HomeMy WebLinkAboutAgenda CC 08.19.2014 SpecialNotice of Meeting of the
Governing Body of the
City of Georgetown, Texas
AUGUST 19, 2014
The Georgetown City Council will meet on AUGUST 19, 2014 at 6:00 P.M. at the Council Chambers, 101
E. 7th St., Georgetown, Texas
The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you
require assistance in participating at a public meeting due to a disability, as defined under the ADA,
reasonable assistance, adaptations, or accommodations will be provided upon request. Please contact the City
Secretary's Office, least four (4) days prior to the scheduled meeting date, at (512) 930-3652 or City Hall at
113 East 8th Street for additional information; TTY users route through Relay Texas at 711.
Regular Session
(This Regular Session may, at any time, be recessed to convene an Executive Session for any purpose
authorized by the Open Meetings Act, Texas Government Code 551.)
A Call to Order - A Special Meeting of the City Council
B Second Public Hearing on the proposed 2014 Property Tax Rate -- Micki Rundell, Chief Financial
Officer
C Consideration and possible action to approve an Ordinance authorizing the issuance of 2014A Utility
System Revenue bonds -- Micki Rundell, Chief Financial Officer
D Second Reading of an Ordinance ordering a Special Election to be held on November 4, 2014, for
the purpose of seeking voter response to the proposition of "The Reauthorization of the Local
Sales and Use Tax in the City Of Georgetown, Texas, at the Rate of One-Fourth of One Percent to
Continue Providing Revenue for Maintenance and Repair of Municipal Streets”, providing for the
City to contract with the Williamson County Elections Administrator to conduct said Election,
making other provisions relating to the Election and providing an effective date – Jessica Brettle,
City Secretary and Ed Polasek, Transportation Services Director (action required)
Adjournment
Certificate of Posting
I, Jessica Brettle, City Secretary for the City of Georgetown, Texas, do hereby certify that this Notice of
Meeting was posted at City Hall, 113 E. 8th Street, a place readily accessible to the general public at all
times, on the _____ day of _________________, 2014, at __________, and remained so posted for at least
72 continuous hours preceding the scheduled time of said meeting.
__________________________________
Jessica Brettle, City Secretary
City of Georgetown, Texas
August 19, 2014
SUBJECT:
Call to Order - A Special Meeting of the City Council
ITEM SUMMARY:
FINANCIAL IMPACT:
N/A
SUBMITTED BY:
Cover Memo
Item # A
City of Georgetown, Texas
August 19, 2014
SUBJECT:
Second Public Hearing on the proposed 2014 Property Tax Rate -- Micki Rundell, Chief Financial
Officer
ITEM SUMMARY:
The Texas Tax Code requires the City Council to hold two public hearings on the proposed tax rate prior to
adoption if the proposed rate exceeds the current effective tax rate.
The 2014 proposed tax rate of $0.4350 exceeds the effective rate of $0.42344 by 2.7%. The increase is
required to pay the operating costs of the new Public Safety Operations and Training Center, expand policy
services and various other new city programs to enhance city services to the community. The Council is not
required to adopt this rate; however, this is the maximum rate the Council may consider.
Currently, Council is considering a slightly lower rate of $0.4340, which is 2.5% over the effective rate.
An overview of the tax calculation and related General Fund revenue and expenditure information will also
be provided at the hearing and was reviewed with Council at budget workshops held on July 14, 15, 23 and
29.
The proposed 2014/15 Annual Budget workbook is available for public review at the Public Library, located
at 808 Martin Luther King or at City Hall located at 113 E. 8th Street. The information is also available on
the City’s website.
SPECIAL CONSIDERATIONS
This is the second public hearing regard the proposed tax rate, fulfilling the requirements of the Texas Local
Government Code, Section 102.006 providing for public comment on the proposed 2014/15 Annual Budget
and for adoption of the City’s 2014 tax rate. Both are scheduled for first reading at the August 26, 2014
regular Council meeting.
ATTACHMENTS
Annual Budget & Tax Rate Summary
FINANCIAL IMPACT:
The City Manager’s proposed 2014/15 Budget is $234.1 million, and has been reviewed and adjusted by
Council at its July meetings.
SUBMITTED BY:
Becky Huff
ATTACHMENTS:
Annual Budget & Tax Rate Summary
Cover Memo
Item # B
CITY OF GEORGETOWN
2014/15 Proposed Annual Budget & Tax Rate Summary
Property Tax Rates
What is the proposed tax rate?
Notice proposed tax rate is $0.435 per $100 valuation, but the City Council’s recommended rate is slightly less
at $0.434, which is $0.005 or ½ cent lower than last years’ adopted tax rate of $0.4395
How will it impact me?
The Notice Rate of $0.435 rate is 2.7% above the effective tax rate, which is the rate required to raise the
same amount of tax revenues as last year for existing property. The recommended rate of $0.434 is 2.49%
greater than the effective rate.
For the average existing City homeowner, the annual increase is $50.79, or $4.24 per month, based on the
Council’s recommended rate of $0.434. This assumes a 7.4% increase in home value to last year’s average
homeowner.
Other revenues such as sales taxes are also increasing, why doesn’t the city just use that money to offset the
impact to average homeowners?
Yes, sales tax revenue and other revenues have increased which pays for most new programs and services.
However, a small increase in property tax revenues is needed to fund the demands for our growing city.
2014/15 Proposed Budget
What is included in the Proposed 2014/15 Annual Budget?
The 2014/15 Proposed Annual Budget of $231 million represents significant efforts toward meeting the Council’s vision
for Georgetown as the City of Excellence, including:
Nine new fire fighters and two transitional response vehicles (TRV’s) to provide a Fire-based Paramedic
Program. This proposed program is paid from fees and will not impact the General Fund.
Three new officers in Police to establish a new Crime Deployment Unit to rapidly respond to crime issues as they
are identified.
Completion and operations of the new 76,000 square foot, state of the art Public Safety Operations and
Training Complex (PSOTC), scheduled to open in December 2014.
Investment of $7.9 million in new Downtown, Sidewalk, Parks and City Facility Capital Projects:
o Downtown parking will be addressed including a new paved lot at the corner of Eighth & MLK Streets,
across from the Georgetown Library, and $400,000 to study options for design of a downtown parking
garage.
o Downtown Master Plan for Downtown West Phase I, including Municipal Court, for $1.7 million.
o Significant efforts in Parks including upgrading VFW Park, constructing a Splash Pad in the southeast
part of Georgetown, and designing on the next phase of the River Trails.
o Sidewalks will be constructed on Second Street and 11th Street.
Expand hours at the Georgetown Recreation Center to include Sundays.
Infrastructure investment of $22.9 million in Utilities and $12.1 million in Transportation, including the final $4.3
million needed to fund the widening of FM 1460, expected to start in February 2015 with a 2 year construction
time.
Continued efforts to maintain competitive, low electric rates for the City’s customers, with power supplies that
include both wind and solar energy.
No rate increases in Water, Wastewater & Electric. A $0.50 increase to pass through cost increases from TDS
is included for Sanitation.
Add 2 positions in Conservation to implement the water conservation programs needed to make best use of the
City’s water supplies.
Council invites input from the community at the two public hearings on the tax rate scheduled for August
12th & August 19 and a public hearing on the overall budget on August 26. For more information, please go
to www.georgetown.org.
Attachment number 1 \nPage 1 of 1
Item # B
City of Georgetown, Texas
August 19, 2014
SUBJECT:
Consideration and possible action to approve an Ordinance authorizing the issuance of 2014A Utility
System Revenue bonds -- Micki Rundell, Chief Financial Officer
ITEM SUMMARY:
Consideration and action with respect to "Ordinance Authorizing City of Georgetown, Texas Utility
System Revenue Bonds, Series 2014A; Authorizing the Pledge of Certain Revenues in Support of the
Bonds; Approving a Paying Agent/Registrar Agreement, an Official Statement and Other Related
Documents; and Authorizing Other Matters Related to the Issuance of the Bonds."
Water System Expansion/Improvement: $5,350,000
Purchase of the Chisholm Trail Special Utility District (CTSUD)’s interest in the Lake Georgetown
Treatment Plan
COMMENTS
Actual interest rates for this debt issue will not be determined until just prior to the reading of the ordinance
at the Special City Council meeting on August 19, 2014.
Please note all ordinances will be approved and effective on First Reading in accordance with Section
1201.028, Texas Government Code.
ATTACHMENTS
Proposed Ordinance
FINANCIAL IMPACT:
These bonds are amortized over 20 years. All debt service payments related to these bonds will be funded
with utility system revenues generated under the City’s current rate structure, and will not result in an
increase in Electric or Water rates.
SUBMITTED BY:
Becky Huff
ATTACHMENTS:
Proposed Ordinance
Cover Memo
Item # C
GTOWN\USRB\2014A: Ordinance
ORDINANCE NO. __________________
ORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM
REVENUE BONDS, SERIES 2014A; AUTHORIZING THE PLEDGE OF CERTAIN
REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING
AGENT/REGISTRAR AGREEMENT, AN OFFICIAL STATEMENT AND OTHER
RELATED DOCUMENTS; AND AUTHORIZING OTHER MATTERS RELATED TO
THE ISSUANCE OF THE BONDS
Adopted August 19, 2014
Attachment number 1 \nPage 1 of 57
Item # C
GTOWN\USRB\2014A: Ordinance i
ORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM
REVENUE BONDS, SERIES 2014A; AUTHORIZING THE PLEDGE OF CERTAIN
REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING
AGENT/REGISTRAR AGREEMENT, AN OFFICIAL STATEMENT AND OTHER
RELATED DOCUMENTS; AND AUTHORIZING OTHER MATTERS RELATED TO
THE ISSUANCE OF THE BONDS
Table of Contents
Page
Recitals .............................................................................................................................................1
Section 1. DEFINITIONS .........................................................................................................1
Section 2. AMOUNT AND PURPOSE OF THE BONDS. .....................................................1
Section 3. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF THE BONDS ............................................................................2
Section 4. INTEREST ...............................................................................................................2
Section 5. CHARACTERISTICS OF THE BONDS. ...............................................................3
(a) Registration, Transfer, and Exchange; Authentication ............................................3
(b) Payment of Bonds and Interest ................................................................................3
(c) In General. ................................................................................................................4
(d) Substitute Paying Agent/Registrar ...........................................................................4
(e) Book-Entry-Only System for Bonds ........................................................................4
(f) Successor Securities Depository; Transfers Outside Book-Entry-Only
Systems ....................................................................................................................5
(g) Payments to Cede & Co. ..........................................................................................6
(h) DTC Blanket Letter of Representations ...................................................................6
(i) Cancellation of Initial Bond .....................................................................................6
Section 6. FORM OF BOND ....................................................................................................6
Section 7. PLEDGE OF PLEDGED REVENUES. ..................................................................6
Section 8. SPECIAL FUNDS ...................................................................................................7
Section 9. REVENUE FUND ...................................................................................................7
Section 10. FLOW OF FUNDS ..................................................................................................7
Section 11. INTEREST AND SINKING FUND. .......................................................................8
Section 12. RESERVE FUND ....................................................................................................8
Section 13. EXCESS BOND PROCEEDS. ..............................................................................11
Section 14. DEFICIENCIES - EXCESS PLEDGED OR NET REVENUES ..........................11
Section 15. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF
INVESTMENT INCOME. ....................................................................................12
Section 16. PAYMENT OF PARITY OBLIGATIONS. ..........................................................12
Section 17. RATES AND CHARGES......................................................................................12
Section 18. GENERAL COVENANTS ....................................................................................13
(a) Performance ...........................................................................................................13
(b) City's Legal Authority ............................................................................................13
(c) Title ........................................................................................................................14
(d) Liens .......................................................................................................................14
(e) Operation of System; No Free Service ..................................................................14
Attachment number 1 \nPage 2 of 57
Item # C
GTOWN\USRB\2014A: Ordinance ii
(f) Further Encumbrance .............................................................................................14
(g) Sale or Disposal of Property ..................................................................................14
(h) Insurance ................................................................................................................15
(i) Governmental Agencies .........................................................................................16
(j) No Competition ......................................................................................................16
(k) Disaggregation of System ......................................................................................16
Section 19. RECORDS AND ACCOUNTS - ANNUAL AUDIT ...........................................17
Section 20. COVENANTS REGARDING TAX EXEMPTION OF INTEREST
ON THE BONDS ..................................................................................................17
(a) Covenants ...............................................................................................................17
(b) Rebate Fund ...........................................................................................................18
(c) Proceeds .................................................................................................................19
(d) Allocation Of, and Limitation On, Expenditures for the Project ...........................19
(e) Disposition of Project ............................................................................................20
(f) Reimbursement ......................................................................................................20
Section 21. CONTINUING DISCLOSURE UNDERTAKING ...............................................20
(a) Annual Reports ......................................................................................................20
(b) Event Notices .........................................................................................................20
(c) Limitations, Disclaimers, and Amendments ..........................................................21
Section 22. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS .................................23
Section 23. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY
OBLIGATIONS .....................................................................................................23
Section 24. ISSUANCE OF SUBORDINATE LIEN OBLIGATIONS ...................................24
Section 25. ISSUANCE OF SPECIAL PROJECT OBLIGATIONS .......................................24
Section 26. LIMITED OBLIGATIONS OF THE CITY ..........................................................24
Section 27. SECURITY FOR FUNDS .....................................................................................25
Section 28. DEFAULT AND REMEDIES ...............................................................................25
Section 29. DEFEASANCE OF BONDS .................................................................................25
Section 30. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS ..................................................................................................................27
(a) Replacement Bonds ...............................................................................................27
(b) Application for Replacement Bonds ......................................................................27
(c) No Default Occurred ..............................................................................................28
(d) Charge for Issuing Replacement Bonds .................................................................28
(e) Authority for Issuing Replacement Bonds .............................................................28
Section 31. AMENDMENT OF ORDINANCE .......................................................................28
Section 32. SALE AND DELIVERY OF BONDS ..................................................................31
Section 33. CUSTODY, APPROVAL AND REGISTRATION OF BONDS;
BOND COUNSEL'S OPINION, BOND INSURANCE AND
CUSIP NUMBERS ................................................................................................31
Section 34. APPROVAL OF OFFICIAL STATEMENT ........................................................31
Section 35. ADDITIONAL INSURANCE PROVISIONS ......................................................31
Section 36. NO RECOURSE AGAINST CITY OFFICIALS ..................................................31
Section 37. FURTHER ACTIONS ...........................................................................................31
Section 38. INTERPRETATIONS ...........................................................................................32
Attachment number 1 \nPage 3 of 57
Item # C
GTOWN\USRB\2014A: Ordinance iii
Section 39. INCONSISTENT PROVISIONS ..........................................................................32
Section 40. INTERESTED PARTIES ......................................................................................32
Section 41. INCORPORATION OF RECITALS .....................................................................32
Section 42. SEVERABILITY ...................................................................................................33
Section 43. EFFECTIVE DATE ...............................................................................................33
Section 44. PERFECTION .......................................................................................................33
Section 45. PAYMENT OF ATTORNEY GENERAL FEE ....................................................33
Exhibit A Definitions
Exhibit B Form of Bond
Exhibit C Description of Annual Financial Information
Attachment number 1 \nPage 4 of 57
Item # C
GTOWN\USRB\2014A: Ordinance
ORDINANCE NO. ______________
ORDINANCE AUTHORIZING CITY OF GEORGETOWN, TEXAS UTILITY SYSTEM
REVENUE BONDS, SERIES 2014A; AUTHORIZING THE PLEDGE OF CERTAIN
REVENUES IN SUPPORT OF THE BONDS; APPROVING A PAYING
AGENT/REGISTRAR AGREEMENT, AN OFFICIAL STATEMENT AND OTHER
RELATED DOCUMENTS; AND AUTHORIZING OTHER MATTERS RELATED TO
THE ISSUANCE OF THE BONDS
THE STATE OF TEXAS '
COUNTY OF WILLIAMSON '
CITY OF GEORGETOWN '
WHEREAS, the City of Georgetown, Texas (the "City") has determined it to be in the
best interest of the City to issue revenue bonds for the purpose of improving and extending the
City’s utility system including purchasing the Chisholm Trail Special Utility District’s interest in
the Lake Georgetown Treatment Plant and any costs of issuance, and the City Council deems it
necessary and desirable to issue such bonds at this time; and
WHEREAS, the Bonds (hereinafter defined) authorized by this Ordinance are being
issued and delivered pursuant to the City Charter and Chapter 1502, Texas Government Code, as
amended, and any other applicable laws; and
WHEREAS, it is hereby officially found and determined that the meeting at which this
Ordinance was passed was open to the public, and public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 551, Texas Government Code; and
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS THAT:
Section 1. DEFINITIONS. For all purposes of this Ordinance, except as otherwise
expressly provided or unless the context otherwise requires, the terms defined in Exhibit "A" to
this Ordinance have the meanings assigned to them in Exhibit "A".
Section 2. AMOUNT AND PURPOSE OF THE BONDS. (a) The bond or bonds of
the City further described in Section 3 of this Ordinance and herein defined as the Bonds are
hereby authorized to be issued and delivered in the aggregate principal amount of $5,350,000
FOR THE PURPOSE OF (I) PURPOSE OF IMPROVING AND EXTENDING THE
CITY’S UTILITY SYSTEM INCLUDING PURCHASING THE CHISHOLM TRAIL
SPECIAL UTILITY DISTRICT’S INTEREST IN THE LAKE GEORGETOWN
TREATMENT PLANT AND (II) PAYING THE COSTS ASSOCIATED WITH THE
ISSUANCE OF THE BONDS.
(b) Vision Statement. The City Council hereby finds that the enactment of this
Ordinance and issuance of the Bonds complies with the Vision Statement of the City.
Attachment number 1 \nPage 5 of 57
Item # C
GTOWN\URB\2014A: Ordinance 2
Section 3. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND
MATURITIES OF THE BONDS. Each bond issued pursuant to this Ordinance for the
purpose described in Section 2 of this Ordinance shall be designated: "CITY OF
GEORGETOWN, TEXAS UTILITY SYSTEM REVENUE BOND, SERIES 2014A," and
initially there shall be issued, sold, and delivered hereunder fully registered bonds, without
interest coupons, dated August 1, 2014, in the respective denominations and principal amounts
hereinafter stated, numbered consecutively from R-1 upward (except the initial Bond delivered
to the Attorney General of the State of Texas which shall be numbered T-1), payable to the
respective initial registered owners thereof (as designated in Section 32 hereof), or to the
registered assignee or assignees of said bonds or any portion or portions thereof (in each case,
the "Registered Owner"), and the Bonds shall mature and be payable serially on August 15 in
each of the years and in the principal amounts, respectively, as set forth in the following
schedule:
Year
Principal Year Principal
2015 $ 2024 $
2016 2025
2017 2026
2018 2027
2019 2028
2020 2029
2021 2030
2022 2031
2023
Section 4. INTEREST. The Bonds scheduled to mature during the years, respectively,
set forth below shall bear interest from the Date of Initial Delivery specified in the FORM OF
BOND set forth in Exhibit "B" to this Ordinance to their respective dates of maturity or
redemption prior to maturity in the manner and at the following rates per annum:
Year
Rate Year Rate
2015 2024
2016 2025
2017 2026
2018 2027
2019 2028
2020 2029
2021 2030
2022 2031
2023
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.
Attachment number 1 \nPage 6 of 57
Item # C
GTOWN\URB\2014A: Ordinance 3
Section 5. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, and
Exchange; Authentication. The City shall keep or cause to be kept at The Bank of New York
Mellon Trust Company, National Association in Dallas, Texas (the "Paying Agent/Registrar")
books or records for the registration of the transfer, conversion and exchange of the Bonds (the
"Registration Books"), and the City hereby appoints the Paying Agent/Registrar as its registrar
and transfer agent to keep such books or records and make such registrations of transfers,
conversions and exchanges under such reasonable regulations as the City and Paying
Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations,
transfers, conversions and exchanges as herein provided within three days 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 each Bond to which payments with respect to the Bonds
shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify
the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such
interest payments shall not be mailed unless such notice has been given. The City shall have the
right to inspect the Registration Books during regular business hours of the Paying
Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books
confidential and, unless otherwise required by law, shall not permit their inspection by any other
entity. The Paying Agent/Registrar shall make a copy of the Registration Books available in the
State of Texas. The City shall pay the Paying Agent/Registrar's standard or customary fees and
charges for making such registration, transfer, conversion, exchange and delivery of a substitute
Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds
shall be made in the manner provided and with the effect stated in the FORM OF BOND set
forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it
from each other Bond.
Except as provided in (c) below, an authorized representative of the Paying
Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the Paying
Agent/Registrar's Authentication Certificate, and no such Bond shall be deemed to be issued or
outstanding unless such certificate is so executed. The Paying Agent/Registrar promptly shall
cancel all paid Bonds and Bonds surrendered for transfer and exchange. No additional
ordinances, orders or resolutions need be passed or adopted by the governing body of the City or
any other body or person so as to accomplish the foregoing conversion and exchange of any
Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution
and delivery of the substitute Bonds in the manner prescribed herein, and the Bonds shall be of
type composition printed on paper with lithographed or steel engraved borders of customary
weight and strength. Pursuant to Chapter 1206, Texas Government Code, as amended, and
particularly Subchapter B thereof, the duty of conversion and exchange of Bonds as aforesaid is
hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the Bond, the
converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner
and with the same effect as the Bonds which initially were issued and delivered pursuant to this
Ordinance, approved by the Attorney General, and registered by the Comptroller of Public
Accounts.
(b) Payment of Bonds and Interest. The City hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds,
Attachment number 1 \nPage 7 of 57
Item # C
GTOWN\URB\2014A: Ordinance 4
all as provided in this Ordinance. The Paying Agent/ Registrar shall keep proper records of all
payments made by the City and the Paying Agent/Registrar with respect to the Bonds.
(c) In General. The City hereby further appoints the Paying Agent/Registrar to act as the
paying agent for paying the principal of and interest on the Bonds, all as provided in this
Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the
City and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and
exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in
the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days
thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest
have been received from the City. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date) shall
be sent at least five (5) business days prior to the Special Record Date by United States mail,
first-class postage prepaid, to the address of each Registered Owner appearing on the
Registration Books at the close of business on the last business day next preceding the date of
mailing of such notice.
(d) Substitute Paying Agent/Registrar. The City covenants with the registered owners of
the Bonds that at all times while the Bonds are outstanding the City will provide a competent and
legally qualified bank, trust company, financial institution or other entity to act as and perform
the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The City reserves the right to, and may, at its option change
the Paying Agent/Registrar upon not less than 30 days written notice to the Paying
Agent/Registrar, to be effective at such time which will not disrupt or delay payment on the next
principal or interest payment date after such notice. In the event that the entity at any time acting
as Paying Agent/Registrar (or its successor by merger, acquisition or other method) should resign
or otherwise cease to act as such, the City covenants that promptly it will appoint a competent
and legally qualified bank, trust company, financial institution or other agency to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the
previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a
copy thereof), along with all other pertinent books and records relating to the Bonds, to the new
Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying
Agent/Registrar, the City promptly will cause a written notice thereof to be sent by the new
Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class
postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By
accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to
have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be
delivered to each Paying Agent/Registrar.
(e) Book-Entry-Only System for Bonds. The Bonds issued in exchange for the Bonds
initially issued to the purchaser specified in Section 32 herein shall be initially issued in the form
of a separate single fully registered Bond for each of the maturities thereof. Upon initial
issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as
nominee of The Depository Trust Company of New York ("DTC"), and except as provided in
Attachment number 1 \nPage 8 of 57
Item # C
GTOWN\URB\2014A: Ordinance 5
subsection (f) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co.,
as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
City and the Paying Agent/Registrar shall have no responsibility or obligation to any securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations
on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the
clearance and settlement of securities transactions among DTC Participants or to any person on
behalf of whom such DTC Participant holds an interest in the Bonds. Without limiting the
immediately preceding sentence, the City and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or
any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any
DTC Participant or any other person, other than a registered owner of the Bonds, as shown on
the Registration Books, of any notice with respect to the Bonds or (iii) the payment to any DTC
Participant or any other person, other than a registered owner of Bonds, as shown in the
Registration Books of any amount with respect to principal of or interest on the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of
payment of principal and interest with respect to such Bond, for the purpose of registering
transfers with respect to such Bond and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of
the registered owners, as shown in the Registration Books as provided in this Ordinance, or their
respective attorneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations with respect to payment of principal
of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a
registered owner, as shown in the Registration Books, shall receive a Bond certificate evidencing
the obligation of the City to make payments of principal and interest pursuant to this Ordinance.
Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in
this Ordinance with respect to interest checks being mailed to the registered owner at the close of
business on the Record Date, the words "Cede & Co." in this Ordinance shall refer to such new
nominee of DTC.
(f) Successor Securities Depository; Transfers Outside Book-Entry-Only Systems. In the
event that the City determines to discontinue the use of the Book-Entry-Only System through
DTC, or DTC determines to discontinue providing its services with respect to the Bonds, the
City shall (i) appoint a successor securities depository, qualified to act as such under Section
17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants of the appointment of such successor securities depository and transfer one or more
separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants
of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC
Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no
longer be restricted to being registered in the Registration Books in the name of Cede & Co., as
nominee of DTC, but may be registered in the name of the successor securities depository, or its
Attachment number 1 \nPage 9 of 57
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nominee, or in whatever name or names registered owners transferring or exchanging Bonds
shall designate, in accordance with the provisions of this Ordinance. Whenever a successor
securities depository has been appointed pursuant to this paragraph, the terms DTC and DTC
Participant as used in this Ordinance shall refer to such successor securities depository and its
participants, respectively.
(g) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to
the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee for DTC,
all payments with respect to principal of and interest on such Bond and all notices with respect to
such Bond shall be made and given, respectively, in the manner provided in the representation
letter of the City to DTC.
(h) DTC Blanket Letter of Representations. The City confirms execution of a Blanket
Letter of Representations with DTC establishing the Book-Entry-Only System which will be
utilized with respect to the Bonds.
(i) Cancellation of Initial Bond. On the closing date, one Initial Bond representing
the entire principal amount of the Bonds, payable in stated installments to the order of the
purchaser of the Bonds or its designee set forth in Section 32 of this Ordinance, executed by
manual or facsimile signature of the Mayor or Mayor Pro-tem and City Secretary, approved by
the Attorney General of Texas, and registered and manually signed by the Comptroller of Public
Accounts of the State of Texas, will be delivered to such initial purchaser set forth in Section 32
of this Ordinance or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar
shall cancel the Initial Bond and deliver to DTC on behalf of such purchaser one registered
definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all
the Bonds for such maturity.
Section 6. FORM OF BOND. The form of each Bond, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of
Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be
attached only to the Bonds initially issued and delivered pursuant to this Ordinance, shall be,
respectively, substantially in the form set forth in Exhibit "B" hereto, with such appropriate
variations, omissions or insertions as are permitted or required by this Ordinance.
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.
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Section 8. SPECIAL FUNDS. The City confirms the establishment and maintenance
on the books of the City, so long as any of the Parity Obligations are outstanding and unpaid, of
the below limited Special Funds:
(a) City of Georgetown, Texas Utility System Revenue Fund, hereinafter called the
"Revenue Fund."
(b) City of Georgetown, Texas Utility System Revenue Bonds Interest and Sinking
Fund, hereinafter called the "Interest and Sinking Fund."
Though all of such funds may be subaccounts of the City's General Fund held by the City's
depository, and, as such, not held in separate bank accounts, such treatment shall not constitute a
commingling of the monies in such Funds or of such Funds and the City shall keep full and
complete records indicating the monies and investments credited to each of such Funds.
Section 9. REVENUE FUND. The City hereby covenants, agrees and establishes that
the Gross Revenues shall be deposited and credited to the Revenue Fund immediately as
collected and received. All Maintenance and Operating Expenses are and shall be paid from
such Gross Revenues as a first charge against same.
Section 10. FLOW OF FUNDS. All Gross Revenues deposited and credited to the
Revenue Fund shall be pledged and appropriated to the extent required for the following uses
and in the order of priority shown:
FIRST: to the payment of all necessary and reasonable Maintenance and Operating
Expenses as defined herein or required by statute, including, but not limited to, Chapter
1502, Texas Government Code, as amended, to be a first charge on and claim against the
Gross Revenues, including a two (2)-month reserve amount based upon the budgeted
amount of Maintenance and Operating Expenses for the current Fiscal Year, which
amount shall be retained in the Revenue Fund.
SECOND: to the payment of the amounts required to be deposited and credited to the
Interest and Sinking Fund created and established for the payment of the Bonds, the
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.
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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.
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 Bonds and the Outstanding Parity Obligations equal to the Average Annual Debt
Service Requirements of the Bonds 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 Bonds and the Outstanding
Parity Obligations, when and to the extent other funds available for such purposes are
insufficient, (ii) to make Reserve Fund Obligation Payments and (iii) to retire the last Stated
Maturity or Stated Maturities of or interest on the Bonds and the Outstanding Parity Obligations.
(b) When and for so long as the cash, investments and Reserve Fund Obligations in the
Reserve Fund equal the Required Reserve Amount, no deposits need be made to the credit of the
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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 August 15 and February 15 until the Required Reserve Amount has been fully
restored; provided, however, that no such deposits shall be made into the Reserve Fund during
any six month period beginning on August 15 and February 15 until there has been deposited
into the Interest and Sinking Fund the full amount required to be deposited therein by the next
following August 15 and February 15, as the case may be. In addition, in the event that a portion
of the Required Reserve Amount is represented by a Reserve Fund Obligation, the Required
Reserve Amount shall be restored as soon as possible 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 August 15 and February 15, as the case may be. The City further covenants and
agrees that, subject only to the prior deposits and credits to be made to the Interest and Sinking
Fund, the Pledged Revenues shall be applied and appropriated and used to establish and maintain
the Required Reserve Amount, including by paying Reserve Fund Obligation Payments when
due, and any reserve established for the benefit of any issue or series of Additional Parity
Obligations and to cure any deficiency in such amounts as required by the terms of this
Ordinance and any other ordinance pertaining to the issuance of Additional Parity Obligations.
During such time as the Reserve Fund contains the Required Reserve Amount, the
obligation to maintain the Required Reserve Amount has been suspended pursuant to subsection
(d) below or any cash is replaced with a Reserve Fund Obligation pursuant to subsection (c)
below, the City may, at its option, withdraw all surplus funds in the Reserve Fund and deposit
such surplus in the Interest and Sinking Fund or otherwise use such amount in any manner
permitted by law.
(c) A Reserve Fund Obligation issued in an amount equal to all or part of the Required
Reserve Amount for the Bonds and the Outstanding 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 Bonds 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
Attachment number 1 \nPage 13 of 57
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GTOWN\URB\2014A: Ordinance 10
(i) such time as the Reserve Fund contains the Required Reserve Amount or (ii) the Net
Revenues in each of two consecutive years have been equal to not less than 1.35 times the
Average Annual Debt Service Requirements.
(e) A Reserve Fund Obligation permitted under (a) above, must be in the form of a
surety bond or insurance policy meeting the requirements described below.
(1) (i) A surety bond or insurance policy issued to the Paying Agent/Registrar, as agent of
the Holders, by a company licensed to issue an insurance policy guaranteeing the timely
payment of debt service on the 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 the Paying
Agent/Registrar, as agent of the Holders, by an entity other than a municipal bond
insurer, if the form and substance of such instrument and the issuer thereof shall be
approved in writing by each Bond Insurer of record.
(2) The obligation to reimburse the issuer of a Reserve Fund Obligation for any claims or
draws upon such Reserve Fund Obligation in accordance with its terms, including
expenses incurred in connection with such claims or draws, to the extent permitted by
law, (a Reserve Fund Obligation Payment) shall be made from the deposits made to the
Reserve Fund as provided in this Section and in Section 10. The Reserve Fund
Obligation shall provide for a revolving feature under which the amount available
thereunder will be reinstated to the extent of any reimbursement of draws or claims paid.
If the revolving feature is suspended or terminated for any reason, the right of the issuer
of the Reserve Fund Obligation to reimbursement will be subordinated to the cash
replenishment of the Reserve Fund to an amount equal to the difference between the full
original amount available under the Reserve Fund Obligation and the amount then
available for further draws or claims. In the event (a) the issuer of a Reserve Fund
Obligation becomes insolvent, or (b) the issuer of a Reserve Fund Obligation defaults in
its payment obligations thereunder, or (c) the claims paying ability of the issuer of the
insurance policy or surety bond falls below "AAA" or "Aaa", by S&P and Moody's,
respectively, the obligation to reimburse the issuer of the Reserve Fund Obligation shall
be subordinated to the cash replenishment of the Reserve Fund.
(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
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Obligation becomes insolvent, the City shall either (i) deposit into the Reserve Fund, in
accordance with this Section, amounts sufficient to cause the cash or investments on
deposit in the Reserve Fund to accumulate to the Required Reserve Amount, or (ii)
replace such instrument with a surety bond or insurance policy meeting the requirements
of 1 and 2 above within six months of such occurrence.
(4) The Paying Agent/Registrar shall ascertain the necessity for a claim or draw upon
any Reserve Fund Obligation and provide notice to the issuer of the Reserve Fund
Obligation in accordance with its terms not later than three days (or such appropriate time
period as will, when combined with the timing of required payment under the Reserve
Fund Obligation, ensure payment under the Reserve Fund Obligation on or before the
interest payment date) prior to each date upon which the principal of or interest on the
Parity Obligations will be due.
It is recognized that a Reserve Fund Obligation may be issued which is payable only
with respect to a part of the Bonds and the Outstanding Parity Obligations with the remainder of
the Required Reserve Amount being satisfied by monies and investments and in that case any
draws upon the Reserve Fund will have to be made on a pro-rata basis to ensure that every Parity
Obligation enjoys an equal amount of security. Therefore, (i) draws upon one or more such
Reserve Fund Obligations shall be made on a pro-rata basis with cash and investments available
in the Reserve Fund and (ii) deposits and credits to the Reserve Fund to restore it to the Required
Reserve Amount shall be utilized on a pro-rata basis to pay Reserve Fund Obligation Payments
to reimburse the issuers of the Reserve Fund Obligations, thus restoring that part of the Required
Reserve Amount, and to restore with cash and investments the balance of the Required Reserve
Amount.
Section 13. EXCESS BOND PROCEEDS. Any proceeds of 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
Attachment number 1 \nPage 15 of 57
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GTOWN\URB\2014A: Ordinance 12
Obligations hereafter issued by the City, the excess Net Revenues may be used for any lawful
purpose.
Section 15. INVESTMENT OF FUNDS - VALUATION - TRANSFER OF
INVESTMENT INCOME. (a) Money in the Revenue Fund, the Interest and Sinking Fund and
the Reserve Fund may, at the option of the City, be invested in Permitted Investments; provided
that all such deposits and investments shall be made in such manner that the money required to
be expended from any fund will be available at the proper time or times. All such investments
shall be valued in terms of current market value no less frequently than the last business day of
the City's Fiscal Year, except that any direct obligations of the United States of America - State
and Local Government Series shall be continuously valued at their par value or principal face
amount. Any obligation in which money is so invested shall be kept and held at the Depository,
except as otherwise permitted by the laws applicable to the City. For purposes of maximizing
investment returns, money in such funds may be invested, together with money in other funds or
with other money of the City, in common investments of the kind described above, or in a
common pool of such investments held by the City or its designated agent, which shall not be
deemed to be or constitute a commingling of such money or funds provided that safekeeping
receipts or certificates of participation clearly evidencing the investment or investment pool in
which such money is invested and the share thereof purchased with such money or owned by
such fund are held by or on behalf of each such fund. If necessary, such investments shall be
promptly sold to prevent any default.
(b) All interest and income derived from such investments (other than interest and
income derived from amounts credited to the Reserve Fund if the Reserve Fund does not contain
the Required Reserve Amount) shall be credited to the Revenue Fund semi-annually and shall
constitute Gross Revenues.
Section 16. PAYMENT OF PARITY OBLIGATIONS. While any of the Parity
Obligations are outstanding, the City shall transfer to the respective paying agent/registrar
therefor, from funds on deposit in and credited to the Interest and Sinking Fund, and, if
necessary, in the Reserve Fund, amounts sufficient to fully pay and discharge promptly the
interest on and principal of the Parity Obligations as shall become due on each interest or
principal payment date, or date of redemption of the Parity Obligations; such transfer of funds
must be made in such manner as will cause immediately available funds to be deposited with
each respective paying agent/registrar for the Parity Obligations not later than the business day
next preceding the date such payment is due on the Parity Obligations. The Paying
Agent/Registrar shall destroy all paid Parity Obligations and furnish the City with an appropriate
certificate of cancellation or destruction.
Section 17. RATES AND CHARGES. For the benefit of the Holders of the Parity
Obligations and in addition to all provisions and covenants in the laws of the State of Texas and
in this Ordinance, the City hereby expressly stipulates and agrees, while any of the Parity
Obligations are outstanding, to establish and maintain rates and charges for facilities and services
afforded by the System that are reasonably expected, on the basis of available information and
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experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal
Year reasonably anticipated to be sufficient:
A. to pay Maintenance and Operating Expenses;
B. to produce Pledged Revenues at least equal to the greater of 1.25 times the Average
Annual Debt Service Requirements or 1.10 times the Maximum Annual Debt Service
Requirements;
C. to produce Pledged Revenues in amounts sufficient to enable the City to make the
deposits and credits, if any, from Pledged Revenues (i) to the Reserve Fund to restore the
Required Reserve Amount in accordance with Section 12 of this Ordinance, including the
payment of any Reserve Fund Obligation Payment then due, and (ii) to other reserve funds to
establish or restore the reserve securing any issue or series of Additional Parity Obligations;
D. to produce Pledged Revenues, together with any other lawfully available funds
(including the proceeds of Debt which the City expects will be utilized to pay all or part of the
principal of and/or interest on any obligations described in this subsection D), sufficient to pay
the principal of and interest on any Subordinate Lien Obligations issued by the City and the
amounts required to be deposited in any reserve or contingency fund created for the payment and
security of the Subordinate Lien Obligations and any other obligations or evidences of
indebtedness issued or incurred that are payable from, in whole or in part, a subordinate lien on
and pledge of the Pledged Revenues; and
E. to pay any other Debt payable from the Pledged Revenues and/or secured by a lien on
the Pledged Revenues.
Should the annual audit report required by Section 19 hereof reflect that the Pledged
Revenues for the Fiscal Year covered thereby were less than necessary to meet the requirements
of this Section, the City Council will review the operations of the System and the rates and
charges for services provided, and the City Council will make the necessary adjustments or
revisions, if any, in order that the Pledged Revenues for the succeeding year will be sufficient to
satisfy the foregoing coverage requirements.
Section 18. GENERAL COVENANTS. The City further covenants and agrees that in
accordance with and to the extent required or permitted by law:
(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.
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(b) City's Legal Authority. It is a duly created and existing home rule city of the State of
Texas, and is duly authorized under the laws of the State of Texas to create and issue the Bonds;
that all action on its part for the creation and issuance of the Bonds has been duly and effectively
taken, and that the Bonds in the hands of the Holders thereof are and will be valid and
enforceable special obligations of the City in accordance with their terms.
(c) Title. It has or will obtain lawful title to the lands, buildings, structures and facilities
constituting the System, that it warrants that it will defend the title to all the aforesaid lands,
buildings, structures and facilities, and every part thereof, for the benefit of the Holders of the
Bonds, the Previously Issued Parity Obligations and Additional Parity Obligations, against the
claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the
Pledged Revenues to the payment of the Bonds, the Previously Issued Parity Obligations and
Additional Parity Obligations in the manner prescribed herein, and has lawfully exercised such
rights.
(d) Liens. It will from time to time and before the same become delinquent pay and
discharge all taxes, assessments and governmental charges, if any, which shall be lawfully
imposed upon it, or the System; it will pay all lawful claims for rents, royalties, labor, materials
and supplies which if unpaid might by law become a lien or charge thereon, the lien of which
would be prior to or interfere with the liens hereof, so that the priority of the liens granted
hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer
to be created any mechanic's, laborer's, materialman's or other lien or charge which might or
could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof
might or could be impaired; provided, however, that no such tax, assessment or charge, and that
no such claims which might be used as the basis of a mechanic's, laborer's, materialman's or
other lien or charge, shall be required to be paid so long as the validity of the same shall be
contested in good faith by the City.
(e) Operation of System; No Free Service. It will, while the Parity Obligations are
outstanding and unpaid, continuously and efficiently operate the System, and shall maintain the
System in good condition, repair and working order, all at reasonable cost. No free service of the
System shall be allowed, and should the City or any of its agencies or instrumentalities make use
of the services and facilities of the System, payment of the reasonable value shall be made by the
City out of funds from sources other than the Gross Revenues of the System, unless made from
surplus or excess Pledged Revenues as 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.
Attachment number 1 \nPage 18 of 57
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(g) Sale or Disposal of Property. While the Parity Obligations are outstanding and
unpaid, it will not sell, convey, mortgage, encumber, lease or in any manner transfer title to, or
otherwise dispose of the System, or any significant or substantial part thereof; provided that
whenever the City deems it necessary to dispose of any other property, machinery, fixtures or
equipment, it may sell or otherwise dispose of such property, machinery, fixtures or equipment
when it has made arrangements to replace the same or provide substitutes therefor, unless it is
determined that no such replacement or substitute is necessary; and, provided further, that the
City retains the right to sell, convey, mortgage, encumber, lease or otherwise dispose of any
significant or substantial part of the System if (i) the City Manager delivers a certificate to the
City Council to the effect that, following such action by the City, the System is expected to
produce Gross Revenues in amounts sufficient in each Fiscal Year while any of the Parity
Obligations are to be outstanding to comply with the obligations of the City contained in this
Ordinance and in the ordinances authorizing the issuance of Additional Parity Obligations;
(ii) the City Council makes a finding and determination to the same effect as the certificate of the
City Manager set forth in (i) above and (iii) each Rating Agency then maintaining a rating on any
Parity Obligation delivers a letter to the City to the effect that such sale, conveyance, mortgage,
encumbrance, lease or other disposition will not cause the Rating Agency to withdraw or lower
the rating then in effect. Proceeds from any sale hereunder not used to replace or provide for
substitution of such property sold, shall be used for improvements to the System or to purchase
or redeem Parity Obligations.
(h) Insurance. (1) It shall cause to be insured such parts of the System as would usually
be insured by municipal corporations operating like properties, with a responsible insurance
company or companies, against risks, accidents or casualties against which and to the extent
insurance is usually carried by municipal corporations operating like properties, including, to the
extent reasonably obtainable, fire and extended coverage insurance, insurance against damage by
floods, and use and occupancy insurance. Public liability and property damage insurance shall
also be carried unless the City Attorney of the City gives a written opinion to the effect that the
City is not liable for claims which would be protected by such insurance. At any time while any
contractor engaged in construction work shall be fully responsible therefor, the City shall not be
required to carry insurance on the work being constructed if the contractor is required to 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
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occasion the principal of any such series is not subject to redemption, it shall not be
regarded as Outstanding in making the foregoing computation; or
(ii) if none of the Outstanding Parity Obligations is subject to redemption, then
for the purchase on the open market and retirement of said Parity Obligations in the same
proportion as prescribed in the foregoing clause (i), to the extent practicable; provided
that the purchase price for any Parity Obligation shall not exceed the redemption price of
such Parity Obligation on the first date upon which it becomes subject to redemption; or
(iii) to the extent that the foregoing clauses (i) and (ii) cannot be complied with at
the time, the insurance proceeds, or the remainder thereof, shall be deposited in a special
and separate trust fund, at an official depository of the City, to be designated the
Insurance Account. The Insurance Account shall be held until such time as the foregoing
clauses (i) and/or (ii) can be complied with, or until other funds become available which,
together with the Insurance Account, will be sufficient to make the repairs or
replacements originally required, whichever of said events occurs first.
(2) The foregoing provisions of (1) above notwithstanding, the City shall have
authority to enter into coinsurance or similar plans where risk of loss is shared in whole
or in part by the City.
(3) The annual audit hereinafter required shall contain a section commenting on
whether or not the City has complied with the requirements of this Section with respect to
the maintenance of insurance, and listing all policies carried, and whether or not all
insurance premiums upon the insurance policies to which reference is hereinbefore made
have been paid.
(4) The payment of premiums for all insurance policies required under the provisions
hereof and the costs associated with the maintenance of any self-insurance program shall
be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be
construed as requiring the City to expend any funds which are derived from sources other
than the operation of the System, but nothing herein shall be construed as preventing the
City from doing so.
(i) Governmental Agencies. It will comply with all of the terms and conditions of any
and all franchises, permits and authorizations applicable to or necessary with respect to the
System, and which have been obtained from any governmental agency; and the City has or will
obtain and keep in full force and effect all franchises, permits, authorization and other
requirements applicable to or necessary with respect to the acquisition, construction, equipment,
operation and maintenance of the System.
(j) 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
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in" to electric competition in accordance with State law if "opting in" will not materially
adversely impact the Net Revenues of the System as evidenced by a certification of the City
Manager.
(k) Disaggregation of System. The City retains the right to disaggregate the System into
one or more independent resulting systems if (i) the City Manager delivers a certificate to the
City Council to the effect that, following such action by the City, the remaining System is
expected to produce Gross Revenues in amounts sufficient in each Fiscal Year while any of the
Parity Obligations are to be outstanding to comply with the obligations of the City contained in
this Ordinance and in the ordinances authorizing the Previously Issued 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 accounting principles, consistently applied, and by Sections 1502.067 and 1502.068,
Texas Government Code, as amended, or other applicable law. The Holders of the Parity
Obligations or any duly authorized agent or agents of such Holders shall have the right to inspect
the System and all properties comprising the same. The City further agrees that, following the
close of each Fiscal Year, the City will cause an audit report of such records and accounts to be
made by an Accountant. Copies of each annual audit shall be made available for public
inspection during normal business hours at the City's principal office and the City Secretary's
office and may be furnished to, upon written request, any Holder upon payment of the reasonable
copying and mailing charges. Expenses incurred in making the annual audit of the operations of
the System shall be considered as Maintenance and Operating Expenses.
Section 20. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON
THE BONDS. (a) Covenants. The City covenants to take any action necessary to assure, or
refrain from any action which would adversely affect, the treatment of the Bonds as obligations
described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the
interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the City covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the
Bonds or the projects financed or refinanced therewith (less amounts deposited to a
reserve fund, if any) are used for any "private business use," as defined in section
141(b)(6) of the Code or, if more than 10 percent of the proceeds of the Bonds or the
Refunded Obligations or the projects financed or refinanced therewith are so used, such
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amounts, whether or not received by the City, with respect to such private business use,
do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Bonds, in contravention of section 141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use"
described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the
Refunded Obligations or the projects financed or refinanced therewith (less amounts
deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a
"private business use" which is "related" and not "disproportionate," within the meaning
of section 141(b)(3) of the Code, to the governmental use;
(3) to take any action to assure that no amount which is greater than the lesser of
$5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a
reserve fund, if any) is directly or indirectly used to finance loans to persons, other than
state or local governmental units, in contravention of section 141(c) of the Code;
(4) to refrain from taking any action which would otherwise result in the Bonds
being treated as "private activity bonds" within the meaning of section 141(b) of the
Code;
(5) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to
acquire investment property (as defined in section 148(b)(2) of the Code) which produces
a materially higher yield over the term of the Bonds, other than investment property
acquired with --
(A) proceeds of the Bonds invested for a reasonable temporary period of 3 years
or less or, in the case of a refunding bond, for a period of 90 days or less until such
proceeds are needed for the purpose for which the Bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning of
section l.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 Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as
proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise
contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the
extent applicable, section 149(d) of the Code (relating to advance refundings); and
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(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90
percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to
pay to the United States of America, not later than 60 days after the Bonds have been
paid in full, 100 percent of the amount then required to be paid as a result of Excess
Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (8), a "Rebate
Fund" is hereby established by the City for the sole benefit of the United States of America, and
such fund shall not be subject to the claim of any other person, including without limitation the
owners of the Bonds. The Rebate Fund is established for the additional purpose of compliance
with section 148 of the Code.
(c) Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of
the Bonds. It is the understanding of the City that the covenants contained herein are intended to
assure compliance with the Code and any regulations or rulings promulgated by the U.S.
Department of the Treasury pursuant thereto. In the event that regulations or rulings are
hereafter promulgated which modify or expand provisions of the Code, as applicable to the
Bonds, the City will not be required to comply with any covenant contained herein to the extent
that such failure to comply, in the opinion of nationally recognized bond counsel, will not
adversely affect the exemption from federal income taxation of interest on the Bonds under
section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which
impose additional requirements which are applicable to the Bonds, the City agrees to comply
with the additional requirements to the extent necessary, in the opinion of nationally recognized
bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds
under section 103 of the Code. In furtherance of such intention, the City hereby authorizes and
directs the City Manager or the Chief Financial Officer to execute any documents, certificates or
reports required by the Code and to make such elections, on behalf of the City, which may be
permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
(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 2 of this Ordinance (the "Project") on its books and records in
accordance with the requirements of the Code. The City recognizes that in order for the
proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to
expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the
Project is completed; but in no event later than three years after the date on which the original
expenditure is paid. The foregoing notwithstanding, the City recognizes that in order for
proceeds to be expended under the Code, the sale proceeds or investment earnings must be
expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the
Bonds, or (2) the date the Bonds are retired. The City agrees to obtain the advice of nationally-
recognized bond counsel if such expenditure fails to comply with the foregoing to assure that
such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes of
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this subsection, the City shall not be obligated to comply with this covenant if it obtains an
opinion of nationally-recognized bond counsel to the effect that such failure to comply will not
adversely affect the excludability for federal income tax purposes from gross income of the
interest.
(e) Disposition of Project. The City covenants that the property constituting the 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 any action taken in connection with such disposition will not
adversely affect the tax-exempt status of the Bonds. For purpose of the foregoing, the City may
rely on an opinion of nationally-recognized bond counsel that the action taken in connection with
such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For
purposes of this subsection, the portion of the property comprising personal property and
disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of
cash or other compensation. For purposes of this subsection, the City shall not be obligated to
comply with this covenant if it obtains an opinion of nationally-recognized bond counsel to the
effect that such failure to comply will not adversely affect the excludability for federal income
tax purposes from gross income of the interest.
(f) Reimbursement. This ordinance is intended to satisfy the official intent requirements
set forth in section 1.150-2 of the Treasury Regulations.
Section 21. CONTINUING DISCLOSURE UNDERTAKING. (a) Annual Reports.
The City shall provide annually to the MSRB, in an electronic format as prescribed by the
MSRB, within six months after the end of any fiscal year, financial information and operating
data with respect to the City of the general type included in the final Official Statement
authorized by Section 34 of this Ordinance, being the information described in Exhibit "C"
hereto. Any financial statements to be so provided shall be (1) prepared in accordance with the
accounting principles described in Exhibit "C" hereto, or such other accounting principles as the
City may be required to employ from time to time pursuant to state law or regulation, and
(2) audited, if the City commissions an audit of such statements and the audit is completed
within the period during which they must be provided. If the audit of such financial statements is
not complete within such period, then the City shall provide unaudited financial statements
within such period, and audited financial statements for the applicable fiscal year to the MSRB,
when and if the audit report on such statements become available.
If the City changes its fiscal year, it will notify the MSRB of the change (and of the date
of the new fiscal year end) prior to the next date by which the City otherwise would be required
to provide financial information and operating data pursuant to this Section.
The financial information and operating data to be provided pursuant to this Section may
be set forth in full in one or more documents or may be included by specific reference to any
document that is available to the public on the MSRB's internet web site or filed with the SEC.
All documents provided to the MSRB pursuant to this Section shall be accompanied by
identifying information as prescribed by the MSRB.
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(b) Event Notices. The City shall notify the MSRB, in an electronic format as
prescribed by the MSRB, in a timely manner no in excess of ten business days after the
occurrence of the event, of any of the following events with respect to the Bonds:
A. Principal and interest payment delinquencies;
B. Non-payment related defaults, if material within the meaning of the
federal securities laws;
C. Unscheduled draws on debt service reserves reflecting financial
difficulties;
D. Unscheduled draws on credit enhancements reflecting financial
difficulties;
E. Substitution of credit or liquidity providers, or their failure to perform;
F. Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notices of Proposed Issue
(IRS Form 5701-TEB) or other material notices or determinations with
respect to the tax status of the Bonds, or other events affecting the tax
status of the Bonds;
G. Modifications to rights of holders of the Bonds, if material within the
meaning of the federal securities law;
H. Bond calls, if material within the meaning of the federal securities laws
and tender offers;
I. Defeasances;
J. Release, substitution, or sale of property securing repayment of the Bonds,
if material within the meaning of the federal securities laws;
K. Rating changes;
L. Bankruptcy, insolvency, receivership or similar event of the City;
M. The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, other
than in the ordinary course of business, the entry into a definitive
agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if
material within the meaning of the federal securities laws; and
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N. Appointment of a successor or additional trustee or the change of name of
a trustee, if material within the meaning of the federal securities laws.
The City shall notify the MSRB, in an electronic format as prescribed by the MSRB, in a
timely manner, of any failure by the City to provide financial information or operating data in
accordance with subsection (a) of this Section by the time required by such subsection. All
documents provided to the MSRB pursuant to this Section shall be accompanied by identifying
information as prescribed by the MSRB.
(c) Limitations, Disclaimers, and Amendments. The City shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the
City remains an "obligated person" with respect to the Bonds within the meaning of the Rule,
except that the City in any event will give notice of any deposit made in accordance with Section
29 of this Ordinance that causes the Bonds no longer to be outstanding.
The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or
any legal or equitable right, remedy, or claim hereunder to any other person. The City
undertakes to provide only the financial information, operating data, financial statements, and
notices which it has expressly agreed to provide pursuant to this Section and does not hereby
undertake to provide any other information that may be relevant or material to a complete
presentation of the City's financial results, condition, or prospects or hereby undertake to update
any information provided in accordance with this Section or otherwise, except as expressly
provided herein. The City does not make any representation or warranty concerning such
information or its usefulness to a decision to invest in or sell Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER
OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR
TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY
THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY
COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
No default by the City in observing or performing its obligations under this Section shall
comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Should the Rule be amended to obligate the City to make filings with or provide notices
to entities other than the MSRB, the City hereby agrees to undertake such obligation with respect
to the Bonds in accordance with the Rule as amended.
Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the City under federal and state securities laws.
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The provisions of this Section may be amended by the City from time to time to adapt to
changed circumstances that arise from a change in legal requirements, a change in law, or a
change in the identity, nature, status, or type of operations of the City, but only if (1) the
provisions of this Section, as so amended, would have permitted an underwriter to purchase or
sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account
any amendments or interpretations of the Rule since such offering as well as such changed
circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any
greater amount required by any other provision of this Ordinance that authorizes such an
amendment) of the outstanding Bonds consents to such amendment or (b) a person that is
unaffiliated with the City (such as nationally recognized bond counsel) determines that such
amendment will not materially impair the interest of the holders and beneficial owners of the
Bonds. If the City so amends the provisions of this Section, it shall include with any amended
financial information or operating data next provided in accordance with paragraph (a) of this
Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided. The City may also
amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or
repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that
such provisions of the Rule are invalid, but only if and to the extent that the provisions of this
sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the
primary offering of the Bonds.
Section 22. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. (a) The City
shall have the right and 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
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Parity Obligations and the amounts once deposited or credited to said reserve funds shall no
longer constitute Net Revenues and shall be held solely for the benefit of the Holders of the
particular Parity Obligations for which such reserve fund was established. Each such reserve
fund shall be designated in such manner as is necessary to identify the Parity Obligations it
secures and to distinguish such reserve fund from the Reserve Fund and the reserve funds created
for the benefit of other Parity Obligations.
Section 23. FURTHER REQUIREMENTS FOR ADDITIONAL PARITY
OBLIGATIONS. That Additional Parity Obligations shall be issued only in accordance with
this Ordinance, but notwithstanding any provisions of this Ordinance to the contrary, no
installment, Series or issue of Additional Parity Obligations shall be issued or delivered unless:
(a) The City Manager and the City Secretary of the City sign a written certificate to the
effect that the City is not in default as to any covenant, condition or obligation in connection with
all Outstanding Parity Obligations, and the ordinances authorizing same, and that the Interest and
Sinking Fund, the Reserve Fund and any reserve fund securing any other series or issue of Parity
Obligations each contains the amount then required to be therein.
(b) An Accountant signs and delivers to the City a written certificate to the effect that,
during either the next preceding Fiscal Year, or any twelve consecutive calendar month period
ending not more than ninety days prior to the date of the then proposed Additional Parity
Obligations, the Net Earnings were, in the opinion thereof, at least equal to the sum of 1.25 times
the Average Annual Debt Service Requirements (computed on a Fiscal Year basis), including
Amortization Installments, of the Parity Obligations and the Additional Parity Obligations to be
outstanding after the issuance of the then proposed Additional Parity Obligations and 1.10 times
the average annual debt service requirement (computed in the same manner as for Parity
Obligations) of the Subordinate Lien Obligations to be outstanding after the issuance of the then
proposed Additional Parity Obligations.
(c) In making a determination of Net Earnings for any of the purposes described in this
Section, the Accountant may take into consideration a change in the rates and charges for
services and facilities afforded by the System that became effective at least 60 days prior to the
last day of the period for which Net Earnings are determined and, for purposes of satisfying the
Net Earnings tests described above, make a pro forma determination of the Net Earnings of the
System for the period of time covered by said Accountant's certification or opinion based on
such change in rates and charges being in effect for the entire period covered by said
Accountant's certificate or opinion.
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,
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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
the laws of Texas for the security of public funds, and money on deposit in such Funds shall be
used only for the purposes permitted by this Ordinance.
Section 28. DEFAULT AND REMEDIES.
(a) Events of Default. Each of the following occurrences or events for the purpose of
this Ordinance is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds
when the same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or
obligation of the City, the failure to perform which materially, adversely affects the rights
of the Registered Owners of the Bonds, including, but not limited to, their prospect or
ability to be repaid in accordance with this Ordinance, and the continuation thereof for a
period of 60 days after notice of such default is given by any Registered Owner to the
City.
(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any
Registered Owner or an authorized representative thereof, including, but not limited to, a
trustee or trustees therefor, may proceed against the City, or any official, officer or
employee of the City in their official capacity, for the purpose of protecting and enforcing
the rights of the Registered Owners under this Ordinance, by mandamus or other suit,
action or special proceeding in equity or at law, in any court of competent jurisdiction,
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for any relief permitted by law, including the specific performance of any covenant or
agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or
in violation of any right of the Registered Owners hereunder or any combination of such
remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for
the equal benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any
other available remedy or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or under the Bonds or
now or hereafter existing at law or in equity; provided, however, that notwithstanding any
other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds
shall not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed
a waiver of any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such
Registered Owner agrees that the certifications required to effectuate any covenants or
representations contained in this Ordinance do not and shall never constitute or give rise
to a personal or pecuniary liability or charge against the officers, employees or trustees of
the City or the City Council.
(iv) None of the members of the City Council, nor any other official or officer,
agent, or employee of the City, shall be charged personally by the Registered Owners
with any liability, or be held personally liable to the Registered Owners under any term or
provision of this Ordinance, or because of any Event of Default or alleged Event of
Default under this Ordinance.
Section 29. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall
be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning
of this Ordinance, except to the extent provided in subsections (c) and (e) of this Section, when
payment of the principal of such Bond, plus interest thereon to the due date or dates (whether
such due date or dates be by reason of maturity, upon redemption, or otherwise) either (i) shall
have been made or caused to be made in accordance with the terms thereof (including the giving
of any required notice of redemption or the establishment of irrevocable provisions for the giving
of such 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
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for such payment and when proper arrangements have been made by the City with the Paying
Agent/Registrar or an eligible trust company or commercial bank for the payment of its services
until all Defeased Bonds shall have become due and payable or (3) any combination of (1) and
(2). At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid,
such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the
benefits of, the Pledged Revenues as provided in this Ordinance, and such principal and interest
shall be payable solely from such money or Defeasance Securities and thereafter the City will
have no further responsibility with respect to amounts available to such Paying Agent/Registrar
(or other financial institution permitted by applicable law) for the payment of such Defeased
Bond, including any insufficiency therein caused by the failure of the Paying Agent/Registrar (or
other financial institution permitted by law) to receive payment when due on the Defeasance
Securities.
(b) The deposit under clause (ii) of subsection (a) shall be deemed a payment of a Bond
as aforesaid when proper notice of redemption of such Bonds shall have been given or upon the
establishment of irrevocable provisions for the giving of such notice, in accordance with this
Ordinance. Any money so deposited with the Paying Agent/Registrar or an eligible trust
company or commercial bank as provided in this Section may at the discretion of the City also be
invested in Defeasance Securities, maturing in the amounts and at the times as hereinbefore set
forth, and all income from all Defeasance Securities in possession of the Paying Agent/Registrar
or an eligible trust company or commercial bank pursuant to this Section which is not required
for the payment of such Bond and premium, if any, and interest thereon with respect to which
such money has been so deposited, shall be remitted to the City.
(c) Notwithstanding any provision of any other Section of this Ordinance which may be
contrary to the provisions of this Section, all money or Defeasance Securities set aside and held
in trust pursuant to the provisions of this Section for the payment of principal of the Bonds and
premium, if any, and interest thereon, shall be applied to and used solely for the payment of the
particular Bonds and premium, if any, and interest thereon, with respect to which such money or
Defeasance Securities have been so set aside in trust. Until all Defeased Bonds shall have
become due and payable, the Paying Agent/Registrar shall perform the services of Paying
Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the City
shall make proper arrangements to provide and pay for such services as required by this
Ordinance.
(d) Notwithstanding anything elsewhere in this Ordinance, if money or Defeasance
Securities have been deposited or set aside with the Paying Agent/Registrar or an eligible trust
company or commercial bank pursuant to this Section for the payment of Bonds and such Bonds
shall not have in fact been actually paid in full, no amendment of the provisions of this Section
shall be made without the consent of the registered owner of each Bond affected thereby.
(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
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complying with the provisions of Texas law and upon the satisfaction of the provisions of
subsection (a) immediately above with respect to such Defeased Bond as though it was being
defeased at the time of the exercise of the option to redeem the Defeased Bond and the effect of
the redemption is taken into account in determining the sufficiency of the provisions made for
the payment of the Defeased Bond.
Section 30. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED
BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated,
lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and
delivered, a new bond of the same principal amount, maturity and interest rate, as the damaged,
mutilated, lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter
provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered
owner applying for a replacement bond shall furnish to the City and to the Paying
Agent/Registrar such security or indemnity as may be required by them to save each of them
harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or
destruction of a Bond, the registered owner shall furnish to the City and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the
case may be. In every case of damage or mutilation of a Bond, the registered owner shall
surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in
the event any such Bond shall have matured, and no default has occurred which is then
continuing in the payment of the principal of, redemption premium, if any, or interest on the
Bond, the City may authorize the payment of the same (without surrender thereof except in the
case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security
or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement
bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal,
printing and other expenses in connection therewith. Every replacement bond issued pursuant to
the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall
constitute a contractual obligation of the City whether or not the lost, stolen or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Subchapter D of
Chapter 1201, Texas Government Code, this Section of this Ordinance shall constitute authority
for the issuance of any such replacement bond without necessity of further action by the
governing body of the City or any other body or person, and the duty of the replacement of such
bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying
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Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the
effect, as provided in Section 5(a) of this Ordinance for Bonds issued in exchange for other
Bonds.
Section 31. AMENDMENT OF ORDINANCE. (a) The Bond Insurer, if any, and the
holders of the Parity Obligations aggregating a majority in principal amount of the aggregate
principal amount of then Outstanding Parity Obligations shall have the right from time to time to
approve any amendment to this Ordinance which may be deemed necessary or desirable by the
City, provided, however, that without the consent of the Bond Insurer and the holders of all of
the effected Parity Obligations at the time outstanding, nothing herein contained shall permit or
be construed to permit the amendment of the terms and conditions in this Ordinance or in the
Parity Obligations so as to:
(1) Make any change in the maturity of the Outstanding Parity Obligations;
(2) Reduce the rate of interest borne by any of the Outstanding Parity Obligations;
(3) Reduce the amount of the principal payable on the Outstanding Parity Obligations;
(4) Modify the terms of payment of principal of or interest on the Outstanding Parity
Obligations or impose any conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the Parity Obligations then
Outstanding;
(6) Change the minimum percentage of the principal amount of Parity Obligations
necessary for consent to such amendment.
(b) If at any time the City shall desire to amend this Ordinance under this Section, the
City shall cause notice of the proposed amendment to be delivered to the Bond Insurer and
published in a financial newspaper or journal of general circulation in The City of New York,
New York, once during each calendar week for at least two successive calendar weeks. Such
notice shall briefly set forth the nature of the proposed amendment and shall state that a copy
thereof is on file for inspection by all registered owners of Parity Obligations at the designated
trust office of the registrar for the Parity Obligations. Such publication is not required, however,
if notice in writing is given to each registered owner of the Parity Obligations.
(c) Whenever at any time not less than thirty days, and within one year, from the date of
the first publication of said notice or other service of written notice the City shall receive an
instrument or instruments executed by the holders of at least a majority in aggregate principal
amount of all 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.
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(d) Upon the passage of any amendatory ordinance pursuant to the provisions of this
Section, this Ordinance shall be deemed to be amended in accordance with such amendatory
ordinance, and the respective rights, duties and obligations under this Ordinance of the City and
all the holders of then outstanding Parity Obligations shall thereafter be determined, exercised
and enforced hereunder, subject in all respects to such amendments.
(e) Any consent given by the registered owner of a Parity Obligation pursuant to the
provisions of this Section shall be irrevocable for a period of six months from the date of the first
publication of the notice provided for in this Section, and shall be conclusive and binding upon
all future holders of the same Parity Obligation during such period. Such consent may be
revoked at any time after six months from the date of the first publication of such notice by the
holder who gave such consent, or by a successor in title, by filing notice thereof with the Paying
Agent and the City, but such revocation shall not be effective if the registered owners of at least
a majority in aggregate principal amount of the then outstanding Parity Obligations as in this
Section defined have, prior to the attempted revocation, consented to and approve the
amendment.
(f) For the purpose of this Section, the fact of the holding of Parity Obligations issued in
registered form without coupons and the amounts and numbers of such Parity Obligations and
the date of their holding same shall be proved by the Registration Books of the Paying
Agent/Registrar. For purposes of this Section, the holder of a Parity Obligation in such
registered form shall be the owner thereof as shown on such Registration Books. The City may
conclusively assume that such ownership continues until written notice to the contrary is served
upon the City.
(g) The foregoing provisions of this Section notwithstanding, the City by action of the
City Council may amend this Ordinance for any one or more of the following purposes:
(1) To add to the covenants and agreements of the City in this Ordinance contained,
other covenants and agreements thereafter to be observed, grant additional rights or
remedies to bondholders or to surrender, restrict or limit any right or power herein
reserved to or conferred upon the City;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Ordinance, or in
regard to clarifying matters or questions arising under this Ordinance, as are necessary or
desirable and not contrary to or inconsistent with this Ordinance and which shall not
adversely affect the interests of the holders of the 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;
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(4) To make such changes, modifications or amendments as may be necessary or
desirable, which shall not adversely affect the interests of the owners of the outstanding
Parity Obligations, in order, to the extent permitted by law, to facilitate the economic and
practical utilization of credit agreements with respect to the Parity Obligations including,
without limitation, supplementing the definition of "Annual Debt Service Requirements"
to address the amortization of payments due and owing under a credit agreement;
(5) To modify any of the provisions of this Ordinance in any other respect whatever,
provided that (i) such modification shall be, and be expressed to be, effective only after
all Parity Obligations outstanding at the date of the adoption of such modification shall
cease to be outstanding, and (ii) such modification shall be specifically referred to in the
text of all Additional Parity Obligations issued after the date of the adoption of such
modification.
Notice of any such amendment may be published or given by the City in the manner described in
subsection (b) of this Section; provided, however, that the publication of such notice shall not
constitute a condition precedent to the adoption of such amendatory ordinance and the failure to
publish such notice shall not adversely affect the implementation of such amendment as adopted
pursuant to such amendatory ordinance.
Section 32. SALE AND DELIVERY OF BONDS. The Bonds are hereby awarded and
sold to the bidder whose bid produced the lowest true interest cost, pursuant to the taking of
public bids therefor, on this date, and shall be delivered to _______________ (the initial
APurchaser@) at a price of $_____________ representing the par amount of the Bonds of
$_____________ plus an initial reoffering premium of $__________. It is hereby officially
found, determined and declared that the terms of this sale are the most advantageous reasonably
obtainable and are in the best interest of the City. The Bonds shall initially be registered in the
name of _____________.
Section 33. CUSTODY, APPROVAL AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION, BOND INSURANCE AND CUSIP NUMBERS. The Mayor of the
City is hereby authorized to have control of the Bonds initially issued and delivered hereunder
and all necessary records and proceedings pertaining to the Bonds pending their delivery and
their investigation, examination and approval by the Attorney General of the State of Texas, and
their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration
of the Bonds said Comptroller of Public Accounts (or a deputy designated in writing to act for
said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such
Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such
Certificate. The approving legal opinion of the City's Bond Counsel (with an appropriate
certificate pertaining thereto executed by facsimile signature of the City Secretary or the Deputy
City Secretary of the City), a statement regarding any insurance policy and the assigned CUSIP
numbers may, at the option of the City, be printed on or attached to the Bonds issued and
delivered under this Ordinance, but such additions or attachments shall not have any legal effect,
and shall be solely for the convenience and information of the registered owners of the Bonds.
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Section 34. APPROVAL OF OFFICIAL STATEMENT. The City hereby approves
the form and content of the Notice of Sale and Preliminary Official Statement and Official
Statement relating to the Bonds and any addenda, supplement or amendment thereto, and
approves the distribution of such Official Statement in the reoffering of the Bonds by the Initial
Purchaser in final form, with such changes therein or additions thereto as the officer executing
the same may deem advisable, such determination to be conclusively evidenced by his execution
thereof. The distribution and use of the Preliminary Official Statement dated ______________,
2014, prior to the date hereof is ratified and confirmed. The City Council of the City hereby
finds and determines that the Preliminary Official Statement and the Official Statement were and
are "deemed final" (as that term is defined in 17 C.F.R. Section 240.15c-12) as of their respective
dates.
Section 35. ADDITIONAL INSURANCE PROVISIONS. Bond Counsel is authorized
to insert any necessary provisions required by the bond insurer and agreed to by the City and the
City Attorney.
Section 36. NO RECOURSE AGAINST CITY OFFICIALS. No recourse shall be
had for the payment of principal of or interest on any Parity Bonds or for any claim based
thereon or on this Ordinance against any official of the City or any person executing any Parity
Bonds.
Section 37. FURTHER ACTIONS. The officers and employees of the City are hereby
authorized, empowered and directed from time to time and at any time to do and perform all such
acts and things and to execute, acknowledge and deliver in the name and under the corporate seal
and on behalf of the City all such instruments, whether or not herein mentioned, as may be
necessary or desirable in order to carry out the terms and provisions of this Ordinance, the
Bonds, the initial sale and delivery of the Bonds, the Paying Agent/Registrar Agreement, any
insurance commitment letter or insurance policy and the Official Statement. In addition, prior to
the initial delivery of the Bonds, the Mayor, the City Manager or Assistant City Manager, the
City Attorney and Bond Counsel are hereby authorized and directed to approve any technical
changes or corrections to this Ordinance or to any of the instruments authorized and approved by
this Ordinance necessary in order to (i) correct any ambiguity or mistake or properly or more
completely document the transactions contemplated and approved by this Ordinance and as
described in the Official Statement, (ii) obtain a rating from any of the national bond rating
agencies or satisfy requirements of the Bond Insurer, or (iii) obtain the approval of the Bonds by
the Texas Attorney General's office.
In case any officer of the City whose signature shall appear on any Bond shall cease to be
such officer before the delivery of such Bond, such signature shall nevertheless be valid and
sufficient for all purposes the same as if such officer had remained in office until such delivery.
Section 38. 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 and shall not in any way
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modify or restrict any of the terms or provisions hereof. This Ordinance and all the terms and
provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to
sustain the validity of the Bonds and the validity of the lien on and pledge of the Pledged
Revenues to secure the payment of the Bonds.
Section 39. 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 40. INTERESTED PARTIES. Nothing in this Ordinance expressed or implied
is intended or shall be construed to confer upon, or to give to, any person or entity, other than the
City and the registered owners of the Bonds, any right, remedy or claim under or by reason of
this Ordinance or any covenant, condition or stipulation hereof, and all covenants, stipulations,
promises and agreements in this Ordinance contained by and on behalf of the City shall be for
the sole and exclusive benefit of the City and the registered owners of the Bonds.
Section 41. INCORPORATION OF RECITALS. The City hereby finds that the
statements set forth in the recitals of this Ordinance are true and correct, and the City hereby
incorporates such recitals as a part of this Ordinance.
Section 42. SEVERABILITY. The provisions of this Ordinance are severable; and in
case any one or more of the provisions of this Ordinance or the application thereof to any person
or circumstance should be held to be invalid, unconstitutional, or ineffective as to any person or
circumstance, the remainder of this Ordinance nevertheless shall be valid, and the application of
any such invalid provision to persons or circumstances other than those as to which it is held
invalid shall not be affected thereby.
Section 43. 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 44. PERFECTION. Chapter 1208, Government Code, applies to the issuance
of the Bonds and the pledge of revenues granted by the City under Section 7 of this Ordinance,
and such pledge is therefore valid, effective and perfected. If Texas law is amended at any time
while the Bonds are outstanding and unpaid such that the pledge of revenues granted by the City
under Section 7 of this Ordinance is to be subject to the filing requirements of Chapter 9,
Business & Commerce Code, then in order to preserve to the registered owners of the Bonds the
perfection of the security interest in said pledge, the City agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable
provisions of Chapter 9, Business & Commerce Code and enable a filing to perfect the security
interest in said pledge to occur.
Section 45. 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
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principal amount of the Bonds or (ii) $9,500, provided that such fee shall not be less than $750,
to the Attorney General of Texas Public Finance Division for payment of the examination fee
charged by the State of Texas for the Attorney General's review and approval of public securities
and credit agreements, as required by Section 1202.004 of the Texas Government Code. The
appropriate member of the City's staff is hereby instructed to take the necessary measures to
make this payment. The City is also authorized to reimburse the appropriate City funds for such
payment from proceeds of the Bonds.
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GTOWN\URB\2014A: Ordinance URB Ordinance Sig Pg
IN ACCORDANCE WITH SECTION 1201.028, Texas Government Code, passed and
approved on the first and final reading on the 19th day of August, 2014.
_________________________________
Dale Ross, Mayor
City of Georgetown, Texas
ATTEST:
Jessica Brettle, City Secretary
APPROVED AS TO FORM:
By: _________________________________________
Bridgett Chapman, 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
Bonds.
"Amortization Installment" means, with respect to any Term Bonds of any series of Parity
Obligations, the amount of money which is required to be deposited into a mandatory
redemption account for retirement of such Term Bonds (whether at maturity or by mandatory
redemption and including redemption premium, if any) provided that the total Amortization
Installments for such Term Bonds shall be sufficient to provide for retirement of the aggregate
principal amount of such Term Bonds.
"Annual Debt Service Requirements" means, as of the date of calculation, the principal of
and interest on all 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;
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(2) Consent Sinking Fund. In the case of Balloon Debt, if a Designated Financial
Officer shall deliver to the City a certificate providing for the retirement of (and the
instrument creating such Balloon Debt shall permit the retirement of), or for the
accumulation of a sinking fund for (and the instrument creating such Balloon Debt shall
permit the accumulation of a sinking fund for), such Balloon Debt according to a fixed
schedule stated in such certificate ending on or before the Fiscal Year in which such
principal (and premium, if any) is due, then the principal of (and, in the case of
retirement, or to the extent provided for by the sinking fund accumulation, the premium,
if any, and interest and other debt service charges on) such Balloon Debt shall be
computed as if the same were due in accordance with such schedule, provided that this
clause (2) shall apply only to Balloon Debt for which the installments previously
scheduled have been paid or deposited to the sinking fund established with respect to
such Debt on or before the times required by such schedule; and provided further that this
clause (2) shall not apply where the City has elected to apply the rule set forth in clause
(1) above;
(3) Prepaid Debt. Principal of and interest on Bonds and Additional Parity
Obligations, or portions thereof, shall not be included in the computation of the Annual
Debt Service Requirements for any Fiscal Year for which such principal or interest are
payable from funds on deposit or set aside in trust for the payment thereof at the time of
such calculations (including without limitation capitalized interest and accrued interest so
deposited or set aside in trust) with a financial institution acting as fiduciary with respect
to the payment of such Debt; and
(4) Variable Rate. As to any Parity Obligations that bear interest at a variable interest
rate which cannot be ascertained at the time of calculation of the Annual Debt Service
Requirement then, at the option of the City, either (A) an interest rate equal to the average
rate 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.
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"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
(either at Stated Maturity or mandatory redemption) and derived by dividing the total of such
Annual Debt Service Requirements by the number of Fiscal Years then remaining before Stated
Maturity of such Parity Obligations. For the purposes of this definition, a fractional period of a
Fiscal Year shall be treated as an entire Fiscal Year. Capitalized interest payments provided
from bond proceeds, accrued interest on any Debt, and interest earnings thereon shall be
excluded in making such computation.
"Bond Insurer" means any entity that insures or guarantees the payment of principal and
interest on any Bonds or the provider of a Reserve Fund Obligation.
"Bonds" means, the City of Georgetown, Texas Utility System Revenue Bonds, Series
2014A authorized by this Ordinance.
"Book-Entry-Only System" means the book-entry system of bond registration provided in
Section 5, or any successor system of book-entry registration.
"Cede & Co." means the designated nominee and its successors and assigns of The
Depository Trust Company, New York.
"City" means the City of Georgetown, Texas, and where appropriate, the City Council.
"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.
Attachment number 1 \nPage 42 of 57
Item # C
GTOWN\URB\2014A: Ordinance A-4
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.
"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 bonds or
otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as
to investment quality by a nationally recognized investment rating firm not less than "AAA" or
its equivalent, (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 Bonds, 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 Bonds.
"Depository" means one or more official depository banks of the City.
"DTC" means The Depository Trust Company, New York, New York and its successors
and assigns.
"DTC Participant" means securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among DTC Participants.
"Designated Financial Officer" means the chief financial officer of the City, or such
other financial or accounting official of the City so designated by the City Council.
"Federal Securities" as used herein means direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States
of America (including Interest Strips of the Resolution Funding Corporation).
"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.
Attachment number 1 \nPage 43 of 57
Item # C
GTOWN\URB\2014A: Ordinance A-5
"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
Texas, having specific experience with respect to electric, water, wastewater, reuse water and/or
stormwater drainage systems similar to the System.
"Insurance Policy" means the insurance policy issued by the Insurer guaranteeing the
scheduled payment of principal of and interest on the Bonds when due.
"Insurer" means any insurer of the Bonds, or any successor thereto or assignee thereof.
"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
Attachment number 1 \nPage 44 of 57
Item # C
GTOWN\URB\2014A: Ordinance A-6
the particular obligations for which such calculation is made. Capitalized interest payments
provided from Debt proceeds, accrued interest on any Debt, and interest earnings thereon shall
be excluded in making such computation.
"MSRB" means the Municipal Securities Rulemaking Board.
"Net Revenues" and "Net Revenues of the City's System" mean all Gross Revenues
remaining after deducting the Maintenance and Operating Expenses.
"Ordinance" means this ordinance finally adopted by the City Council on August 19,
2014.
"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;
(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 Bonds, the Previously Issued Parity Obligations and any
Additional Parity Obligations hereafter issued by the City or obligations issued to refund any of
the foregoing (as determined within the sole discretion of the City Council in accordance with
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
Attachment number 1 \nPage 45 of 57
Item # C
GTOWN\URB\2014A: Ordinance A-7
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 Refunding Bonds, Taxable
Series 1998B," "City of Georgetown, Texas Utility System Revenue Bonds, Series 2005," "City
of Georgetown, Texas Utility System Revenue Bonds, Series 2006," "City of Georgetown, Texas
Utility System Revenue and Refunding Bonds, Series 2006A," "City of Georgetown, Texas
Utility System Revenue and Refunding Bonds, Series 2007," "City of Georgetown, Texas Utility
System Revenue and Refunding Bonds, Series 2008," "City of Georgetown, Texas Utility
System Revenue Bonds, Series 2010," "City of Georgetown, Texas Utility System Revenue
Refunding Bonds, Series 2012," "City of Georgetown, Texas Utility System Revenue Bonds,
Series 2014" and "City of Georgetown, Texas Utility System Revenue Refunding Bonds, Series
2014."
"Prudent Utility Practice" means any of the practices, methods and acts, in the exercise
of reasonable judgment, in the light of the facts, including but not limited to the practices,
methods and acts engaged in or previously approved by a significant portion of the public utility
industry, known at the time the decision was made, that would have been expected to accomplish
the desired result at the lowest reasonable cost consistent with reliability, safety and expedition.
It is recognized that Prudent Utility Practice is not intended to be limited to the optimum
practice, method or act to the exclusion of all others, but rather is a spectrum of possible
practices, methods or acts which could have been expected to accomplish the desired result at the
lowest reasonable cost consistent with reliability, safety and expedition. In the case of any
facility included in the System which is operated in common with one or more other entities, the
term Prudent Utility Practice, as applied to such facility, shall have the meaning set forth in the
agreement governing the operation of such facility.
"Rating Agency" means any nationally recognized securities rating agency which has
assigned, at the request of the City, a rating to the Parity Obligations.
"Record Date" means Record Date as defined in the Form of Bonds in Exhibit "B" to this
Ordinance.
"Required Reserve Amount" means the amount required to be maintained in the Reserve
Fund pursuant to the provisions of Section 12 of this Ordinance.
"Required Reserve Fund Deposits" means the deposits and credits, if any, required to be
made to the Reserve Fund pursuant to the provisions of Section 12 of this Ordinance.
"Reserve Fund" means the special fund created, established and maintained by the
provisions of Section 12 of this Ordinance.
Attachment number 1 \nPage 46 of 57
Item # C
GTOWN\URB\2014A: Ordinance A-8
"Reserve Fund Obligation" means, to the extent permitted by law, as evidenced by an
opinion of nationally recognized bond counsel, a surety bond or insurance policy deposited in the
Reserve Fund to satisfy the Required Reserve Amount whereby the City is obligated to provide
funds up to and including the maximum amount and under the conditions specified in such
agreement or instrument.
"Reserve Fund Obligation Payment" means any subrogation payment the City is
obligated to make from Pledged Revenues deposited in the Reserve Fund with respect to a
Reserve Fund Obligation.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"Special Project" means, to the extent permitted by law, any electric, waterworks,
sanitary sewer, wastewater reuse or municipal drainage system property, improvement or facility
declared by the City not to be part of the System, for which the costs of acquisition, construction
and installation are paid from proceeds of a financing transaction other than the issuance of
bonds payable from ad valorem taxes, Pledged Revenues or Net Revenues and for which all
maintenance and operation expenses are payable from sources other than ad valorem taxes,
Pledged Revenues or Net Revenues, but only to the extent that and for so long as all or any part
of the revenues or proceeds of which are or will be pledged to secure the payment or repayment
of such costs of acquisition, construction and installation under such financing transaction.
"Stated Maturity" means the annual principal payments of the Parity Obligations payable
on the respective dates set forth in the Ordinances which authorized the issuance of such Parity
Obligations.
"Subordinate Lien Obligations" means (i) any bonds, notes, warrants, certificates of
obligation, contractual obligations or other Debt issued by the City that are payable, in whole or
in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues, such
pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that are or
will be pledged to the payment of any Parity Obligations issued by the City, and (ii) obligations
hereafter issued to refund any of the foregoing if issued in a manner that provides that the
refunding bonds are payable from and equally and ratably secured, in whole or in part, by a lien
on and pledge of the Net Revenues on a parity with the Subordinate Lien Obligations.
"System" means as currently comprised, the City's combined electric, waterworks and
sewer system, which includes all properties, facilities, plants, improvements, equipment, interests
and rights currently owned, operated and maintained by the City for the (i) generation,
transmission, distribution or sale of electric power and energy, (ii) supply, treatment, and
transmission and distribution of treated potable water and (iii) collection and treatment of
wastewater, and for water reuse, together with all future extensions, improvements, purchases,
repairs, replacements and additions thereto, whether situated within or without the limits of the
City, and all water (in any form) owned by the City; provided, however, that the City expressly
Attachment number 1 \nPage 47 of 57
Item # C
GTOWN\URB\2014A: Ordinance A-9
retains the right to (i) sale or disaggregate the System as set forth in Section 18 of this Ordinance
and (ii) incorporate any other utility system as provided by the laws of the State of Texas as a
part of the System. The System shall not include any Special Project or any disaggregated part
of the System as provided in Section 18 of this Ordinance.
"Term Bonds" means those Parity Obligations so designated in the ordinances authorizing
such bonds which shall be subject to retirement by operation of a mandatory redemption account.
"Term of Issue" means with respect to any Balloon Debt, a period of time equal to the
greater of (i) the period of time commencing on the date of issuance of such Balloon Debt and
ending on the final maturity date of such Balloon Debt or (ii) twenty-five years.
Attachment number 1 \nPage 48 of 57
Item # C
GTOWN\URB\2014A: Ordinance B-1
EXHIBIT B
FORM OF BOND
R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF GEORGETOWN, TEXAS $___________
UTILITY SYSTEM REVENUE BOND, SERIES 2014A
INTEREST
RATE
MATURITY
DATE
DATE OF
SERIES
DATE OF
INITIAL DELIVERY
CUSIP NO.
August 1, 2014 September 9 2014
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
ON THE MATURITY DATE specified above, the CITY OF GEORGETOWN,
TEXAS (the "City"), being a political subdivision and municipal corporation of the State of
Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns
(hereinafter called the "Registered Owner"), the Principal Amount specified above, and to pay
interest thereon (calculated on the basis of a 360-day year of twelve 30-day months) from the
Date of Initial Delivery of the Bonds at the Interest Rate per annum specified above, payable on
February 15, 2015, and semiannually on each August 15 and February 15 thereafter to the
Maturity Date specified above, or the date of redemption prior to maturity; except that if this
Bond is required to be authenticated and the date of its authentication is later than the first
Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest
payment date next preceding the date of authentication, unless such date of authentication is after
any Record Date but on or before the next following interest payment date, in which case such
principal amount shall bear interest from such next following interest payment date; provided,
however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for
which this Bond is being exchanged is due but has not been paid, then this Bond shall bear
interest from the date to which such interest has been paid in full. Notwithstanding the
foregoing, during any period in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, any payment to the securities depository, or its
nominee or registered assigns, shall be made in accordance with existing arrangements between
the City and the securities depository.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of
the United States of America, without exchange or collection charges. The principal of this Bond
shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at
Attachment number 1 \nPage 49 of 57
Item # C
GTOWN\URB\2014A: Ordinance B-2
maturity or upon the date fixed for its redemption prior to maturity, at the designated office for
payment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas which is the
"Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by
the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by
check, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and
payable solely from, funds of the City required by the Ordinance authorizing the issuance of this
Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose
as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United
States mail, first-class postage prepaid, on each such interest payment date, to the Registered
Owner hereof, at its address as it appeared on the last business day of the month next preceding
each such date (the "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described. In the event of a non-payment of interest on a
scheduled payment date, and for 30 days thereafter, a new record date for such interest payment
(a "Special Record Date") will be established by the Paying Agent/Registrar if and when funds
for the payment of such interest have been received from the City. Notice of the Special Record
Date and of the scheduled payment date of the past due interest (the "Special Payment Date"
which shall be 15 days after the Special Record Date) shall be sent at least five business days
prior to the Special Record Date by United States mail, first class, postage prepaid, to the address
of each Registered Owner appearing on the Registration Books of the Paying Agent/Registrar at
the close of business on the last business day next preceding the date of mailing of such notice.
Any accrued interest due upon the redemption of this Bond prior to maturity as provided herein
shall be paid to the Registered Owner upon presentation and surrender of this Bond for
redemption and payment at the principal office for payment of the Paying Agent/Registrar
(unless the redemption date is a regularly scheduled interest payment date, in which case accrued
interest on such redeemed Bonds shall be payable in the regular manner described above). The
City covenants with the Registered Owner of this Bond that on or before each principal payment
date, interest payment date, and accrued interest payment date for this Bond it will make
available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" referred to in and
maintained by the Bond Ordinance, the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Bonds, when due. Terms used
in this Bond and not otherwise defined shall have the meaning given in the Bond Ordinance.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the
principal office for payment of the Paying Agent/Registrar is located are authorized by law or
executive order to close, or the United States Postal Service is not open for business (each a
"Non-Business Day"), then the date for such payment shall be the next succeeding day which is
not a Non-Business Day, and payment on such date shall have the same force and effect as if
made on the original date payment was due.
THIS BOND is one of a series of Bonds dated August 1, 2014, authorized in accordance
with the Constitution and laws of the State of Texas in the principal amount of $5,350,000 FOR
THE PURPOSE OF (I) PURPOSE OF IMPROVING AND EXTENDING THE CITY’S
UTILITY SYSTEM INCLUDING PURCHASING THE CHISHOLM TRAIL SPECIAL
UTILITY DISTRICT’S INTEREST IN THE LAKE GEORGETOWN TREATMENT
Attachment number 1 \nPage 50 of 57
Item # C
GTOWN\URB\2014A: Ordinance B-3
PLANT AND (II) PAYING THE COSTS ASSOCIATED WITH THE ISSUANCE OF
THE BONDS.
ON AUGUST 15, 2024 OR ON ANY DATE THEREAFTER, the Bonds maturing on
and after August 15, 2025 may be redeemed prior to their scheduled maturities, at the option of
the City, with funds derived from any available and lawful source, at a redemption price equal to
the principal amount to be redeemed plus accrued interest to the date fixed for redemption as a
whole, or from time to time in part, and, if in part, the particular Bonds, or portions thereof, to be
redeemed shall be selected and designated by the City, and if less than all of a maturity is to be
redeemed the Paying Agent/Registrar shall determine by lot the Bonds, or portions thereof within
such maturity to be redeemed (provided that a portion of a Bond may be redeemed only in
integral multiples of $5,000 of principal amount).
THE BONDS maturing on August 15, 20___ (the "Term Bonds") are subject to
mandatory sinking fund redemption by lot or other customary method prior to maturity in the
following amounts, on the following dates and at a price of par plus accrued interest to the
redemption date.
Bonds Maturing August 15, 20___
Redemption Date Principal Amount
August 15, 20___$______
August 15, 20_________
August 15, 20___* ______*
*Final Maturity
THE PRINCIPAL AMOUNT of the Term Bonds required to be redeemed pursuant to
the operation of the mandatory sinking fund redemption provisions shall be reduced, at the
option of the City by the principal amount of any Term Bonds of the stated maturity which, at
least 50 days prior to a mandatory redemption date, (1) shall have been acquired by the City, at a
price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of
purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have
been purchased and canceled by the Paying Agent/Registrar at the request of the City with
monies in the Interest and Sinking Fund at a price not exceeding the principal amount of the
Term Bonds plus accrued interest to the date of purchase thereof, or (3) shall have been
redeemed pursuant to the optional redemption provisions and not theretofore credited against a
mandatory sinking fund redemption requirement.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions
thereof prior to maturity, a written notice of such redemption shall be sent by the Paying
Agent/Registrar by United States mail, first-class postage prepaid, at least 30 days prior to the
date fixed for any such redemption to the Registered Owner of each Bond to be redeemed at its
address as it appeared on the Registration Books maintained by the Paying Agent/Registrar on
the day such notice of redemption is mailed. By the date fixed for any such redemption, due
Attachment number 1 \nPage 51 of 57
Item # C
GTOWN\URB\2014A: Ordinance B-4
provision shall be made with the Paying Agent/Registrar for the payment of the required
redemption price for the Bonds or portions thereof which are to be so redeemed. If such written
notice of redemption is mailed and if due provision for such payment is made, all as provided
above, the Bonds or portions thereof which are to be so redeemed thereby automatically shall be
treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the
date fixed for redemption, and they shall not be regarded as being outstanding except for the
right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar
out of the funds provided for such payment. If a portion of any Bond shall be redeemed a
substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any
denomination or denominations in any integral multiple of $5,000, at the written request of the
Registered Owner, and in an aggregate principal amount equal to the unredeemed portion
thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the
expense of the City, all as provided in the Bond Ordinance.
WITH RESPECT TO any optional redemption of the Bonds, unless certain
prerequisites to such redemption required by the Bond Ordinance have been met and moneys
sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed
shall have been received by the Paying Agent/Registrar prior to the giving of such notice of
redemption, such notice shall state that said redemption may, at the option of the City, be
conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying
Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set
forth in such notice of redemption. If a conditional notice of redemption is given and such
prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no
force and effect, the City shall not redeem such Bonds and the Paying Agent/Registrar shall give
notice, in the manner in which the notice of redemption was given, to the effect that the Bonds
have not been redeemed.
DURING ANY PERIOD in which ownership of the Bonds is determined only by a book
entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity
and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and
bearing such interest rate shall be selected in accordance with the arrangements between the City
and the securities depository.
ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000 (an "Authorized
Denomination"). As provided in the Bond Ordinance, this Bond, or any unredeemed portion
hereof, may, at the request of the Registered Owner or the assignee or assignees hereof, be
assigned, transferred and exchanged for a like aggregate principal amount of fully registered
Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or
assignees, as the case may be, having the same denomination or denominations in any integral
multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or
assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for
cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance.
Among other requirements for such assignment and transfer, this Bond must be presented and
surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in
Attachment number 1 \nPage 52 of 57
Item # C
GTOWN\URB\2014A: Ordinance B-5
form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing
assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to
the assignee or assignees in whose name or names this Bond or any such portion or portions
hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond may
be executed by the Registered Owner to evidence the assignment hereof, but such method is not
exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be
used to evidence the assignment of this Bond or any portion or portions hereof from time to time
by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees
and charges for transferring and exchanging any Bond or portion thereof shall be paid by the
City, but any taxes or governmental charges required to be paid with respect thereto shall be paid
by the one requesting such assignment, transfer or exchange as a condition precedent to the
exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such
transfer or exchange (i) during the period commencing with the close of business on any Record
Date and ending with the opening of business on the next following principal or interest payment
date, or, (ii) with respect to any Bond or any portion thereof called for redemption prior to
maturity, within 45 days prior to its redemption date; provided, however, such limitation of
transfer shall not be applicable to an exchange by the Registered Owner of an unredeemed
balance of a Bond called for redemption in part.
WHENEVER the beneficial ownership of this Bond is determined by a book entry at a
securities depository for the Bonds, the foregoing requirements of holding, delivering or
transferring this Bond shall be modified to require the appropriate person or entity to meet the
requirements of the securities depository as to registering or transferring the book entry to
produce the same effect.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the City,
resigns or otherwise ceases to act as such, the City has covenanted in the Bond Ordinance that it
promptly will appoint a competent and legally qualified substitute therefor, and cause written
notice thereof to be mailed to the Registered Owners of the Bonds.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and
validly authorized, issued and delivered; that all acts, conditions and things required or proper to
be performed, exist, and be done precedent to or in the authorization, issuance and delivery of
this Bond have been performed, existed and been done in accordance with law; that this Bond is
a special obligation of the City, and that the interest on and principal of this Bond, together with
the Previously Issued 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.
THE CITY also has reserved the right, subject to restrictions stated in the 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 series of Bonds.
Attachment number 1 \nPage 53 of 57
Item # C
GTOWN\URB\2014A: Ordinance B-6
THE CITY also has reserved the right, subject to restrictions stated in the Bond
Ordinance to issue Subordinate Lien Obligations payable from and equally and ratably secured,
in whole or in part, by a lien on and pledge of the Net Revenues (as defined in the Bond
Ordinance), subordinate and inferior in rank and dignity to the lien on and pledge of such Net
Revenues securing payment of the Bonds, the Previously Issued Parity Obligations or any
Additional Parity Obligations.
THE OWNER HEREOF shall never have the right to demand payment of this Bond out
of any funds raised or to be raised by taxation.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby
acknowledges all of the 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 the official seal of the City has been duly
impressed, or placed in facsimile, on this Bond.
_____________________________________ ____________________________________
City Secretary Mayor
[CITY SEAL]
FORM OF REGISTRATION CERTIFICATE
OF THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE:
REGISTER NO. ______________
I hereby certify that this Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this
______________________________
Attachment number 1 \nPage 54 of 57
Item # C
GTOWN\URB\2014A: Ordinance B-7
(COMPTROLLER'S SEAL) Comptroller of Public Accounts
of the State of Texas
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in exchange for
a bond or bonds, or a portion of a bond or bonds of a series which originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of
the State of Texas.
Dated: THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
Paying Agent/Registrar
By ____________________________
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned Registered Owner of this Bond, or duly
authorized representative or attorney thereof, hereby sells, assigns and transfers this Bond and all
rights hereunder unto
_____________________________________________________________
________________________
/ / _______________________________________________
(Assignee's Social Security or (Please print or typewrite Assignee's name and address,
Taxpayer Identification Number) including zip code)
______________________________________________________________________________
and hereby irrevocably constitutes and appoints _____________________________________
attorney to transfer the registration of this Bond on the Paying Agent/Registrar's Registration
Books with full power of substitution in the premises.
Dated: _________________
Signature Guaranteed:
Attachment number 1 \nPage 55 of 57
Item # C
GTOWN\URB\2014A: Ordinance B-8
____________________________________
NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange
or a commercial bank or trust company.
____________________________________
NOTICE: The signature above must correspond with the name of the Registered Owner as it
appears upon the front of this Bond in every particular, without alteration or enlargement or any
change whatsoever.
INSERTIONS FOR THE INITIAL BOND
The initial Bond shall be in the form set forth in this Exhibit, except that:
A. immediately under the name of the Bond, the headings "INTEREST RATE" and
"MATURITY DATE" shall both be completed with the words "As shown below" and
"CUSIP NO." shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"ON THE MATURITY DATE SPECIFIED BELOW, the City of Georgetown, Texas
(the "City"), being a political subdivision, hereby promises to pay to the Registered Owner
specified above, or registered assigns (hereinafter called the "Registered Owner"), on August 15
in each of the years, in the principal installments and bearing interest at the per annum rates set
forth in the following schedule:
Year
Principal Rate
(Information from Sections 3 and 4 to be inserted)
The City promises to pay interest on the unpaid principal amount hereof (calculated on the basis
of a 360-day year of twelve 30-day months) from the Date of Initial Delivery of the Bonds at the
respective Interest Rate per annum specified above. Interest is payable on February 15, 2015 and
semiannually on each August 15 and February 15 thereafter to the date of payment of the
principal installment specified above; except, that if this Bond is required to be authenticated and
the date of its authentication is later than the first Record Date (hereinafter defined), such
principal amount shall bear interest from the interest payment date next preceding the date of
authentication, unless such date of authentication is after any Record Date but on or before the
next following interest payment date, in which case such principal amount shall bear interest
from such next following interest payment date; provided, however, that if on the date of
authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being
exchanged is due but has not been paid, then this Bond shall bear interest from the date to which
such interest has been paid in full."
C. The initial Bond shall be numbered "T-1."
Attachment number 1 \nPage 56 of 57
Item # C
GTOWN\URB\2014A: Ordinance C-1
EXHIBIT C
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 21 of this Ordinance.
Annual Financial Statements and Operating Data
The financial information and operating data with respect to the City to be provided
annually in accordance with such Section are as specified (and included in the Appendix or
under the headings of the Official Statement referred to) below:
1. The annual audited financial statements of the City of Georgetown, Texas or the
unaudited financial statements of the City of Georgetown, Texas in the event audited financial
statements are not completed within six months after the end of any Fiscal Year.
2. All quantitative financial information and operating data with respect to the City of the
general type included in the Official Statement under Tables 1 through 11 and 13 and in
Appendix C.
Accounting Principles
The accounting principles referred to in such Section are the accounting principles
described in the notes to the financial statements referred to in paragraph 1 above.
Attachment number 1 \nPage 57 of 57
Item # C
City of Georgetown, Texas
August 19, 2014
SUBJECT:
Second Reading of an Ordinance ordering a Special Election to be held on November 4, 2014, for the
purpose of seeking voter response to the proposition of "The Reauthorization of the Local Sales and
Use Tax in the City Of Georgetown, Texas, at the Rate of One-Fourth of One Percent to Continue
Providing Revenue for Maintenance and Repair of Municipal Streets”, providing for the City to
contract with the Williamson County Elections Administrator to conduct said Election, making other
provisions relating to the Election and providing an effective date – Jessica Brettle, City Secretary and Ed
Polasek, Transportation Services Director (action required)
ITEM SUMMARY:
Please see attached for the Ordinance ordering the November 4, 2014 Special Election.
The ¼ Street Maintenance Sales Tax is the primary funding source for street maintenance within the City of
Georgetown. Section 327.007 of the Texas Tax Code requires the Street Maintenance Sales Tax be approved
in a general election to be held every four years, with the last election occurring in November 2010.
In FY 2014/15 the street maintenance sales tax is anticipated to generate $2,050,040 in revenue, with
represents 55% of the Streets Department projected budget.
FINANCIAL IMPACT:
Final election costs will be determined at a later date. Costs vary according to the number of County entities
participating in the election.
SUBMITTED BY:
ATTACHMENTS:
Election Ordinance- November 4, 2014 Street Maintenance Sales Tax Election
Street Maintenance Tax Election- Communication Plan
Cover Memo
Item # D
Special Election Ordinance No. ___________
Reauthorization of Sales and Use Tax for Street Maintenance
Page 1 of 4
ORDINANCE NO. _______________
An Ordinance of the City Council of the City of Georgetown, Texas Ordering
a Special Election to be Held on November 4, 2014, for the Purpose of
Seeking Voter Response to the Proposition of "The Reauthorization of the
Local Sales and Use Tax in the City Of Georgetown, Texas, at the Rate of
One-Fourth of One Percent to Continue Providing Revenue for Maintenance
and Repair of Municipal Streets;” Providing for the City to Contract with
the Williamson County Elections Administrator to Conduct Said Election;
Making Other Provisions Relating to the Election; and Providing an
Effective Date.
WHEREAS, Chapter 327 of the Texas Tax Code allows a municipality to call an election on the
proposition of whether to adopt a sales and use tax to generate revenue to be used only to maintain and
repair municipal streets; and
WHEREAS, per Ordinance No. 2002-56, the City Council ordered a Special Election to adopt a
Local Sales and Use Tax in the City of Georgetown at the rate of one-fourth of one percent to provide
revenue for maintenance and repair of municipal streets; and,
WHEREAS, pursuant to an election called by the City Council, on November 5, 2002, the
citizens of Georgetown approved, by a majority vote, a proposition stating that the sales and use tax
should be increased by one-quarter of one percent to support street maintenance as authorized by Chapter
327 of the Texas Tax Code; and,
WHEREAS, Section 327.007 of the Texas Tax Code provides that, unless reauthorized, the sales
and use tax expires on the fourth anniversary of the date the tax originally took effect or on the first day of
the first calendar quarter occurring after the fourth anniversary of the date the tax was last reauthorized;
and
WHEREAS, the City Council of the City of Georgetown, Texas hereby finds and determines that
an election should be held to determine whether the Council shall be reauthorized to levy and collect city
sales and use tax by one-quarter (1/4) of one percent for the maintenance and repair of existing municipal
streets.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS THAT:
SECTION 1 - VERIFICATION OF FACTS
The facts and recitations contained in the preamble of this ordinance are hereby found and
declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof,
as if copied verbatim.
Attachment number 1 \nPage 1 of 4
Item # D
Special Election Ordinance No. ___________
Reauthorization of Sales and Use Tax for Street Maintenance
Page 2 of 4
SECTION 2 - CONFORMANCE WITH GEORGETOWN 2030 PLAN
The City Council has found that this action is not in conflict with the Georgetown 2030 Plan.
SECTION 3 - CONDUCT OF ELECTION
By approval of this ordinance, the City Council appoints the Williamson County Elections
Administrator as the Elections Officer to conduct the City of Georgetown Special Election in conjunction
with the November 4, 2014, State and County General Election. This appointment includes services as
Early Voting Clerk for the Election and coordination with the Counting Station Manager, Presiding Judge
of the Central Counting Station and Tabulation Supervisor and other election officers approved by the
Commissioners Court. In addition and in accordance with Chapter 66 and Chapter 31 of the Texas
Election Code, the City Council hereby appoints Williamson County Elections Administrator Jason
Barnett as agent for the Custodian of Records for the November 4, 2014 Special Election for the purpose
of preserving voted ballots and other election records as required by the Texas Election Code. A copy of
the Joint Election Agreement and Contract for Election Services is attached hereto as Exhibit "A”. Notice
of Special Election shall be made as required by law.
SECTION 4 - EARLY VOTING
The Williamson County Voter Registrar is hereby appointed as Clerk for Early Voting. Early
voting by personal appearance shall take place at the times and locations as indicated by the Williamson
County Elections Administrator.
Applications for ballot by mail shall be mailed to:
Williamson County Elections Administrator
P. O. Box 209
Georgetown, Texas 78627-0209
SECTION 5 - ELECTION DAY VOTING
Election Day voting will be held from 7:00 a.m. to 7:00 p.m. at the locations designated by the
Williamson County Elections Administrator.
SECTION 6 - ELECTION JUDGES, CLERKS AND EARLY VOTING BALLOT BOARD
A. The Election Judges shall be the same as are appointed by the Commissioners Court. Each of
the respective presiding judges is hereby authorized to appoint the necessary election clerks
to assist in conducting the election. However, if the Presiding Judge appointed actually
serves, the Alternate Presiding Judge shall serve as one of the clerks. In the absence of the
Presiding Judge named above, the Alternate Presiding Judge shall perform the duties of the
Presiding Judge.
B. The early voting ballot board consists of the Presiding Judge and Alternate Judge as are
appointed by the Commissioners Court.
SECTION 7 - PROPOSITION AND BALLOT
Attachment number 1 \nPage 2 of 4
Item # D
Special Election Ordinance No. ___________
Reauthorization of Sales and Use Tax for Street Maintenance
Page 3 of 4
Pursuant to Chapter 327 of the Texas Tax Code, this election shall be held to determine citizen
approval of the reauthorization of the one-quarter of one percent increase in sales and use tax to be used
only for maintenance of the City's existing streets.
The official ballots for the election shall be prepared in accordance with the Texas Election Code
so as to permit the electors to vote "FOR" or "AGAINST" the following PROPOSITION, with the ballots
to contain such provisions, markings, and language as required by law, and with such PROPOSITION to
be expressed as follows:
PROPOSITION
THE REAUTHORIZATION OF THE LOCAL SALES AND USE TAX IN
THE CITY OF GEORGETOWN, TEXAS AT THE RATE OF ONE-
FOURTH OF ONE PERCENT TO CONTINUE PROVIDING REVENUE
FOR MAINTENANCE AND REPAIR OF MUNICIPAL STREETS.
SECTION 8 – VOTING DEVICES
Voting shall be conducted with optical scan ballots prepared in conformity with the Texas
Election Code. The City may also utilize a central counting station as provided by Section 127.000 et
seq., as amended, Texas Election Code, and the Williamson County Voter Registrar is designated the
manager of such station.
SECTION 9 - RESULTS
The Williamson County Voter Registrar shall conduct an unofficial tabulation of results after the
closing of the polls of the Special Election on November 4, 2014. The official canvass and tabulation of
the results of the Special Election shall be conducted by the City Council at a Regular or Special Council
Meeting between November 12, 2014 and November 18, 2014, as required by Section 67.003 of the
Texas Election Code.
SECTION 10. EFFECTIVE DATE
The Mayor is hereby authorized to sign this ordinance and the City Secretary to attest. This
ordinance shall become effective and be in full force and effect in accordance with the provisions of the
Charter of the City of Georgetown.
PASSED AND APPROVED on First Reading on the ____ day of _______________,2014.
PASSED AND APPROVED on Second Reading on the ____ day of _____________, 2014.
ATTEST: THE CITY OF GEORGETOWN
______________________________ By: _____________________________
Jessica Brettle, City Secretary Dale Ross, Mayor
Attachment number 1 \nPage 3 of 4
Item # D
Special Election Ordinance No. ___________
Reauthorization of Sales and Use Tax for Street Maintenance
Page 4 of 4
APPROVED AS TO FORM:
_____________________________________
Bridget Chapman
City Attorney
Exhibit List
Exhibit A Joint Election Agreement and Contract for Election Services
Attachment number 1 \nPage 4 of 4
Item # D
Street Maintenance Sales Tax Election
November 4, 2014
Communication Plan
August:
• Create Reporter newsletter feature on sales tax election for October issue
(mails out in September)
• Presentation at Aug. 10 City Council meeting
• GTV Channel 10 slides created and posted by September
• Street maintenance project and sales tax info posted on georgetown.org
by September
• Ad design and calendar for local publications (scope pending budget)
• Determine if there is a budget for 30-second video spot
o Plan script and production for 30-second video spot
o Plan placement of 30-second video spot at City Lights Theatres
and on TV
• Design postcard mailer (pending budget)
September:
• Create Reporter newsletter issue on sales tax election for November
(mails out in October)
• Finalize ads in publications and postcard mailers
• First print ads run at end of month
• If 30-second video spot is an option:
o Produce 30-second video spot
o Post 30-second video spot on website at end of month
October:
• First week: Begin runs of print ads, begin mailout of November issue of
Reporter, Facebook posts with links to 30-second spot (if available), begin
30-second spot run at City Lights Theatres (if available), begin 30-second
spot runs on TV (if available).
• Second week: First postcard mails out (if available), continue print ads and
30-second video spot runs on TV and City Lights
• Third week: Continue print ads and 30-second video spot runs on TV and
City Lights
• Fourth week: Second postcard mails out (if available), continue print ads
and 30-second video spot runs on TV and City Lights
November 1-4:
• Final print ads, 30-second spot runs on TV and City Lights
Attachment number 2 \nPage 1 of 1
Item # D