or the pledge
thereof; (iii) all official actions of the City relating to the Bond, the Ordinance and the Investment
Letter have been duly taken by the City, are in full force and effect and have not been modified,
amended, supplemented or repealed; and (iv) there has not been any material adverse change in
the financial condition of the City since September 30, 2019, the latest date as of which audited
financial information is available.
[The Remainder of This Page is Intentionally Left Blank]
3
SIGNED this
EIV-1A416-
I
City Manager
4t"'& (14.1
Mayor
NOTARY ACKNOWLEDGMENT
Before me, on this day personally appeared the foregoing individuals, known to me to be
the officers whose true and genuine signatures were subscribed to the foregoing instrument in my
presence.
Given under my hand and seal of office this �/
, KAREN E FROST
y� ..... b
?i: �£, a NOTARY PUBLIGSTATE OF TE]LAS
COMM. EXP. 05-24-2020
0 NOTARY ID 1053608-4 Notary Public
�errrn»P
(Notary Seal)
EXHIBIT A
DEFINITIONS
Bond - City of Georgetown Texas Utility System Revenue Bond, Series
2020 dated May 21, 2020 in the aggregate principal amount of
$14,430,000.
City - City of Georgetown, Texas.
Investment Letter - The Investment Letter between the City and the Purchaser, dated
April 28, 2020 relating to the Bond.
Ordinance - Ordinance Authorizing City of Georgetown, Texas Utility System
Revenue Bond, Series 2020; Pledging Certain Revenues in Support
of the Bond; Awarding the Sale of the Bond; and Authorizing Other
Matters Related to the Issuance of the Bond.
Parity Obligations - The Bond, the Previously Issued Parity Obligations and any
Additional Parity Obligations hereafter issued by the City or
obligations issued to refund any of the foregoing as further defined
and described in the Ordinance.
Purchaser - JPMorgan Chase Bank, N.A.
System - The City's combined electric, waterworks and sewer system.
&W
Georgetown\USRB\2020: GenNoUtCert
EXHIBIT B
CURRENTLY OUTSTANDING PARITY OBLIGATIONS
Utility System Revenue Bonds, Series 2010
$6,560,000
Utility System Revenue Refunding Bonds, Series 2012
3,075,000
Utility System Revenue Bonds, Series 2014
10,845,000
Utility System Revenue Refunding Bonds, Series 2014
7,595,000
Utility System Revenue Bonds, Series 2014A
4,080,000
Utility System Revenue Bonds, Series 2015
9,370,000
Utility System Revenue Bonds, Series 2016
8,600,000
Utility System Revenue Refunding Bonds, Series 2016
5,065,000
Utility System Revenue and Refunding Bonds, Series 2017
25,765,000
Utility System Revenue Bonds, Series 2018
6,340,000
Utility System Revenue Bond, Series 2020*
14,430,000
Total
* The Bond in the process of issuance.
B-1
Georgetown\USRB\2020: GenNoUtCert
$101,725,000
EXHIBIT C
PARITY OBLIGATIONS
DEBT SERVICE REQUIREMENTS
C-1
Georgetown\USRB\2020: GenNoLitCert
EXHIBIT D
CURRENT ELECTRIC, WATER AND WASTEWATER
RATE CHARGES
D-1
Georgetown\USRB\2020: GenNoLitCert
EXHIBIT E
INCOME AND EXPENSES OF THE SYSTEM
2019 2018 2017
Revenues $ 133,160,151 $117,995,132 $108,968,362
Expenses $ 104,877,303 $ 100,699,251_ $ 91,766,018
Net Available for $ 28,282,848 $ 17,295,$81 $ 17,202,344
Debt Service
E-1
Georgetown\USRB\2020: GenNoUtCert
PAYING AGENT/REGISTRAR AGREEMENT
THIS AGREEMENT entered into as of May 21, 2020 (this "Agreement"), by and between
the City of Georgetown, Texas (the "Issuer"), and The Bank of New York Mellon Trust Company,
National Association, Dallas, Texas (the 'Bank").
RECITALS
WHEREAS, the Issuer has duly authorized and provided for the issuance of its $14,430,000
City of Georgetown, Utility System Revenue Bond, Series 2020 (the "Obligations"), such
Obligations to be issued in fully registered form only as to the payment of principal and interest
thereon; and
WHEREAS, the Obligations are scheduled to be delivered to the initial purchaser thereof on
or about May 21, 2020; and
WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in
connection with the payment of the principal of, premium, if any, and interest on the Obligations and
with respect to the registration, transfer and exchange thereof by the registered owners thereof, and
WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer
and has full power and authority to perform and serve as Paying Agent/Registrar for the Obligations;
NOW, THEREFORE, it is mutually agreed as follows.
ARTICLE ONE
APPOINTMENT OF BANK AS
PAYING AGENT AND REGISTRAR
Section 1.01. Amwintment.
The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the
Obligations. As Paying Agent for the Obligations, the Bank shall be responsible for paying on
behalf of the Issuer the principal, premium (if any), and interest on the Obligations as the same
become due and payable to the registered owners thereof, all in accordance with this Agreement and
the "Ordinance" (hereinafter defined).
The Issuer hereby appoints the Bank as Registrar with respect to the Obligations. As
Registrar for the Obligations, the Bank shall keep and maintain for and on behalf of the Issuer books
and records as to the ownership of the Obligations and with respect to the transfer and exchange
thereof as provided herein and in the "Ordinance."
The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and
Registrar for the Obligations.
Georgetown USRB\2020: PAR Agreement
Section 1.02. Compensation.
As compensation for the Bank's services as Paying Agent/Registrar, the Issuer hereby agrees
to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year of this
Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in
effect for services as Paying Agent/Registrar for political subdivisions, which shall be supplied to
the Issuer on or before 90 days prior to the close of the Fiscal Year of the Issuer, and shall be
effective upon the first day of the following Fiscal Year.
In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Bank in accordance with any of the
provisions hereof (including the reasonable compensation and the expenses and disbursements of its
agents and counsel).
ARTICLE TWO
DEFINITIONS
Section 2.01. Definitions.
For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:
"Acceleration Date" on any Obligation means the date on and after which the principal or
any or all installments of interest, or both, are due and payable on any Obligation which has become
accelerated pursuant to the terms of the Obligation.
"Bank Office" means the designated office for payment of the Bank as indicated in Section
6.03 hereof. The Bank will notify the Issuer in writing of any change in location of the Bank Office.
"Fiscal Year" means the fiscal year of the Issuer, ending September 30.
"Holder" means the Person in whose name an Obligation is registered in the Obligation
Register.
"Legal Holiday" means a day on which the Bank is required or authorized to be closed.
"Ordinance" means the orders, ordinances or resolutions of the governing body of the Issuer
pursuant to which the Obligations are issued, certified by the City Secretary of the Issuer or any
other officer of the Issuer and delivered to the Bank.
"Person" means any individual, corporation, partnership, joint venture, association, joint
stock company, trust, unincorporated organization or government or any agency or political
subdivision of a government.
Georgetown USRB\2020: PAR Agreement
"Predecessor Obligations" of any particular Obligation means every previous Obligation
evidencing all or a portion of the same obligation as that evidenced by such particular Obligation
(and, for the purposes of this definition, any mutilated, lost, destroyed, or stolen Obligation for
which a replacement Obligation has been registered and delivered in lieu thereof pursuant to Section
4.06 hereof and the Ordinance).
"Responsible Officer" when used with respect to the Bank means the Chairman or Vice -
Chairman of the Board of Directors, the Chairman or Vice-chairman of the Executive Committee of
the Board of Directors, the President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any Trust Officer or Assistant
Trust Officer, or any other officer of the Bank customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect to any particular
matter, any other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.
"Register" means a register maintained by the Bank on behalf of the Issuer providing for the
registration and transfer of the Obligations.
"Stated Maturity" means the date specified in the Ordinance on which the principal of an
Obligation is scheduled to be due and payable.
Section 2.02. Other Definitions.
The terms 'Bank," Issuer," and "Obligations (Obligation)" have the meanings assigned to
them in the recital paragraphs of this Agreement.
The term "Paying Agent/Registrar" refers to the Bank in the performance of the duties and
functions of this Agreement.
Any other terms not defined herein, shall have the meaning given to them in the Ordinance,
unless the context otherwise requires.
ARTICLE THREE
PAYING AGENT
Section 3.01. Duties of Paying Aunt.
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it
for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the principal of each
Obligation at its Stated Maturity, Redemption Date, or Acceleration Date, to the Holder upon
surrender of the Obligation to the Bank at the Bank Office.
Georgetown USRB\2020: PAR Agreement
As Paying Agent, the Bank shall, provided adequate collected funds have been provided to it
for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interest on each
Obligation when due, by computing the amount of interest to be paid each Holder and preparing and
sending checks by United States Mail, first-class postage prepaid, on each payment date, to the
Holders of the Obligations (or their Predecessor Obligations) on the respective Record Date, to the
address appearing on the Obligation Register or by such other method, acceptable to the Bank,
requested in writing by the Holder at the Holder's risk and expense.
Section 3.02. Payment Dates.
The Issuer hereby instructs the Bank to pay the principal of and interest on the Obligations
on the dates specified in the Ordinance.
Section 3.03. Reporting Re uirements.
To the extent required by the Internal Revenue Code of 1986, as amended, or the Treasury
Regulations, the Bank shall report to or cause to be reported to the Holders and the Internal Revenue
Service the amount of interest paid or the amount treated as interest accrued on the Obligations
which is required to be reported by the Holders on their returns of federal income tax.
ARTICLE FOUR
REGISTRAR
Section 4.01. Register - Transfers and Exchanges.
The Bank agrees to keep and maintain for and on behalf of the Issuer at the Bank Office
books and records (herein sometimes referred to as the " Register"), and, if the Bank Office is
located outside the State of Texas, a copy of such books and records shall be kept in the State of
Texas, for recording the names and addresses of the Holders of the Obligations, the transfer,
exchange and replacement of the Obligations and the payment of the principal of and interest on the
Obligations to the Holders and containing such other information as may be reasonably required by
the Issuer and subject to such reasonable regulations as the Issuer and the Bank may prescribe. The
Bank also agrees to keep a copy of the Obligation Register within the State of Texas. All transfers,
exchanges and replacement of Obligations shall be noted in the Register.
Every Obligation surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, the signature on which has been guaranteed by an
officer of a federal or state bank or a member of the Financial Industry Regulatory Authority, in
form satisfactory to the Bank, duly executed by the Holder thereof or his agent duly authorized in
writing.
The Bank may request any supporting documentation it feels necessary to effect a re -
registration, transfer or exchange of the Obligations.
4
Georgetown USRB\2020: PAR Agreement
To the extent possible and under reasonable circumstances, the Bank agrees that, in relation
to an exchange or transfer of Obligations, the exchange or transfer by the Holders thereof will be
completed and new Obligations delivered to the Holder or the assignee of the Holder in not more
than three (3) business days after the receipt of the Obligations to be cancelled in an exchange or
transfer and the written instrument of transfer or request for exchange duly executed by the Holder,
or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar.
Section 4.02. Form of Register.
The Bank, as Registrar, will maintain the Register relating to the registration, payment,
transfer and exchange of the Obligations in accordance with the Bank's general practices and
procedures in effect from time to time. The Bank shall not be obligated to maintain such Register in
any form other than those which the Bank has currently available and currently utilizes at the time.
The Register may be maintained in written form or in any other form capable of being
converted into written form within a reasonable time.
Section 4.03. List of Holders.
The Bank will provide the Issuer at any time requested by the Issuer, upon payment of the
required fee, a copy of the information contained in the Register. The Issuer may also inspect the
information contained in the Register at any time the Bank is customarily open for business,
provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the
information into written form.
The Bank will not release or disclose the contents of the Register to any person other than to,
or at the written request of, an authorized officer or employee of the Issuer, except upon receipt of a
court order or as otherwise required by law. Upon receipt of a court order or other notice of a legal
proceeding and prior to the release or disclosure of any of the contents of the Register, the Bank will
notify the Issuer so that the Issuer may contest the same or such release or disclosure of the contents
of the Register.
Section 4.04. Return of Cancelled Certificates.
The Bank will, at such reasonable intervals as it determines, surrender to the Issuer,
Obligations in lieu of which or in exchange for which other Obligations have been issued, or which
have been paid.
Section 4.05. Mutilated, Destroyed, Lost or Stolen Obligations.
The Issuer hereby instructs the Bank, subject to the applicable provisions of the Ordinance,
to deliver and issue Obligations certificates in exchange for or in lieu of mutilated, destroyed, lost, or
stolen Obligations certificates.
Georgetown USRB\2020: PAR Agreement
In case any Obligation shall be mutilated, or destroyed, lost or stolen, the Bank, in its
discretion, may execute and deliver a replacement Obligation of like form and tenor, and in the same
denomination and bearing a number not contemporaneously outstanding, in exchange and
substitution for such mutilated Obligation, or in lieu of and in substitution for such destroyed lost or
stolen Obligation, only after (i) the filing by the Holder thereof with the Bank of evidence
satisfactory to the Bank of the destruction, loss or theft of such Obligation, and of the authenticity of
the ownership thereof and (ii) the furnishing to the Bank of indemnification in an amount
satisfactory to hold the Issuer and the Bank harmless. All expenses and charges associated with such
indemnity and with the preparation, execution and delivery of a replacement Obligation shall be
borne by the Holder of the Obligation mutilated, or destroyed, lost or stolen.
Section 4.06. Transaction Information to Issuer.
The Bank will, within a reasonable time after receipt of written request from the Issuer,
furnish the Issuer information as to the Obligations certificates it has paid pursuant to Section 3.01,
Obligations certificates it has delivered upon the transfer or exchange of any Obligations certificates
pursuant to Section 4.01, and Obligations certificates it has delivered in exchange for or in lieu of
mutilated, destroyed, lost, or stolen Obligations certificates pursuant to Section 4.06.
ARTICLE FIVE
THE BANK
Section 5.01. Duties of Bank.
The Bank undertakes to perform the duties set forth herein and agrees to use reasonable care
in the performance thereof.
The Bank is also authorized to transfer funds relating to the closing and initial delivery of the
Obligations in the manner disclosed in the closing memorandum approved by the Issuer as prepared
by the Issuer's financial advisor or other agent. The Bank may act on a facsimile transmission of the
closing memorandum to be followed by an original of the closing memorandum signed by the
financial advisor or the Issuer.
Section 5.02. Reliance on Documents. Etc.
(a) The Bank may conclusively rely, as to the truth of the statements and correctness of
the opinions expressed therein, on certificates or opinions furnished to the Bank by the Issuer.
(b) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proven that the Bank was grossly negligent in ascertaining the
pertinent facts.
(c) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in
Georgetown USRB\2020: PAR Agreement
the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not
assured to it.
(d) The Bank may rely and shall be protected in acting or refraining from acting upon
any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note, security, or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties. Without limiting the generality of the foregoing
statement, the Bank need not examine the ownership of any Obligations, but is protected in acting
upon receipt of Obligations certificates containing an endorsement or instruction of transfer or power
of transfer which appears on its face to be signed by the Holder or an agent of the Holder. The Bank
shall not be bound to make any investigation into the facts or matters stated in a resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
note, security, or other paper or document supplied by the Issuer.
(e) The Bank may consult with legal counsel, and the written advice of such counsel or
any opinion of counsel shall be full and complete authorization and protection with respect to any
action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon, provided that
any such written advice or opinion is supplied to the Issuer by the Bank.
(f) The Bank may exercise any of the powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
Section 5.03. Recitals of Issuer.
The recitals contained herein with respect to the Issuer and in the Obligations shall be taken
as the statements of the Issuer, and the Bank assumes no responsibility for their correctness.
The Bank shall in no event be liable to the Issuer, any Holder or Holders of any Obligation,
or any other Person for any amount due on any Obligation from its own funds.
Section 5.04. May Hold Obligations.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
Obligations and may otherwise deal with the Issuer with the same rights it would have if it were not
the Paying Agent/Registrar, or any other agent.
Section 5.05. Moneys Held by Bank.
If the Bank is not the sole holder of all of the Obligations, the Bank shall deposit any moneys
received from the Issuer into a segregated account to be held by the Bank solely for the benefit of the
owners of the Obligations to be used solely for the payment of the Obligations, with such moneys in
the account that exceed the deposit insurance available to the Issuer by the Federal Deposit
Insurance Corporation, to be fully collateralized with Obligations or obligations that are eligible
Georgetown USRB\2020: PAR Agreement
under the laws of the State of Texas to secure and be pledged as collateral for such accounts until the
principal and interest on such Obligations have been presented for payment and paid to the owner
thereof. Payments made from such account shall be made by check drawn on such account unless
the owner of such Obligations shall, at its own expense and risk, request such other medium of
payment.
Subject to the Unclaimed Property Law of the State of Texas, any money deposited with the
Bank for the payment of the principal, premium (if any), or interest on any Obligation and remaining
unclaimed for three years after the final maturity of the Obligation has become due and payable will
be paid by the Bank to the Issuer if the Issuer so elects, and the Holder of such Obligation shall
hereafter look only to the Issuer for payment thereof, and all liability of the Bank with respect to
such monies shall thereupon cease. If the Issuer does not elect, the Bank is directed to report and
dispose of the funds in compliance with Title Six of the Texas Property Code, as amended.
Section 5.06. Indemnification.
To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and hold it
harmless against, any loss, liability, or expense incurred without negligence or bad faith on the
Bank's part, arising out of or in connection with the Bank's acceptance or administration of its duties
hereunder, including the cost and expense incurred by the Bank in defending against any claim or
from liability imposed on the Bank in connection with the Bank's exercise or performance of any of
its powers or duties under this Agreement.
Section 5.07. lntergleader.
The Issuer and the Bank agree that the Bank may seek adjudication of any adverse claim,
demand, or controversy over its person as well as funds on deposit, in either a Federal or State
District Court located in the State of Texas and County where either the Bank Office or the
administrative offices of the Issuer are located, and agree that service of process by certified or
registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement
shall constitute adequate service. The Issuer and the Bank further agree that the Bank has the right
to file a Bill of Interpleader in any court of competent jurisdiction in the State of Texas to determine
the rights of any Person claiming any interest herein.
ARTICLE SIX
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereto.
Section 6.02. Assignment.
Georgetown USR13\2020: PAR Agreement
This Agreement may not be assigned by either party without the prior written consent of
the other.
Section 6.03. Notices.
Any request, demand, authorization, direction, notice, consent, waiver, or other document
provided or permitted hereby to be given or furnished to the Issuer or the Bank shall be mailed or
delivered to the Issuer or the Bank, respectively, at the addresses set forth below:
Tcsner
City of Georgetown, Texas
113 East 8th Street
Georgetown, Texas 78626
Attn: Chief Financial Officer
Paying AgentlRe xg strar
The Bank of New York Mellon Trust Company,
National Association
2001 Bryan Street, 1 lth Floor
Dallas, TX 75201
Attn: President
Section 6.04. Effect of Headings.
The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.
Section 6.05. Successors and Assigns.
All covenants and agreements herein by the Issuer and the Bank shall bind their respective
successors and assigns, whether so expressed or not.
Section 6.06. Seveirability.
In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 6.07. Benefits of Agreement.
Nothing herein, express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, any benefit or any legal or equitable right, remedy, or claim hereunder.
Georgetown USRB\2020: PAR Agreement
Section 6.08. Entire Agreement.
This Agreement and the Ordinance constitute the entire agreement between the parties hereto
relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this
Agreement and the Ordinance, the Ordinance shall govern.
Section 6.09. Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same Agreement.
Section 6.10. Termination.
This Agreement will terminate (i) on the date of final payment of the principal of and interest
on the Obligations to the Holders thereof or (ii) may be earlier terminated by either party upon thirty
(30) days written notice; provided, however, an early termination of this Agreement by either party
shall not be effective until (a) a successor Paying Agent/Registrar has been appointed by the Issuer
and such appointment accepted and (b) notice has been given to the Holders of the Obligations of the
appointment of a successor Paying Agent/Registrar. Furthermore, the Bank and Issuer mutually
agree that the effective date of an early termination of this Agreement shall not occur at any time
which would disrupt, delay or otherwise adversely affect the payment of the Obligations.
Upon an early termination of this Agreement, the Bank agrees to promptly transfer and
deliver the Obligation Register (or a copy thereof), together with other pertinent books and records
relating to the Obligations, to the successor Paying Agent/Registrar designated and appointed by the
Issuer.
The provisions of Section 1.02, 5.02, 5.03 and 5.06 of this Agreement shall survive and
remain in full force and effect following the termination of this Agreement.
Section 6.11. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the State
of Texas.
Section 6.12. Anti -Boycott.
The Bank represents and warrants, for purposes of Chapter 2271 of the Texas Government
Code, that at the time of execution and delivery of this Agreement, neither the Bank, nor any parent
company, wholly- or majority -owned subsidiaries or affiliates of the same, if any, boycotts Israel or
will boycott Israel during the term of this Agreement. The foregoing verification is made solely to
comply with Section 2271.002, Texas Government Code, and to the extent such Section does not
contravene applicable Federal law. As used in the foregoing verification, "boycotts Israel" and
]0
Georgetown USRB\2020: PAR Agreement
"boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking
any action that is intended to penalize, inflict economic harm on, or limit commercial relations
specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled
territory, but does not include an action made for ordinary business purposes. The Bank understands
"affiliate" to mean an entity that controls, is controlled by, or is under common control with the
Bank and exists to make a profit.
Section 6.13. Terrorist Qreanizations.
The Bank represents that, neither the Bank, nor any parent company, wholly- or majority -
owned subsidiaries or affiliates of the same, if any, are companies identified on a list prepared and
maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section
2270.0201, Texas Government Code, and posted on any of the following pages of such officer's
internet website:
https-//comptroller.
texas.gov/purchasing/doesl5udan-list.pdf,
hitps://comptroller.texas.gov/ptircliasingldocs/iLm
list,pE or
littps:llcamptroller.
texas.gov/purchasing/dots/fto-list._pdf
The foregoing representation is made solely to comply with Section 2252.152, Texas
Government Code, and to the extent such Section does not contravene applicable Federal law and
excludes the Bank and each parent company, wholly- or majority -owned subsidiaries, and other
affiliates of the same, if any, that the United States government has affirmatively declared to be
excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime
relating to a foreign terrorist organization. The Bank understands "affiliate" to mean any entity that
controls, is controlled by, or is under common control with the Bank and exists to make a profit.
Section 6.14. Interested Parties Form ExemRtion.
The Bank represents and warrants that it is exempt from the requirements of Section
2252.908 of the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof, and,
accordingly, the Bank is not required to file a Certificate of Interested Parties Form 1295 otherwise
prescribed thereunder.
[The remainder of this page is intentionally left blank.]
11
Georgetown USRB\2020: PAR Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By:
Title:
2001 Bryan Street, 10th Floor
Dallas, Texas 75201
Signature Page
Georgetown USRB\2020: PAR Agreement
CITY OF GEORGETOWN, TEXAS
M.
'4'e. ("�' ,
Mayor
808 Martin Luther King, Jr Street,
Georgetown, Texas 78626
Signature Page
Georgetown USRB\2020: PAR Agreement
April 28, 2020
City of Georgetown, Texas
510 W. 9th Street
Georgetown, Texas 78626
McCall, Parkhurst & Horton L.L.P.
600 Congress Avenue, Suite 1800
Austin, Texas 78701
Specialized Public Finance Inc.
248 Addie Roy #B 103
Austin, Texas 78746
I, the undersigned, being an authorized officer of JPMorgan Chase Bank, N.A. (the
"Purchaser") a qualified institutional buyer within the meaning of Regulation D promulgated under
the Securities Act of 1933 (the "33 Act"), or an "accredited investor" within the meaning of Section
2(a)(15) of the 1933 Act, engaged in the business of making loans, acknowledge that the City of
Georgetown, Texas (the "Issuer"), is issuing its Utility System Revenue Bond, Series 2020 (the
"Bond") for the purpose of (i) extending and improving the Issuer's combined electric, waterworks
and sewer system and (ii) paying the costs of issuing the Bond. The Bond is to be issued under the
authority of Chapter 1502, Texas Government Code, as amended. The Purchaser hereby
acknowledges receipt of the ordinance adopted on April 28, 2020 (the "Ordinance") authorizing the
Bond.
The Purchaser understands that (i) the Bond is a special obligation of the Issuer payable,
together with the Previously Issued Parity Obligations and any Additional Parity Obligations (both
as defined in the Ordinance), both as to principal and interest, solely from and equally and ratably
secured by a first lien on and pledge of the Pledged Revenues (as defined in the Ordinance),
including the Net Revenues (as defined in the Ordinance) derived from the operation of the Issuer's
combined electric, waterworks and sewer system and (ii) the Bond is not a charge upon any other
income or revenue of the Issuer and shall never constitute an indebtedness of the general credit or
taxing power of the Issuer.
The Purchaser further understands that the Bond will be sold for cash, will be approved by
the Attorney General of the State of Texas, and will be delivered in one installment in the form of
one fully -registered Bond representing the full maturity amount of the Bond, $14,430,000, which
Bond is payable in annual installments, as set forth below, subject to redemption at the option of the
Issuer as set forth in the Ordinance. The Bond will be initially registered in the name of the
Purchaser.
Georgetown USRB\2020: Investment Ltr
In connection with the Bond, the Purchaser agrees as follows:
A. The Purchaser will purchase the Bond, which shall be delivered to the Purchaser on or about
May 21, 2020. Interest will accrue on the outstanding principal amount each principal
installment of the Bond at the interest rate of 1.95% per annum; provided, however, that if an
"Event of Default" (as defined in the Ordinance) occurs, the rate of interest on the Bond shall
be 8.00% from the date of such occurrence until such default has been cured; and provided
further that if an 'Event of Taxability" (as defined in the Ordinance) occurs, the rate of
interest on the Bond shall be the Taxable Rate (as defined in the Ordinance) during the
period for which interest on the Bond is included in the gross income of the registered owner
thereof. In no event, however, may the rate of interest on the Bond exceed the maximum
rate permitted by Chapter 1204, Texas Government Code, as amended. The first interest
payment date for the Bond shall be February 15, 2021, with interest payable on each August
15 and February 15 thereafter until maturity or prior redemption. The Bond shall have a
maturity date of August 15, 2035, and the principal of the Bond will be payable in annual
installments, or upon redemption at the option of the Issuer, under the terms and conditions
described below. The purchase price for the Bond shall be the principal amount thereof.
Interest on the Bond will accrue from the date of initial delivery. Annual principal
installment payments shall be made to the registered owner of the Bond on August 15 of
each the years, and in the amounts, shown below:
Principal Principal
Year Installment Year Installment
2021 $775,000 2029 $980,000
2022 860,000 2030 1,000,000
2023 875,000 2031 1,020,000
2024 890,000 2032 1,040,000
2025 910,000 2033 1,060,000
2026 925,000 2034 1,080,000
2027 945,000 2035 1,105,000
2028 965,000
B. It is understood and agreed that the unpaid scheduled principal installments of the Bond are
NOT subject to redemption prior to maturity.
C. The Bond will be fully registered as to principal and interest, and The Bank of New York
Mellon Trust Company, National Association, Dallas, Texas (the "Bank") shall serve as the
initial paying agent and registrar for the Bond. The Bond is transferable in whole, but not in
part.
D. In regard to its purchase of the Bond, the Purchaser acknowledges that no prospectus or
other offering document has been prepared; however, the Issuer has furnished the Purchaser
with all information requested by the Purchaser to permit the Purchaser to make an informed
decision concerning its purchase of the Bond, and the Purchaser has made such inspections
and investigations as it has deemed necessary to determine the investment quality of the
Georgetown USRB\2020: Investment Ltr
Bond and to assess all risk factors associated with the purchase and ownership of the Bond.
The Purchaser hereby acknowledges and represents that it has a business relationship with
the Issuer and that it is familiar with the financial condition of the Issuer and the ability of
the Issuer to timely pay the principal of and interest on the Bond. The Purchaser has been
furnished with such financial information relating to the Issuer as it has requested for the
purposes of making its assessment of making a loan to the Issuer by purchasing the Bond.
The Purchaser has had a reasonable opportunity to request and review such other information
as it needs from the Issuer in order to enable it to make its investment decision. The
Purchaser is not relying on McCall, Parkhurst & Horton L.L.P., the Issuer's Bond Counsel,
or Specialized Public Finance Inc., the Issuer's Financial Advisor, as to the completeness or
accuracy of any financial information provided to the Purchaser by the Issuer in connection
with its determination to make a loan to the Issuer by purchasing the Bond.
E. The Bond purchased by the Purchaser is being purchased for the account of the Purchaser as
evidence of a loan (and not on behalf of another), and the Purchaser has no present intention
of reselling such Bond or dividing its interest therein, either currently or after the passage of
a fixed or determinable period of time or upon the occurrence or nonoccurrence of any
predetermined event or circumstance; provided, however that the Purchaser reserves the
right to sell, pledge, transfer, convey, hypothecate, or dispose of the Bond at some future
date.
F. Delivery of the Bond to the Purchaser (the "Closing") shall be made to the Purchaser on or
about May 21, 2020; provided that it is understood that the delivery date may be extended by
mutual consent of the Purchaser and the Issuer.
G. The Purchaser acknowledges that the Bond will not be rated. In addition, the Purchaser
acknowledges that the Bond will not be listed on any securities exchange. Further, there
may not be a trading market for the Bond, and none may exist in the future. Accordingly,
the Purchaser understands that it may need to bear the risks of this investment for an
indefinite time, since any sale prior to the maturity for the Bond may not be possible or may
be at a price below that which the Purchaser is paying for the Bond.
H. It is understood and agreed that the Purchaser is buying the Bond in a private placement by
the Issuer to the Purchaser. The Purchaser acknowledges that the Issuer has not undertaken
to make any on -going disclosures for the benefit of the registered owner of the Bond in
accordance with the Rule 15c2-12 of the Securities and Exchange Commission. However, the
Ordinance requires the Issuer to .provide the Purchaser with a copy of the Issuer's
Comprehensive Annual Financial Report within 180 days of the close of each fiscal year or
if such report is not then available, by such later date as the report becomes available;
provided that the electronic posting of such report with the Municipal Securities Rulemaking
Board, the Municipal Advisory Council of Texas, or on the Issuer's website shall satisfy such
requirement.
Georgetown USRB\2020: Investment Ltr
I. This agreement shall be terminated by delivery of $14,430,000 in principal amount of the
Bond to the Bank at the date of Closing, provided that the representations of the Purchaser in
D, E, G, and H above, shall survive the termination hereof.
The Purchaser hereby represents that neither it, nor any parent company, wholly- or
majority- owned subsidiary, and other affiliates of the same, if any, boycotts Israel or, to the
extent this agreement is a contract for goods or services, will boycott Israel through the date
of delivery of the Bond. The foregoing verification is made solely to comply with Section
2271.002, Texas Government Code, and to the extent such Section does not contravene
applicable Federal law. As used in the foregoing verification, "boycotts Israel" and "boycott
Israel" means refusing to deal with, terminating business activities with, or otherwise taking
any action that is intended to penalize, inflict economic harm on, or limit commercial
relations specifically with Israel, or with a person or entity doing business in Israel or in an
Israeli -controlled territory, but does not include an action made for ordinary business
purposes. The Purchaser understands "affiliate" to mean an entity that controls, is controlled
by, or is under common control with the Purchaser and exists to make a profit.
K. The Purchaser hereby represents that, neither it, nor any parent company, wholly- or
majority- owned subsidiary, and other affiliates of the same, if any, are companies identified
on a list prepared and maintained by the Texas Comptroller of Public Accounts under
Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the
following pages of such officer's internet website:
https://comptroller.texas.gov/purchasing/docs/sudanlist.pdf,
https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or
https://comptroller.texas.gov/purchasing/docs/ftolist.pdf. The foregoing representation is
made solely to comply with Section 2252.152, Texas Government Code, and to the extent
such Section does not contravene applicable Federal law and excludes the Purchaser and
each parent company, wholly- or majority -owned subsidiaries, and other affiliates of the
same, if any, that the United States government has affirmatively declared to be excluded
from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime
relating to a foreign terrorist organization. The Purchaser understands "affiliate" to mean any
entity that controls, is controlled by, or is under common control with the Purchaser and
exists to make a profit.
L. The Purchaser represents and warrants that it is exempt from the requirements of Section
2252.908 of the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof,
and, accordingly, the Purchaser is not required to file a Certificate of Interested Parties Form
1295 otherwise prescribed thereunder.
M. As a condition to the purchase of the Bond, the Purchaser shall receive at the Closing an
opinion of Bond Counsel in substantially the form attached hereto as Exhibit A. In addition,
the Purchaser shall receive, at the Closing, an opinion of the Attorney General of the State of
Texas to the effect that the Bond has been lawfully issued by the Issuer and is a valid and
binding obligation of the Issuer under applicable laws of the State of Texas.
Georgetown USRB\2020: Investment Ltr
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Georgetown USRB\2020: Investment Ltr
Respectfully submitted,
JPMorgan Chase Bank, NA
Title:
Georgetown USRB\2020: Investment Ltr
ACCEPTANCE
ACCEPTED, pursuant to the Ordinance adopted by the City Council of the City of
Georgetown, Texas, this the 28th day of April, 2020.
Mayor
City of Georgetown, Texas
Georgetown USRB\2020: Investment Ltr
EXHIBIT A
[An opinion in substantially the following form will be delivered by McCall,
Parkhurst & Horton L.L.P., Bond Counsel, upon the delivery of the
Bond, assuming no material changes in facts or law.]
CITY OF GEORGETOWN, TEXAS
UTILITY SYSTEM REVENUE BOND, SERIES 2020
IN THE AGGREGATE PRINCIPAL AMOUNT OF $14,430,000
AS BOND COUNSEL FOR THE CITY OF GEORGETOWN, TEXAS (the "City") in
connection with the issuance of the Bond described above (the "Bond"), we have examined the
legality and validity of the Bond, which bears interest from the date specified in the text of the Bond,
until maturity or redemption, at the rate and payable on the dates specified in the text of the Bond
and in the ordinance of the City adopted on April 28, 2020 which authorizes the issuance of the
Bond (the "Ordinance"). Terms not defined in this opinion shall have the meanings given to such
terms in the Ordinance.
WE HAVE EXAMINED the applicable and pertinent provisions of the Constitution and
laws of the State of Texas, certified copies of the pertinent proceedings of the City, and other
pertinent documents authorizing and relating to the issuance of the Bond, including the executed
Bond (Bond Number R-1).
BASED ON SAID EXAMINATION, IT IS OUR OPINION that the Bond has been duly
authorized, issued and delivered in accordance with law; that the Bond constitutes a valid and
legally binding obligation of the City, together with the Previously Issued Parity Obligations and all
other outstanding Parity Obligations, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws now or
hereafter enacted relating to creditors' rights generally or by governmental immunity or general
principles of equity which permit the exercise of judicial discretion; and that the Bonds is payable
from and secured by a lien on and pledge of the "Pledged Revenues" of the "System" (which is
generally described as the City's combined electric, waterworks and sewer system), all as provided
in the Ordinance.
THE CITY has reserved the right, subject to the restrictions stated in the Ordinance to
amend the Ordinance. The City also has reserved the right, subject to the restrictions stated in the
Ordinance, to issue additional Parity Obligations which also may be secured by and payable from a
lien on and pledge of the Pledged Revenues on parity with the lien securing the Bond.
NO OWNER of the Bond shall ever have the right to demand payment of the principal
thereof or interest thereon out of any funds raised or to be raised by taxation, or from any source
whatsoever other than specified in the Ordinance.
IT IS FURTHER OUR OPINION, except as discussed below, that the interest on the Bond
is excludable from the gross income of the owner thereof for federal income tax purposes under the
A-1
Georgetown USRB\2020: Investment Ltr
statutes, regulations, published rulings, and court decisions existing on the date of this opinion. We
are further of the opinion that the Bond is not a "specified private activity bond" and that,
accordingly, interest on the Bond will not be included as an individual alternative minimum tax
preference item under section 57(a)(5) of the Internal Revenue Code of 1986 (the "Code"). In
expressing the aforementioned opinions, we have relied on certain representations, the accuracy of
which we have not independently verified, and assume compliance with certain covenants regarding
the use and investment of the proceeds of the Bond and the use of the property financed therewith.
We call your attention to the fact that if such representations are determined to be inaccurate or if the
City fails to comply with such covenants, interest on the Bond may become includable in gross
income retroactively to the date of issuance of the Bond.
EXCEPT AS STATED ABOVE, we express no opinion as to any other federal, state, or
local tax consequences of acquiring, carrying, owning, or disposing of the Bond, including the
amount, accrual or receipt of interest on, the Bond. Owners of the Bond should consult their tax
advisors regarding the applicability of any collateral tax consequences of owning the Bond.
OUR OPINIONS ARE BASED ON EXISTING LAW, which is subject to change. Such
opinions are further based on our knowledge of facts as of the date hereof. We assume no duty to
update or supplement our opinions to reflect any facts or circumstances that may thereafter come to
our attention or to reflect any changes in any law that may thereafter occur or become effective.
Moreover, our opinions are not a guarantee of a result and are not binding on the Internal Revenue
Service (the "Service"); rather, such opinions represent our legal judgment based upon our review of
existing law and in reliance upon the representations and covenants referenced above that we deem
relevant to such opinions. The Service has an ongoing audit program to determine compliance with
rules that relate to whether interest on state or local obligations is includable in gross income for
federal income tax purposes. No assurance can be given whether or not the Service will commence
an audit of the Bond. If an audit is commenced, in accordance with its current published procedures
the Service is likely to treat the City as the taxpayer. We observe that the City has covenanted not to
take any action, or omit to take any action within its control, that if taken or omitted, respectively,
may result in the treatment of interest on the Bond as includable in gross income for federal income
tax purposes.
WE EXPRESS NO OPINION as to any insurance policies issued with respect to the
payments due for the principal of and interest on the Bond, nor as to any such insurance policies
issued in the future.
OUR SOLE ENGAGEMENT in connection with the issuance of the Bond is as Bond
Counsel for the City, and, in that capacity, we have been engaged by the City for the sole purpose of
rendering our opinions with respect to the legality and validity of the Bond under the Constitution
and laws of the State of Texas, and with respect to the exclusion from gross income of the interest on
the Bond for federal income tax purposes, and for no other reason or purpose. We have not been
requested to investigate or verify, and have not independently investigated or verified any records,
data, or other material relating to the financial condition or capabilities of the City, or the disclosure
thereof in connection with the sale of the Bond, and have not assumed any responsibility with
respect thereto. We express no opinion and make no comment with respect to the marketability of
the Bond and have relied solely on certificates executed by officials of the City as to the current
A-2
Georgetown USRB\2020: Investment Ltr
outstanding indebtedness of the City and the sufficiency of Pledged Revenues,
THE FOREGOING OPINIONS represent our legal judgment based upon a review of
existing legal authorities that we deem relevant to render such opinions and are not a guarantee of a
result.
Respectfully,
A-3
Georgetown USRB\2020: Investment Ltr
CITY CERTIFICATE FOR ADDITIONAL PARITY OBLIGATIONS
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
We, the undersigned, officers of the City of Georgetown, Texas, hereby certify as follows:
1. This certificate is executed with reference to the proposed CITY OF
GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE BOND, SERIES 2020, dated May 21,
2020, in the principal amount of $14,430,000 (the 'Bond"). Any terms not otherwise defined
herein have the meaning given in the ordinance authorizing the Bond.
2. The City is not in default as to any covenant, condition or obligation in connection
with all Outstanding Parity Obligations, and the ordinances authorizing same, and the Interest and
Sinking Fund, the Reserve Fund and any reserve fund securing any other series or issue of Parity
Obligations each contains the amount then required to be therein.
[The Remainder of this Page is Intentionally Left Blank]
GTOWN\USRB\20: CityCertforAddlParityObligations
EXECUTED this the 28th day of April, 2020.
MIM IIIIII _ iL+ill
[CITY SEAL]
GTOWN\USRB\20: CityCertforAddlParityObligations
� - �et /�' �et
City Manager
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Secretary and has caused the official seal of the City to be duly impressed, or
placed in facsimile, on this Bond.
r
City SecretaYy
[CITY SEAL]
4""L( �
Mayor
CITY CERTIFICATE FOR ADDITIONAL PARITY OBLIGATIONS
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
CITY OF GEORGETOWN §
We, the undersigned, officers of the City of Georgetown, Texas, hereby certify as follows:
1. This certificate is executed with reference to the proposed CITY OF
GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE BOND, SERIES 2020, dated May 21,
2020, in the principal amount of $14,430,000 (the 'Bond"). Any terms not otherwise defined
herein have the meaning given in the ordinance authorizing the Bond.
2. The City is not in default as to any covenant, condition or obligation in connection
with all Outstanding Parity Obligations, and the ordinances authorizing same, and the Interest and
Sinking Fund, the Reserve Fund and any reserve fund securing any other series or issue of Parity
Obligations each contains the amount then required to be therein.
[The Remainder of this Page is Intentionally Left Blank]
GT0WN\USRB\20: CityCertforAddlParityObligations
EXECUTED this the 28th day of April, 2020.
i
_i111l
- I
[CITY SEAL]
c = t
GTOWN\USRB\20: CityCertforAddlParityObligations
City Manager
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual
or facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Secretary and has caused the official seal of the City to be duly impressed, or
placed in facsimile, on this Bond.
- , U
[CITY SEAL]
a.4,& (a4':vz
Mayor