Ord. 1579 2019-07-08 Ordinance No.
CERTIFICATE FOR ORDINANCE 2019-1579
THE STATE OF TEXAS §
COUNTIES OF BRAZORIA, FORT BEND AND HARRIS §
CITY OF PEARLAND §
I, the undersigned officers of the City of Pearland, Texas (the "City"), hereby
certify as follows:
1. The City Council of the City convened in a regular meeting on July 8, 2019, at the
regular meeting place thereof, within the City, and the roll was called of the duly constituted
officers and members of the City Council, to wit:
Tom Reid Mayor
Trent Perez Mayor Pro Tem
Luke Orlando Councilmember
Derrick Reed Councilmember
Gary Moore Councilmember
Adrian Hernandez Councilmember
J. David Little Councilmember
Woody Owens Councilmember
and all of such persons were present, except Woody Owens, thus constituting a quorum.
Whereupon, among other business,the following was transacted at said meeting: a written
ORDINANCE AUTHORIZING ISSUANCE OF CITY OF PEARLAND, TEXAS, WATER
AND SEWER SYSTEM REVENUE BONDS, SERIES 2019A; PRESCRIBING THE TERMS
THEREOF; PROVIDING FOR THE PAYMENT THEREOF; AWARDING THE SALE
THEREOF; MAKING OTHER PROVISIONS REGARDING SUCH BONDS AND MATTERS
INCIDENT THERETO
(the "Ordinance") was duly introduced for the consideration of the City Council and read in full.
It was then duly moved and seconded that the Ordinance be adopted; and, after due discussion,
such motion,carrying with it the adoption of the Ordinance,prevailed and carried by the following
vote:
AYES: 6 NAYS: 0 ABSTENTIONS: 0
2. That a true,full and correct copy of the Ordinance adopted at the meeting described
in the above and foregoing paragraph is attached to and follows this certificate;that the Ordinance
has been duly recorded in the City Council's minutes of such meeting;that the above and foregoing
paragraph is a true, full and correct excerpt from the City Council's minutes of such meeting
pertaining to the adoption of the Ordinance; that the persons named in the above and foregoing
paragraph are the duly chosen, qualified and acting officers and members of the City Council as
indicated therein; that each of the officers and members of the City Council was duly and
sufficiently notified officially and personally, in advance, of the date, hour, place and subject of
the aforesaid meeting, and that the Ordinance would be introduced and considered for adoption at
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such meeting,and each of such officers and members consented,in advance,to the holding of such
meeting for such purpose; that such meeting was open to the public as required by law; and that
public notice of the date, hour, place and subject of such meeting was given as required by the
Open Meetings Law, Chapter 551, Texas Government Code.
SIGNED AND SEALED this 11)14 $` 2019.
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City Secretary Mayor
OF PEARLAND, TEXAS CITY OF PEARLAND, TEXAS
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CITY OF PEARLAND, TEXAS
WATER AND SEWER SYSTEM REVENUE BONDS
SERIES 2019A
ORDINANCE NO.2019-1579
4160-9409-6923.5
TABLE OF CONTENTS
Page
ARTICLE I FINDINGS AND DETERMINATIONS 1
Section 1.1 Findings and Determinations 1
ARTICLE II DEFINITIONS AND INTERPRETATIONS 2
Section 2.1 Definitions 2
Section 2.2 Interpretations 6
ARTICLE III TERMS OF THE SERIES 2019A BONDS 6
Section 3.1 Name, Amount, Purpose, Authorization 6
Section 3.2 Numbers, Date and Denomination 6
Section 3.3 Interest Payment Dates, Interest Rates and Maturities 6
Section 3.4 Redemption Prior to Maturity 7
Section 3.5 Manner of Payment, Characteristics, Execution and
Authentication 8
Section 3.6 Approval by Attorney General; Registration by
Comptroller 9
Section 3.7 Authentication 9
Section 3.8 Special Record Date 9
Section 3.9 Ownership 10
Section 3.10 Book-Entry Only System 10
Section 3.11 Payments and Notices to Cede & Co 11
Section 3.12 Successor Securities Depository; Transfer Outside Book-
Entry Only System 11
Section 3.13 Registration, Transfer, and Exchange 11
Section 3.14 Cancellation of Series 2019A Bonds 12
Section 3.15 Mutilated, Lost, or Stolen Series 2019A Bonds 13
ARTICLE IV FORM OF SERIES 2019A BONDS AND CERTIFICATES 14
Section 4.1 Forms 14
Section 4.2 CUSIP Numbers 14
ARTICLE V SECURITY AND SOURCE OF PAYMENT FOR THE BONDS 14
Section 5.1 Pledge and Source of Payment 14
Section 5.2 Rates and Charges 15
Section 5.3 Special Funds 15
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TABLE OF CONTENTS
(continued)
Page
Section 5.4 Flow of Funds 16
Section 5.5 Interest and Sinking Fund 16
Section 5.6 Reserve Fund 17
Section 5.7 Deficiencies in Funds 18
Section 5.8 Investment of Funds; Transfer of Investment Income 18
Section 5.9 Security for Uninvested Funds 19
ARTICLE VI ADDITIONAL BONDS 19
Section 6.1 Additional Bonds 19
Section 6.2 Subordinate Lien Obligations 21
Section 6.3 Special Project Bonds 21
ARTICLE VII COVENANTS AND PROVISIONS RELATING TO BONDS 21
Section 7.1 Punctual Payment of Bonds 21
Section 7.2 Power to Own and Operate System; Ratemaking Power 21
Section 7.3 Maintenance of System 22
Section 7.4 Sale or Encumbrance of System 22
Section 7.5 Insurance 22
Section 7.6 Accounts, Records and Audits 22
Section 7.7 Competition 23
Section 7.8 Pledge and Encumbrance of Net Revenues 23
Section 7.9 Covenants with Respect to Certain Assumed Water
District Bonds 23
Section 7.10 Registered Owners' Rights and Remedies 24
Section 7.11 Defeasance 24
Section 7.12 Unavailability of Authorized Publication 25
Section 7.13 No Recourse Against City Officials 25
Section 7.14 Amendment to Ordinance 25
ARTICLE VIII CONCERNING THE PAYING AGENT/REGISTRAR 26
Section 8.1 Acceptance 26
Section 8.2 Fiduciary Account 26
Section 8.3 Bonds Presented 26
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TABLE OF CONTENTS
(continued)
Page
Section 8.4 Series 2019A Bonds Not Timely Presented 26
Section 8.5 Paying Agent/Registrar May Own Series 2019A Bonds 27
Section 8.6 Successor Paying Agents/Registrars 27
ARTICLE IX TAX EXEMPTION 28
Section 9.1 Covenants to Maintain Tax Exempt Status 28
ARTICLE X CONTINUING DISCLOSURE UNDERTAKING 31
Section 10.1 Annual Reports 31
Section 10.2 Event Notices 31
Section 10.3 Limitations, Disclaimers, and Amendments 33
Section 10.4 Definitions 34
ARTICLE XI SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS 34
Section 11.1 Sale of Series 2019A Bonds 34
Section 11.2 Approval, Registration and Delivery 34
Section 11.3 Offering Documents 35
Section 11.4 Application of Proceeds of Series 2019A Bonds 35
Section 11.5 Related Matters 35
Section 11.6 Control and Delivery of Series 2019A Bonds 36
ARTICLE XII SPECIAL PROVISIONS RELATING TO THE TEXAS WATER
DEVELOPMENT BOARD 36
Section 12.1 Compliance with the Texas Water Development Board's
Rules and Regulations 36
Section 12.2 Construction Fund; Timely Use of Proceeds 36
Section 12.3 Records; Final Accounting 37
Section 12.4 Annual Audit 37
Section 12.5 Unused Funds 37
Section 12.6 Investment of Proceeds 37
Section 12.7 Surplus Proceeds 37
Section 12.8 Insurance 38
Section 12.9 Water Conservation Program 38
Section 12.10TWDB Remedies 38
Section 12.11 Environmental Determination 38
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TABLE OF CONTENTS
(continued)
Page
Section 12.12Environmental Indemnification 38
Section 12.13 Compliance with Davis-Bacon 38
Section 12.14Federal Funding Accountability and Transparency Act 38
Section 12.15American Iron and Steel Requirement 38
Section 12.16Additional Covenants Related to Tax-Exempt Status 39
ARTICLE XIII MISCELLANEOUS 39
Section 13.1 Related Matters 39
Section 13.2 Severability 40
Section 13.3 Open Meeting 40
Section 13.4 Legal Opinion,Engagement of Bond Counsel 40
Section 13.5 Governing Law 40
Section 13.6 Repealer 40
Section 13.7 Effective Date 41
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CITY OF PEARLAND
ORDINANCE NO. 2019-1579
ORDINANCE AUTHORIZING ISSUANCE OF CITY OF PEARLAND,
TEXAS, WATER AND SEWER SYSTEM REVENUE BONDS, SERIES
2019A; PRESCRIBING THE TERMS THEREOF; PROVIDING FOR THE
PAYMENT THEREOF; AWARDING THE SALE THEREOF; MAKING
OTHER PROVISIONS REGARDING SUCH BONDS AND MATTERS
INCIDENT THERETO
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND,TEXAS:
ARTICLE I
FINDINGS AND DETERMINATIONS
Section 1.1 Findings and Determinations. It is hereby officially found and determined
that:
(a) The City is authorized by Chapter 1502, Texas Government Code, as
amended,to issue revenue bonds payable from the revenues of its water and sewer system
for the purpose of constructing repairs, improvements, additions and extensions to the
City's waterworks and sanitary sewer system.
(b) The City Council now deems it to be in the best interest of the City to issue,
sell and deliver the Series 2019A Bonds (hereinafter defined) as hereinafter authorized,
pursuant to the laws of the State of Texas, including specifically, Chapter 1502, Texas
Government Code.
(c) The conditions precedent to the issuance of additional bonds which are
contained in the ordinances authorizing the issuance of the Previously Issued Bonds and
the Series 2019A Bonds have been met, and the City is authorized to issue the revenue
bonds and make the pledges and covenants set forth herein.
(d) The Series 2019A Bonds herein authorized for issuance are to be delivered
to the Texas Water Development Board(the "TWDB" or the "Purchaser") in evidence of a
loan commitment received in the aggregate amount of the Series 2019A Bonds.
(e) The Series 2019A Bonds are issued in the aggregate principal amount of
$21,000,000, and shall be issued as the fourth installment of the $159,500,000 multi-year
commitment from the TWDB Drinking Water State Revolving Fund.
ARTICLE II
DEFINITIONS AND INTERPRETATIONS
Section 2.1 Definitions. In this Ordinance,the following terms shall have the following
meanings, unless the context clearly indicates otherwise:
"Act" shall mean, collectively Chapter 1502, Texas Government Code, as amended.
"Additional Bonds" shall mean the additional revenue bonds permitted to be issued by the
City pursuant to Section 6.1 hereof.
"Average Annual Principal and Interest Requirements" shall mean the average annual
principal and interest requirements for all Bonds. Upon the issuance of the Series 2019A Bonds,
the Average Annual Principal and Interest Requirements are hereby determined to be $9,799,403
and shall be recomputed upon the issuance of each series of Additional Bonds and set forth in each
ordinance authorizing the issuance of Additional Bonds. For purposes of calculating the Average
Annual Principal and Interest Requirements with respect to any variable rate Additional Bonds,
interest on such bonds shall be calculated in accordance with Section 6.1 of this Ordinance.
"Bonds" shall mean any or all of the Previously Issued Bonds,the Series 2019A Bonds and
any Additional Bonds from time to time hereafter issued,but only to the extent such Bonds remain
Outstanding within the meaning of this Ordinance.
"Business Day" shall mean any day other than (1) a Saturday or a Sunday, (2) a legal
holiday or the equivalent on which banking institutions generally are authorized or required to
close in New York,New York or Houston,Texas or any other city in which is located the principal
corporate trust office of the Paying Agent/Registrar or (3) a day on which the New York Stock
Exchange is closed in whole or in part.
"City" shall mean the City of Pearland, Texas, and, where appropriate, the City Council
thereof and any successor to the City as owner of the System.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Defeasance Securities" means (1) direct, non-callable obligations of the United States of
America, including obligations that are unconditionally guaranteed by the United States of
America, (2) non-callable 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 of the purchase thereof are rated as to investment quality by
a nationally recognized investment rating firm not less than "AAA" or its equivalent, and(3)non-
callable obligations of a state or an agency or a county,municipality,or other political subdivision
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of a state that have been refunded and that, on the date the governing body of the City adopts or
approves the proceedings authorizing the financial arrangements are rated as to investment quality
by a nationally recognized investment rating firm not less than "AAA" or its equivalent.
"DTC" shall mean The Depository Trust Company of New York, New York, or any
successor securities depository.
"DTC Participant" shall mean 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.
"Fiscal Year" shall mean the City's fiscal year, which currently runs from October 1 to
September 30, but which may be changed from time to time by the City.
"Gross Revenues" shall mean all revenues, income and receipts of every nature derived or
received by the City from the operation and ownership of the System;the interest income from the
investment or deposit of money in the Revenue Fund and the Reserve Fund (each hereinafter
defined in Article V hereof);and any other revenues hereafter pledged to the payment of all Bonds.
Gross Revenues shall not include any of(i)grants from,or payments by, any federal, state or local
governmental agency or authority or any other entity or person, the use of which is restricted by
law or by the terms of the grant or payment to capital expenditures of the System,(ii)capital assets,
debt service funds or debt service reserve funds of water districts or other public or private sewer
systems annexed, acquired or otherwise assumed by the City or (iii) any interest earned on items
(i) or(ii) above.
"Interest Payment Date," when used in connection with any Series 2019A Bond, shall
mean September 1 or March 1 of each year as applicable commencing March 1, 2020.
"Maintenance and Operation Expenses" shall mean the reasonable and necessary expenses
of operation and maintenance of the System, 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 Bonds), and all
payments(including payments of amounts equal to all or a part of the debt service on bonds issued
by other political subdivisions and authorities of the State of Texas)under contracts which are now
or hereafter defined as operating expenses by the Legislature of Texas. Depreciation shall never
be considered as a Maintenance and Operation Expense. Maintenance and Operation Expenses
shall include, without limitation, all payments under contracts for the impoundment, conveyance
or treatment of water or otherwise which are now or hereafter defined as operating expenses by
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the Legislature of Texas and the treatment of such payments as Maintenance and Operation
Expenses shall not be affected in any way if, subsequent to entering into such contracts, the City
acquires as a part of the System title to any properties or facilities used to impound,convey or treat
water under such contracts, or if the City contracts to acquire title to such properties or facilities
as a part of the System upon the final payment of debt service on the bonds issued to finance such
properties or facilities.
"MSRB" means the Municipal Securities Rulemaking Board.
"Net Revenues" shall mean all Gross Revenues remaining after deducting the Maintenance
and Operation Expenses.
"Ordinance" shall mean this Bond Ordinance and all amendments hereof and supplements
hereto.
"Outstanding" when used with reference to the Bonds shall mean, as of a particular date,
all such bonds theretofore delivered except: (a)any such bond canceled by or on behalf of the City
at or before said date; (b) any such bond defeased pursuant to the defeasance provisions of the
ordinance authorizing its issuance, or otherwise defeased as permitted by applicable law; and (c)
any such bond in lieu of or in substitution for which another bond shall have been delivered
pursuant to the ordinance authorizing the issuance of such bond.
"Owner"or"Registered Owner"when used with respect to any Bond,shall mean the person
or entity in whose name such Bond is registered in the Register. Any reference to a particular
percentage or proportion of the Owners of the Bonds of a particular class or series of Bonds shall
mean the Owners at a particular time of the specified percentage or proportion in aggregate
principal amount of all Bonds or the Bonds of such class or series then Outstanding.
"Paying Agent/Registrar" shall mean Wells Fargo Bank, N.A., Minneapolis, Minnesota,
and its successors in that capacity.
"Previously Issued Bonds" shall mean the Outstanding City of Pearland, Texas, Water and
Sewer System Adjustable Rate Revenue Bonds, Series 1999, the City of Pearland, Texas, Water
and Sewer System Revenue Bonds, Series 2007, the City of Pearland, Texas, Water and Sewer
System Revenue Refunding Bonds, Series 2010A, the City of Pearland, Texas, Water and Sewer
System Revenue Refunding Bonds, Series 2010B, the City of Pearland, Texas Water and Sewer
System Revenue and Refunding Bonds, Series 2012,the City of Pearland,Texas Water and Sewer
System Revenue Bonds, Series 2014, the City of Pearland, Texas Water and Sewer System
Revenue Bonds, Series 2016A, the City of Pearland, Texas Water and Sewer System Revenue
Bonds, Series 2016B, City of Pearland, Texas Water and Sewer System Revenue Bonds, Series
2016C, City of Pearland, Texas Water and Sewer System Revenue Bonds, Series 2017A, City of
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Pearland, Texas Water and Sewer System Revenue Bonds, Series 2017B, City of Pearland, Texas
Water and Sewer System Revenue and Refunding Bonds, Series 2017C, City of Pearland, Texas
Water and Sewer System Revenue Bonds, Series 2018A, and City of Pearland, Texas Water and
Sewer System Revenue Bonds, Series 2018B.
"Purchaser" shall mean the Texas Water Development Board.
"Record Date" shall mean, with respect to any Interest Payment Date, the fifteenth day of
the month, whether or not a Business Day, next preceding each Interest Payment Date.
"Register"shall mean the books of registration kept by the Paying Agent/Registrar in which
are maintained the names and addresses of and the principal amounts registered to each Owner of
Series 2019A Bonds.
"Series 2019A Bonds" shall mean the City of Pearland, Texas, Water and Sewer System
Revenue Bonds, Series 2019A, authorized by this Ordinance.
"Special Project" shall mean, to the extent permitted by law, any water or sewer 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 or revenues of the System and for
which all maintenance and operation expenses are payable from sources other than ad valorem
taxes or revenues of the System,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.
"Subordinate Lien Obligations" shall mean the obligations permitted to be issued by the
City pursuant to Section 6.2 hereof.
"Surety Policy" shall mean and include a surety bond,bond insurance policy or other credit
agreement, as authorized by Section 1502.064, Texas Government Code, provided that the issuer
of any Surety Policy shall be rated in the highest rating category at the time of issuance of such
Surety Policy by A.M. Best Company, Standard & Poor's Ratings Group, or Moody's Investors
Service. A Surety Policy shall insure all Bonds and Additional Bonds on a pro rata basis. A Surety
Policy may include a letter of credit or other agreement or instrument, including any related
reimbursement or financial guaranty agreement, whereby the issuer is obligated to provide funds
up to and including the maximum amount and under the conditions specified in such agreement or
instrument.
"System" shall mean all properties, facilities, improvements, equipment, interests, rights
and powers constituting the water and sewer system of the City, and all future extensions,
5
replacements, betterments, additions, improvements, enlargements, acquisitions, purchases and
repairs to the System, including without limitation, all those heretofore or hereafter acquired as a
result of the annexation and dissolution of water districts or the acquisition of the properties or
assets of any other public,private or non-profit entities. The System shall not include any Special
Project.
Section 2.2 Interpretations. All terms defined herein and all pronouns used in this
Ordinance shall be deemed to apply equally to singular and plural and to all genders. The titles
and headings of the articles and sections of this Ordinance and the Table of Contents of this
Ordinance have been inserted for convenience of reference only and are not to be considered a part
hereof and shall not in any way modify or restrict any of the terms or provisions hereof. This
Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the
purposes set forth herein and to sustain the validity of the Series 2019A Bonds and the validity of
the lien on and pledge of the Net Revenues to secure the payment of the Series 2019A Bonds.
ARTICLE III
TERMS OF THE SERIES 2019A BONDS
Section 3.1 Name,Amount,Purpose,Authorization. The City of Pearland,Texas Water
and Sewer System Revenue Bonds, Series 2019A shall be issued in fully registered form, without
coupons, in the aggregate principal amount of TWENTY ONE MILLION DOLLARS
($21,000,000) for the purposes of(i) constructing certain repairs, improvements, additions and
extensions to the System, and (ii)payment of expenses of issuance of the Series 2019A Bonds, all
under and pursuant to the authority of the Act and all other applicable law.
Section 3.2 Numbers, Date and Denomination. The Series 2019A Bonds shall be
initially issued bearing the numbers, in the principal amounts and bearing interest at the rates set
forth in Section 3.3 hereof. The Series 2019A Bonds shall be dated as of August 1,2019 and shall
be issued in denominations of$5,000 of principal amount or any integral multiple thereof.
Section 3.3 Interest Payment Dates, Interest Rates and Maturities. The Series 2019A
Bonds shall bear interest from the later of the date of delivery of the Series 2019A Bonds to the
Purchaser, or the most recent Interest Payment Date to which interest has been paid or duly
provided for, at the rate or rates per annum set forth below, calculated on the basis of a 360-day
year composed of twelve 30-day months and payable semiannually on March 1 and September 1
of each year, commencing March 1, 2020 until maturity or prior redemption.
The Series 2019A Bonds shall mature and become payable on the dates and in the
respective principal amounts set forth below, subject to prior redemption as set forth in this
Ordinance:
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Bond Maturity Principal Interest
Number (09/01) Amount Rate
R-1 2020 $700,000 0.00%
R-2 2021 700,000 0.00
R-3 2022 700,000 0.00
R-4 2023 700,000 0.00
R-5 2024 700,000 0.02
R-6 2025 700,000 0.09
R-7 2026 700,000 0.16
R-8 2027 700,000 0.24
R-9 2028 700,000 0.32
R-10 2029 700,000 0.40
R-11 2030 700,000 0.49
R-12 2031 700,000 0.57
R-13 2032 700,000 0.64
R-14 2033 700,000 0.70
R-15 2034 700,000 0.75
R-16 2035 700,000 0.79
R-17 2036 700,000 0.83
R-18 2037 700,000 0.87
R-19 2038 700,000 0.91
R-20 2039 700,000 0.95
R-21 2040 700,000 0.99
R-22 2041 700,000 1.03
R-23 2042 700,000 1.06
R-24 2043 700,000 1.08
R-25 2044 700,000 1.09
R-26 2045 700,000 1.10
R-27 2046 700,000 1.11
R-28 2047 700,000 1.12
R-29 2048 700,000 1.13
R-30 2049 700,000 1.14
Section 3.4 Redemption Prior to Maturity.
(a) Optional Redemption-The City reserves the right, at its option,to redeem
prior to maturity Series 2019A Bonds maturing on or after September 1, 2030, in inverse
order of maturity, in whole or in part, in principal installments of$5,000 or any integral
multiple thereof, on September 1, 2029, or any date thereafter, at a price equal to the
principal amount of the Series 2019A Bonds or portions thereof called for redemption plus
accrued interest to the date of redemption.
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(b) Series 2019A Bonds may be redeemed only in integral multiples of$5,000
of principal amount. If a Series 2019A Bond subject to redemption is in a denomination
larger than $5,000, a portion of such Series 2019A Bond may be redeemed, but only in
integral multiples of$5,000. In selecting portions of Series 2019A Bonds for redemption,
the Registrar shall treat each Series 2019A Bond as representing that number of Series
2019A Bonds of$5,000 denomination which is obtained by dividing the principal amount
of such Series 2019A Bond by $5,000. Upon surrender of any Series 2019A Bond for
redemption in part,the Registrar,in accordance with Section 3.13 hereof,shall authenticate
and deliver in exchange therefor a Series 2019A Bond or Bonds of like maturity and
interest rate in an aggregate principal amount equal to the unredeemed portion of the Series
2019A Bond so surrendered.
(c) Not less than thirty(30)days prior to a redemption date for the Series 2019A
Bonds, a notice of redemption will be sent by U.S. mail, first class postage prepaid, in the
name of the City to each Owner of a Series 2019A Bond to be redeemed in whole or in
part at the address of such Owner appearing on the Register at the close of business on the
Business Day next preceding the date of mailing. Such notices shall state the redemption
date, the redemption price, the place at which Series 2019A Bonds are to be surrendered
for payment and, if less than all Series 2019A Bonds outstanding are to be redeemed, the
numbers of Series 2019A Bonds or portions thereof to be redeemed. Any notice of
redemption so mailed as provided in this Section will be conclusively presumed to have
been duly given, whether or not the Owner receives such notice. By the date fixed for
redemption, due provision shall be made with the Registrar for payment of the redemption
price of the Series 2019A Bonds or portions thereof to be redeemed. When Series 2019A
Bonds have been called for redemption in whole or in part and notice of redemption has
been given as herein provided, the Series 2019A Bonds or portions thereof so redeemed
shall no longer be regarded to be outstanding, except for the purpose of receiving payment
solely from the funds so provided for redemption, and interest which would otherwise
accrue or compound after the redemption date on any Series 2019A Bond or portion thereof
called for redemption shall terminate on the date fixed for redemption.
Section 3.5 Manner of Payment, Characteristics, Execution and Authentication. The
Paying Agent/Registrar shall be the paying agent for the Series 2019A Bonds. The Series 2019A
Bonds shall be payable,shall have the characteristics,shall be signed and executed,shall be sealed,
and shall be authenticated, all as provided Form of Bond included as Exhibit A to this Ordinance.
The Series 2019A Bonds initially delivered shall also have attached or affixed to each such Series
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2019A Bond the registration certificate of the Comptroller of Public Accounts of the State of
Texas.
The Series 2019A Bonds shall be signed on behalf of the City by the Mayor and
countersigned by the City Secretary or Deputy City Secretary by their manual, lithographed, or
facsimile signatures thereon. Such facsimile signature on the Series 2019A Bonds shall have the
same effect as if each of the Series 2019A Bonds had been signed manually and in person by each
of said officials. If any officer of the City whose manual or facsimile signature shall appear on the
Series 2019A Bonds, as provided in the Form of Bond included as Exhibit A hereto, shall cease to
be such officer before the authentication of the Series 2019A Bonds or before the delivery of the
Series 2019A Bonds, such manual or facsimile signature shall nevertheless be valid and sufficient
for all purposes as if such officer had remained in such office.
The approving legal opinion of Orrick,Herrington& Sutcliffe LLP,Houston,Texas,Bond
Counsel, may be printed on the Series 2019A Bonds over the certification of the City Secretary,
which may be executed in facsimile. CUSIP numbers also may be printed on the Series 2019A
Bonds, but errors or omissions in the printing of either the opinion or the numbers shall have no
effect on the validity of the Series 2019A Bonds.
Section 3.6 Approval by Attorney General; Registration by Comptroller. The Initial
Series 2019A Bond shall be delivered to the Attorney General of the State of Texas for examination
and approval and shall be registered by the Comptroller of Public Accounts of the State of Texas.
The manually executed registration certificate of such Comptroller substantially in the form
provided in Exhibit A of this Ordinance shall be affixed or attached to the Initial Series 2019A
Bonds.
Section 3.7 Authentication. Except for the Series 2019A Bonds to be initially issued,
which need not be authenticated, only such Series 2019A Bonds as shall bear thereon a certificate
of authentication substantially in the form provided in Exhibit A of this Ordinance, manually
executed by an authorized representative of the Paying Agent/Registrar, shall be entitled to the
benefits of this Ordinance or shall be valid or obligatory for any purpose. Such duly executed
certificate of authentication shall be conclusive evidence that the Series 2019A Bond so
authenticated was delivered by the Paying Agent/Registrar hereunder.
Section 3.8 Special Record Date. If interest on any Series 2019A Bond is not paid on
any Interest Payment Date and continues unpaid for 30 days thereafter,the Paying Agent/Registrar
shall establish a new record date for the payment of such interest,to be known as a"Special Record
Date." The Paying Agent/Registrar shall establish a Special Record Date when funds to make such
interest payment are received from or on behalf of the City. Such Special Record Date shall be
fifteen(15)days prior to the date fixed for payment of such past due interest,and notice of the date
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of payment and the Special Record Date shall be sent by United States mail, first class, postage
prepaid, not later than five (5) days prior to the Special Record Date,to each Registered Owner of
an affected Series 2019A Bond as of the close of business on the day prior to the mailing of such
notice.
Section 3.9 Ownership. Subject to the further provisions of this Section, the City, the
Paying Agent/Registrar, and any other person may treat the person in whose name any Series
2019A Bond is registered on the Register as the absolute Owner of such Series 2019A Bond for
the purpose of making and receiving payment of the principal of or interest on such Series 2019A
Bond, and for all other purposes, whether or not such Series 2019A Bond is overdue, and neither
the City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary.
All payments made to the person deemed to be the Owner of any Series 2019A Bond in accordance
with this Section 3.9 shall be valid and effectual and shall discharge the liability of the City and
the Paying Agent/Registrar upon such Series 2019A Bond to the extent of the sums paid.
Section 3.10 Book-Entry Only System. The definitive Series 2019A Bonds shall be
initially issued in the form of a separate single fully registered Series 2019A Bond for each of the
maturities thereof. Upon initial issuance, the ownership of each such Series 2019A Bond shall be
registered in the name of Cede& Co., as nominee of DTC, and except as provided in Section 3.12
hereof, all of the Outstanding Bonds shall be registered in the name of Cede& Co., as nominee of
DTC. 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 Owner at the close
of business on the Record Date, the word "Cede & Co." in this Ordinance shall refer to such new
nominee of DTC.
With respect to Series 2019A 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
DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in
the Series 2019A Bonds. Without limiting the immediately preceding sentence, the City and the
Paying Agent/Registrar shall have no responsibility or obligation with respect to (a) the accuracy
of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest
in the Series 2019A Bonds,(b)the delivery to any DTC Participant or any other person, other than
a Registered Owner of a Series 2019A Bond, as shown on the Register, of any notice with respect
to the Series 2019A Bonds, including any notice of redemption or (c) the payment to any DTC
Participant or any other person, other than a Registered Owner of a Series 2019A Bond as shown
in the Register, of any amount with respect to principal of Series 2019A Bonds, premium, if any,
or interest on the Series 2019A Bonds.
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Except as provided in Section 3.11 of this Ordinance, the City and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Series 2019A
Bond is registered in the Register as the absolute owner of such Series 2019A Bond for the purpose
of payment of principal of, premium, if any, and interest on Series 2019A Bonds, for the purpose
of giving notices of redemption and other matters with respect to such Series 2019A Bond, for the
purpose of registering transfer with respect to such Series 2019A Bond, and for all other purposes
whatsoever. The Paying Agent/Registrar shall pay all principal of Series 2019A Bonds, premium,
if any, and interest on the Series 2019A Bonds only to or upon the order of the respective owners,
as shown in the Register 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, premium, if any, and interest on the
Series 2019A Bonds to the extent of the sum or sums so paid.No person other than an owner shall
receive a Series 2019A Bond evidencing the obligation of the City to make payments of amounts
due pursuant to this Ordinance.
Section 3.11 Payments and Notices to Cede&Co..Notwithstanding any other provision
of this Ordinance to the contrary, as long as any Series 2019A Bonds are registered in the name of
Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and
interest on the Series 2019A Bonds, and all notices with respect to such Series 2019A Bonds shall
be made and given, respectively, in the manner provided in the representation letter of the City to
DTC.
Section 3.12 Successor Securities Depository., Transfer Outside Book-Entry Only
System. In the event that the City or the Paying Agent/Registrar determines that DTC is incapable
of discharging its responsibilities described herein and in the representation letter of the City to
DTC,and that it is in the best interest of the beneficial owners of the Series 2019A Bonds that they
be able to obtain certificated Series 2019A Bonds,the City or the Paying Agent/Registrar shall(a)
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 of the appointment of such
successor securities depository and transfer one or more separate Series 2019A Bonds to such
successor securities depository or(b)notify DTC of the availability through DTC of Series 2019A
Bonds and transfer one or more separate Series 2019A Bonds to DTC Participants having Series
2019A Bonds credited to their DTC accounts. In such event, the Series 2019A Bonds shall no
longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of
DTC, but may be registered in the name of the successor securities depository, or its nominee, or
in whatever name or names a Registered Owner of a Series 2019A Bond transferring or exchanging
Series 2019A Bonds shall designate, in accordance with the provisions of this Ordinance.
Section 3.13 Registration, Transfer, and Exchange. The Paying Agent/Registrar shall
keep the Register at its principal corporate trust office and, subject to such reasonable regulations
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as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of
Series 2019A Bonds in accordance with the terms of this Ordinance.
Each Series 2019A Bond shall be transferable only upon the presentation and surrender
thereof at the principal corporate trust office of the Paying Agent/Registrar, duly endorsed for
transfer, or accompanied by an assignment duly executed by the Registered Owner or his
authorized representative in form satisfactory to the Paying Agent/Registrar. Upon due
presentation of any Series 2019A Bond in proper form for transfer, the Paying Agent/Registrar
shall authenticate and deliver in exchange therefor, within three (3) Business Days after such
presentation, a new Series 2019A Bond or Series 2019A Bonds, registered in the name of the
transferee or transferees, in the same maturity and aggregate principal amount and bearing interest
at the same rate as the Series 2019A Bond or Series 2019A Bonds so presented.
All Series 2019A Bonds shall be exchangeable upon presentation and surrender thereof at
the principal corporate trust office of the Paying Agent/Registrar for a Series 2019A Bond or Series
2019A Bonds of the same maturity in any authorized denomination and interest rate, in an
aggregate amount equal to the unpaid principal amount of the Series 2019A Bond or Series 2019A
Bonds presented for exchange. The Paying Agent/Registrar shall be and is hereby authorized to
authenticate and deliver exchange Series 2019A Bonds in accordance with the provisions of this
Section 3.11. Each Series 2019A Bond delivered in accordance with this Section 3.11 shall be
entitled to the benefits and security of this Ordinance to the same extent as the Series 2019A Bond
or Series 2019A Bonds in lieu of which such Series 2019A Bond is delivered.
The City or the Paying Agent/Registrar may require the Owner of any Series 2019A Bond
to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in
connection with the transfer or exchange of such Series 2019A Bond. Any fee or charge of the
Paying Agent/Registrar for such transfer or exchange shall be paid by the City.
The Paying Agent/Registrar shall not be required to transfer or exchange any Series 2019A
Bond called for redemption in whole or in part during the forty-five (45) day period immediately
prior to the date fixed for redemption; provided, however, that this restriction shall not apply to
the transfer or exchange by the Registered Owner of the unredeemed portion of a Series 2019A
Bond called for redemption in part.
Section 3.14 Cancellation of Series 2019A Bonds. All Series 2019A Bonds paid or
redeemed in accordance with this Ordinance, and all Series 2019A Bonds in lieu of which
exchange Series 2019A Bonds or replacement Series 2019A Bonds are authenticated and delivered
in accordance herewith, shall be canceled and destroyed upon the making of proper records
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regarding such payment or redemption. The Paying Agent/Registrar shall furnish the City with
appropriate certificates of destruction of such Series 2019A Bonds.
Section 3.15 Mutilated, Lost, or Stolen Series 2019A Bonds. Upon the presentation and
surrender to the Paying Agent/Registrar of a mutilated Series 2019A Bond, the Paying
Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like
maturity, interest rate, and principal amount, bearing a number not contemporaneously
outstanding. The City or the Paying Agent/Registrar may require the Owner of such Series 2019A
Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith and any other expenses connected therewith, including the fees and
expenses of the Paying Agent/Registrar.
If any Series 2019A Bond is lost, apparently destroyed, or wrongfully taken, the City,
pursuant to the applicable laws of the State of Texas, and in the absence of notice or knowledge
that such Series 2019A Bond has been acquired by a bona fide purchaser, shall execute and the
Paying Agent/Registrar shall authenticate and deliver, a replacement Series 2019A Bond of like
maturity, interest rate, and principal amount, bearing a number not contemporaneously
outstanding,provided that the Owner thereof shall have:
(a) furnished to the City and the Paying Agent/Registrar satisfactory evidence
of the ownership of and the circumstances of the loss, destruction or theft of such Series
2019A Bond;
(b) furnished such security or indemnity as may be required by the Paying
Agent/Registrar and the City to save them harmless;
(c) paid all expenses and charges in connection therewith, including, but not
limited to, printing costs, legal fees, fees of the Paying Agent/Registrar, and any tax or
other governmental charge that may be imposed; and
(d) met any other reasonable requirements of the City and the Paying
Agent/Registrar.
If, after the delivery of such replacement Series 2019A Bond, a bona fide purchaser of the
original Bond in lieu of which such replacement Bond was issued presents for payment such
original Series 2019A Bond, the City and the Paying Agent/Registrar shall be entitled to recover
such replacement Series 2019A Bond from the person to whom it was delivered or any person
taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security
or indemnity provided therefor to the extent of any loss, damage, cost, or expense incurred by the
City or the Paying Agent/Registrar in connection therewith.
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If any such mutilated, lost, apparently destroyed, or wrongfully taken Series 2019A Bond
has become or is about to become due and payable,the City in its discretion may,instead of issuing
a replacement Series 2019A Bond,authorize the Paying Agent/Registrar to pay such Series 2019A
Bond.
Each replacement Series 2019A Bond delivered in accordance with this Section 3.13 shall
be entitled to the benefits and security of this Ordinance to the same extent as the Series 2019A
Bond or Series 2019A Bonds in lieu of which such replacement Series 2019A Bond is delivered.
ARTICLE IV
FORM OF SERIES 2019A BONDS AND CERTIFICATES
Section 4.1 Forms. The form of the Series 2019A Bonds, including the form of the
Paying Agent/Registrar's Authentication Certificate, the form of Assignment, the form of the
Comptroller's Registration Certificate and the form of the Statement of Insurance, if any, which
shall be attached or affixed to the Initial Series 2019A Bonds, shall be, respectively, as described
in Exhibit A to this Ordinance, with such additions, deletions, and variations as may be necessary
or desirable and not prohibited by this Ordinance.
Section 4.2 CUSIP Numbers. CUSIP numbers also may be printed on the Series 2019A
Bonds, but errors or omissions in the printing of either the opinion or the numbers shall have no
effect on the validity of the Series 2019A Bonds.
ARTICLE V
SECURITY AND SOURCE OF
PAYMENT FOR THE BONDS
Section 5.1 Pledge and Source of Payment. The City hereby covenants and agrees that
Gross Revenues of the System shall, as collected and received by the City, be deposited and paid
into the special funds hereinafter established, and shall be applied in the manner hereinafter set
forth, in order to provide for the payment of all Maintenance and Operation Expenses and to
provide for the payment of principal of, interest on and any redemption premiums on the Bonds
and all expenses of paying same;and to provide for the disposition of the remaining Net Revenues.
The Bonds shall constitute special obligations of the City that shall be payable solely from and
shall be equally and ratably secured by a first lien on and pledge of the Net Revenues as collected
and received by the City from the operation and ownership of the System, which Net Revenues
shall, in the manner herein provided,be set aside for and are hereby pledged to the payment of the
Bonds in the Interest and Sinking Fund and the Reserve Fund as hereinafter provided, and the
Bonds shall be, in all respects, on a parity with and of equal dignity with one another. The Owners
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of the Bonds shall never have the right to demand payment of either the principal of, interest on or
any redemption premium on the Bonds out of any funds raised or to be raised by taxation.
Section 5.2 Rates and Charges. So long as any Bonds remain Outstanding,the City shall
fix,charge and collect rates and charges for the use and services of the System which are calculated
to be fully sufficient to produce Net Revenues in each Fiscal Year at least equal to 115% of the
principal and interest requirements scheduled to occur in such Fiscal Year on all Bonds then
Outstanding, plus an amount equal to the sum of all deposits required to be made to the Reserve
Fund in such Fiscal Year(but in no event shall Net Revenues ever be less than the amount required
to establish and maintain the Interest and Sinking Fund and the Reserve Fund as hereinafter
provided)and,to the extent that funds for such purpose are not otherwise available,to pay all other
outstanding obligations payable from the Net Revenues of the System,including all amounts owed
by the City to a provider of a Surety Policy, if any, as and when the same become due. For the
purpose of complying with its obligation to fix, charge and collect rates and charges, as herein
provided, the City shall be entitled to rely on the certificate described in Section 6.1 of this
Ordinance, as therein provided, in determining the amount of interest anticipated to be paid in
respect of Bonds bearing interest at a variable rate.
The City will not grant or permit any free service from the System, except for public
buildings and institutions operated by the City. In addition, the City will not grant or permit any
free service from the System permitted by the previous sentence if to do so would violate any
condition or covenant to which the City is bound in connection with any federal grant agreement
or otherwise.
Section 5.3 Special Funds. The following "Special Funds" shall be established,
maintained and accounted for as hereinafter provided so long as any of the Bonds remain
Outstanding:
(a) Revenue Fund;
(b) Interest and Sinking Fund; and
(c) Reserve Fund.
All of such Funds shall be maintained as separate accounts on the books of the City. The
Interest and Sinking. Fund and the Reserve Fund shall constitute trust funds which shall be held in
trust for the Owners of the Bonds and the proceeds of which shall be pledged to the payment of
the Bonds. All of the Funds named above shall be used solely as herein provided so long as any
Bonds remain Outstanding.
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Section 5.4 Flow of Funds. Gross Revenues of the System shall be deposited as
collected into the Revenue Fund.Moneys from time to time on deposit to the credit of the Revenue
Fund shall be applied in the following manner and in the following order of priority:
(a) First, to pay Maintenance and Operation Expenses and to provide by
encumbrance for the payment of all obligations incurred by the City for Maintenance and
Operation Expenses and to establish and maintain an operating reserve equal to one month's
estimated Maintenance and Operation Expenses;
(b) Second,to make all deposits into the Interest and Sinking Fund required by
any ordinance authorizing the issuance of Bonds;
(c) Third, to reimburse the provider of a Surety Bond any amounts advanced
under such Surety Bond;
(d) Fourth, to pay interest to any provider of a Surety Bond any amounts
advanced under such Surety Bond;
(e) Fifth,to make all deposits into the Reserve Fund required by any ordinance
authorizing the issuance of Bonds;
(f) Sixth,to make all deposits, as may be required by any ordinance of the City
authorizing the issuance of certain Subordinate Lien Obligations described in Section 6.2
hereof, in order to provide for the payment of and security for such Subordinate Lien
Obligations; and
(g) Seventh, for any lawful purpose.
Section 5.5 Interest and Sinking Fund. On or before the last Business Day of each month
so long as any Bonds remain Outstanding, after making all required payments and provision for
payment of Maintenance and Operation Expenses, there shall be transferred into the Interest and
Sinking Fund from the Revenue Fund the following amounts:
(a) Such amounts, in approximately equal monthly installments, as will be
sufficient to accumulate the amount required to pay the interest scheduled to become due
on the Bonds on the next Interest Payment Date; and
(b) Such amounts, in approximately equal monthly installments, as will be
sufficient to accumulate the amount required to pay the next maturing principal of the
Bonds(i.e.,the principal amount payable on the next September 1),including the principal
amounts of, and any redemption premiums on, any Bonds payable as a result of the
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operation or exercise of any mandatory or optional redemption provision contained in any
ordinance authorizing the issuance of Bonds.
Whenever the total amounts on deposit to the credit of the Interest and Sinking Fund and
the Reserve Fund shall be equivalent to the sum of the aggregate principal amount of all
Outstanding Bonds plus the aggregate amount of all interest accrued and to accrue thereon, no
further payments need be made into the Interest and Sinking Fund or the Reserve Fund, and such
Bonds shall not be regarded as being Outstanding except for the purpose of being paid with the
moneys on deposit in such Funds.
Moneys deposited to the credit of the Interest and Sinking Fund shall be used solely for the
purpose of paying principal (at maturity, prior redemption or tender, or to purchase Bonds in the
open market to be credited against mandatory redemption requirements), interest and redemption
premiums on the Bonds, plus all bank charges and other costs and expenses relating to such
payment.
On or before each date principal becomes due and/or each Interest Payment Date on the
Bonds,the City shall transfer from the Interest and Sinking Fund to the Paying Agent for the Bonds
an amount equal to the principal of, interest on and any redemption premiums payable on the
Bonds on such date,together with an amount equal to all bank charges and other costs and expenses
relating to such payment. The Paying Agent shall destroy all paid Bonds and shall provide the City
with an appropriate certificate of destruction.
Section 5.6 Reserve Fund. On or before the last Business Day of each month so long as
any Bonds remain Outstanding, after making all required payments and provision for payment of
Maintenance and Operation Expenses and after making all required transfers into the Interest and
Sinking Fund, there shall be transferred into the Reserve Fund from the Revenue Fund amounts
equal to one-sixtieth (1/60th) of the Average Annual Principal and Interest Requirements on the
Bonds unless or until there has been accumulated in the Reserve Fund money and investments in
an aggregate amount at least equal to the Average Annual Principal and Interest Requirements on
the Bonds; provided that additional deposits into the Reserve Fund sufficient to provide for the
increased reserve requirements resulting from the issuance of any Additional Bonds shall be made
by not later than 60 months from the date of issuance of such Additional Bonds as required by
Section 6.1(d) hereof. Such additional deposits into the Reserve Fund in connection with the
issuance of any Additional Bonds shall be made each month in amounts equal to one-sixtieth
(1/60th) of the Average Annual Principal and Interest Requirements on the Bonds and such
Additional Bonds. After such amount has accumulated in the Reserve Fund and so long thereafter
as such fund contains such amount, no further deposits shall be required to be made into the
Reserve Fund, and any excess amounts in the Fund may be transferred to the Revenue Fund; but
if and whenever the balance in the Reserve Fund is reduced below such amount, monthly deposits
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into such Fund shall be resumed and continued in amounts at least equal to one-twelfth (1/12th)
of the Average Annual Principal and Interest Requirements on the Bonds until the Reserve Fund
has been restored to such amount. The Reserve Fund shall be used to pay the principal of and
interest on the Bonds at any time when there is not sufficient money available in the Interest and
Sinking Fund for such purpose and it may be used finally to pay and retire the last Bonds to mature
or be redeemed. With regard to funds released from the Reserve Fund, if any, any such funds that
constitute bond proceeds may be used only for the purposes authorized herein or to retire the bonds.
The requirements of the immediately preceding paragraph of this Section notwithstanding,
the City may provide a Surety Policy or Policies issued in amounts equal to all or part of the
Average Annual Principal and Interest Requirements on the Bonds in lieu of depositing cash into
the Reserve Fund; provided, however, that no such Surety Policy may be so substituted unless (i)
the ordinance authorizing the substitution of the Surety Policy for all or part of the Average Annual
Principal and Interest Requirements on the Bonds contains a finding that such substitution is cost
effective and (ii) the City obtains an opinion of nationally recognized bond counsel that such
substitution is permitted by applicable Texas law then in effect. If a Surety Policy or Policies are
issued in accordance with the preceding sentence, such Surety Policy or Policies shall be drawn
upon and reimbursed on a pro rata basis.
In the event a Surety Policy issued to satisfy all or a part of the City's obligation with respect
to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the Average
Annual Principal and Interest Requirements on all Bonds, the City may transfer such excess
amount to any fund or funds established for the payment of or security for Bonds or any
Subordinate Lien Obligations (including any escrow established for the final payment of any such
obligations pursuant to Chapter 1207,Texas Government Code);provided,however,that no funds
constituting bond proceeds shall be transferred for the benefit of the Subordinate Lien Obligations.
Section 5.7 Deficiencies in Funds. If in any month there shall not be deposited into any
fund maintained pursuant to this Article the full amounts required hereinabove,amounts equivalent
to such deficiency shall be set apart and paid into such Special Fund or Funds from the first
available and unallocated moneys in the Revenue Fund, and such payment shall be in addition to
the amounts otherwise required to be paid into such Funds during any succeeding month or months.
To the extent necessary,the rates and charges for the System shall be increased to make up for any
such deficiencies.
Section 5.8 Investment of Funds; 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 time deposits or certificates of deposit
secured in the manner required by law for public funds,or be invested in direct obligations
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of, or obligations the principal of and interest on which are unconditionally guaranteed by,
the United States of America, in obligations of any agencies or instrumentalities of the
United States of America or as otherwise permitted by state law; provided that all such
deposits and investments shall be made in such manner (which may include repurchase
agreements for such investments with any national bank) that the money required to be
expended from any Special Fund will be available at the proper time or times,and provided
further that in no event shall such deposits or investments of moneys in the Reserve Fund
mature later than the final maturity date of the Bonds.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 in an official
depository of the City, except as hereinafter provided. 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 which shall be kept and held at an official
depository of the City, 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 deposits and investments shall
be credited monthly to the Special Fund from which such investment was made.
Section 5.9 Security for Uninvested Funds. So long as any Bonds remain Outstanding,
all uninvested moneys on deposit in, or credited to, the Revenue Fund, the Interest and Sinking
Fund and the Reserve Fund shall be secured by the pledge of security as provided by law for cities
in the State of Texas.
ARTICLE VI
ADDITIONAL BONDS
Section 6.1 Additional Bonds. The City reserves the right to issue, for any lawful
purpose,including the refunding of any previously issued Bonds or any other bonds or obligations
of the City issued in connection with the System or payable from Net Revenues,one or more series
of Additional Bonds on a parity with the Outstanding Bonds and any Additional Bonds then
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Outstanding, payable from, and secured by a first lien on, the Net Revenues of the System;
provided, however, that no Additional Bonds may be issued unless:
(a) All Additional Bonds shall mature only on September 1 and interest thereon
shall be payable only on March 1 and September 1;
(b) The Interest and Sinking Fund and the Reserve Fund each contains the
amount of money then required to be on deposit therein;
(c) For either the preceding Fiscal Year or any consecutive 12-month period
out of the 15-month period immediately preceding the month in which the bond ordinance
authorizing such Additional Bonds is adopted(the "Base Period") either:
(i) Net Revenues are certified by the Director of Finance of the City or
the Deputy City Manager of the City to have been equal to at least one hundred and
forty percent (140%) of the Average Annual Principal and Interest Requirements
on all Bonds, after giving effect to the issuance of the Additional Bonds to be
issued; or
(ii) Net Revenues, adjusted to give effect to any rate increase or
annexation of territory placed into effect or consummated prior to the adoption of
the ordinance authorizing the Additional Bonds to the same extent as if such rate
increase or annexation had been placed into effect or consummated prior to the
commencement of the Base Period, would have been equal to at least the amount
required in paragraph(1) above,as certified by an independent consulting engineer
or independent firm of consulting engineers;
Provided, however, that this requirement shall not apply to the issuance of any series of
Additional Bonds for refunding purposes that will not have the result of increasing the average
annual principal and interest requirements on the Bonds; and
(d) Provision is made in the bond ordinance authorizing the Additional Bonds
then proposed to be issued for (1) additional payments into the Interest and Sinking Fund
sufficient to provide for the payment of the increased principal of and interest on the Bonds
resulting from the issuance of such Additional Bonds, and(2)additional payments into the
Reserve Fund sufficient to provide for the accumulation therein of the increased reserve
requirement resulting from the issuance of such Additional Bonds, by not later than sixty
(60) months from the date of issuance of such Additional Bonds.
The provisions of this Section 6.1(a)notwithstanding,the City may issue Additional Bonds
that bear interest at a variable rate. Such variable rate bonds may mature on dates other than
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September 1 and interest thereon may be payable on dates other than March 1 or September 1;
provided that the issuance of Additional Bonds as variable rate bonds may not cause the total
amount of Outstanding Bonds that are variable rate bonds to exceed 50% (20% as long as the
Series 1999 Bonds shall remain outstanding)of the aggregate principal amount of all Outstanding
Bonds and Subordinate Lien Obligations at the time of such issuance. For purposes of calculating
the funding requirements for the Reserve Fund and for the purposes of calculating compliance
with the conditions precedent to the issuance of Additional Bonds pursuant to Section 6.1(c) and
the rate covenant set forth in Section 5.2, any Bonds that are variable rate bonds shall be assumed
to bear interest at a rate which shall be estimated and certified by the financial advisor to the City
as the rate that would be borne by such variable rate bonds if they were at the date of such
certification issued as Bonds bearing a fixed rate of interest to their scheduled maturity or
maturities.
Section 6.2 Subordinate Lien Obligations. The City reserves the right to issue, for any
lawful purpose, bonds, notes or other obligations secured in whole or in part by liens on the Net
Revenues that are junior and subordinate to the lien on Net Revenues securing payment of the
Bonds. Such Subordinate Lien Obligations may be further secured by any other source of payment
lawfully available for such purposes. In the event that the City should decide to issue such
Subordinate Lien Obligations as variable rate bonds, for purposes of calculating the funding
requirements for the reserve fund for such Subordinate Lien Obligations, the variable rate bonds
shall be assumed to bear interest at the rate of 10% per annum, and for purposes of calculating
compliance with any conditions precedent to the issuance of additional Subordinate Lien
Obligations and any rate covenants relating to such Subordinate Lien Obligations,the variable rate
bonds shall be assumed to bear interest at the higher of 9%per annum or the highest variable rate
over the preceding twenty-four(24) months.
Deposits may be made pursuant to Section 5.4(f) of this Ordinance into such funds as may
be created and maintained for the payment of and security for Subordinate Lien Obligations
described in this Section(including a reserve fund not to exceed the Average Annual Principal and
Interest Requirements on such Subordinate Lien Obligations and any provisions for curing
deficiencies in such funds),but only to the extent that the aggregate Outstanding principal amount
of such Subordinate Lien Obligations does not exceed 50% of the aggregate principal amount of
Bonds and Subordinate Lien Obligations Outstanding on the date of such calculation.
Section 6.3 Special Project Bonds. The City reserves the right to issue revenue bonds
secured by liens on and pledges of revenues and proceeds derived from Special Projects.
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ARTICLE VII
COVENANTS AND PROVISIONS
RELATING TO BONDS
Section 7.1 Punctual Payment of Bonds. The City covenants that it will punctually pay
or cause to be paid the interest on and principal of all Bonds according to the terms thereof and
will faithfully do and perform, and at all times fully observe, any and all covenants, undertakings,
stipulations and provisions contained in this Ordinance and in any other ordinance authorizing the
issuance of such Bonds.
Section 7.2 Power to Own and Operate System;Ratemaking Power.The City covenants
that it has all necessary power and authority to own and operate the System as herein described
and provided and that it possesses, and shall exercise, all necessary power and authority to
establish,fix,increase, impose and collect rates and charges for the use and services of the System
in the amounts required to comply with the covenants and provisions contained herein.
Section 7.3 Maintenance of System. So long as any Bonds remain Outstanding,the City
covenants that it will at all times maintain the System, or within the limits of its authority cause
the same to be maintained, in good condition and working order and will operate the same, or
cause the same to be operated, in an efficient and economical manner at a reasonable cost and in
accordance with sound business principles. In operating and maintaining the System,the City will
comply with all contractual provisions and agreements entered into by it and with all valid rules,
regulations,directions or orders of any governmental,administrative or judicial body promulgating
same, noncompliance with which would materially and adversely affect the operation of the
System.
Section 7.4 Sale or Encumbrance of System. So long as any Bonds remain Outstanding,
the City covenants that it will not sell, dispose of or, except as permitted in Article VI, further
encumber the System; provided, however, that this provision shall not prevent the City from
disposing of any portion of the System which is being replaced or is deemed by the City to be
obsolete, worn out, surplus or no longer needed for the proper operation of the System. Net
proceeds from any such disposition may be deposited in the Revenue Fund and, notwithstanding
any other provision contained herein, shall be used only for System purposes. Any agreement
pursuant to which the City contracts with a person, corporation,municipal corporation or political
subdivision to operate the System or to lease and/or operate all or part of the System shall not be
considered as an encumbrance of the System.
Section 7.5 Insurance. The City covenants that it will keep the System insured with
insurers of good standing, against risks, accidents or casualties against which and to the extent
customarily insured against by political subdivisions of the State of Texas operating similar
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properties, to the extent that such insurance is available. All net proceeds of such insurance shall
be applied to repair or replace any insured property that is damaged or destroyed, or shall be
deposited in the Revenue Fund,or shall be used to redeem Outstanding Bonds.The cost of all such
insurance,together with any additional insurance,shall be a part of the Maintenance and Operation
Expenses.
Section 7.6 Accounts, Records and Audits. So long as any Bonds remain Outstanding,
the City covenants that it will maintain a proper and complete system of records and accounts
pertaining to the operation of the System in which full,true and proper entries will be made of all
dealings,transactions,business and affairs which in any way affect or pertain to the System or the
Gross Revenues or the Net Revenues thereof. The City shall, after the close of each Fiscal Year,
prepare financial statements of the System, and have those financial statements audited by an
independent certified public accountant or independent firm of certified public accountants. After
the audit, the City shall furnish a copy of these audited financial statements, together with the
independent certified public accountant's report thereon, without cost, to the Municipal Advisory
Council of Texas,the major municipal rating agencies,and any Owners of Bonds who shall request
the same. All expenses incurred in preparing such audits shall be Maintenance and Operation
Expenses.
Section 7.7 Competition. To the extent it legally may,the City covenants that 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 and will prohibit the operation of any
such competing facilities to the extent that such competing facilities would impair the City's ability
to pay principal of or interest on the Bonds.
Section 7.8 Pledge and Encumbrance of Net Revenues. The City covenants that it has
the lawful power to create a lien on and to pledge the Net Revenues to secure the payment of the
Bonds, and has lawfully exercised such power under the Constitution and laws of the State of
Texas. The City further covenants that, other than to the payment of the Bonds,the Net Revenues
are not and will not be made subject to any other lien,pledge or encumbrance to secure the payment
of any debt or obligation of the City, unless such lien, pledge or encumbrance is junior and
subordinate to the lien and pledge securing payment of the Bonds.
Section 7.9 Covenants with Respect to Certain Assumed Water District Bonds. So long
as any Bonds remain Outstanding, the City covenants as follows:
(a) To the extent it legally may, the City will impose, and strictly enforce, the
requirement upon all water districts located within the City's extraterritorial jurisdiction
that any bonds issued by such water districts which are secured in whole or in part by
pledges of or liens on water or sewer system revenues shall provide that all such pledges
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of and liens on water or sewer system revenues shall automatically terminate upon the
annexation and dissolution of the district by the City;
(b) The City shall use its best efforts to redeem, refund or defease all annexed
water district bonds assumed by the City which by their own terms are secured in whole or
in part by pledges of or liens on water or sewer system revenues which do not terminate
upon annexation and dissolution by the City of such water district, or otherwise to provide
for the discharge of such pledges or liens on water or sewer system revenues; and
(c) Pursuant to Section 43.075, Texas Local Government Code (successor to
Article 1182c-1, Vernon's Texas Civil Statutes, as amended), the City shall, unless it has
theretofore made adequate provision for the payment thereof, annually levy and cause to
be collected taxes upon all taxable property of the City sufficient to pay principal of and
interest, as they respectively become due and payable, on all assumed bonds,warrants and
other obligations that were issued by water districts that have been annexed to, and
dissolved by, the City, and which are by their own terms secured in whole or in part by a
lien on or pledge of water or sewer system revenues which did not terminate upon the
annexation and dissolution by the City of such water district.
Section 7.10 Registered Owners'Rights and Remedies. This Ordinance shall constitute a
contract between the City and the Owners of the Series 2019A Bonds from time to time
Outstanding and this Ordinance shall be and remain irrepealable until the Series 2019A Bonds and
the interest thereon shall be fully paid or discharged or provision therefor shall have been made as
provided herein. In the event of a default in the payment of the principal of or interest on any of
the Series 2019A Bonds or a default in the performance of any duty or covenant provided by law
or in this Ordinance, the Owner or Owners of any of the Series 2019A Bonds may pursue all legal
remedies afforded by the Constitution and laws of the State of Texas to compel the City to remedy
such default and to prevent further default or defaults. Without in any way limiting the generality
of the foregoing, it is expressly provided that any Owner of any of the Series 2019A Bonds may
at law or in equity, by suit, action, mandamus, or other proceedings, enforce and compel
performance of all duties required to be performed by the City under this Ordinance,including the
making and collection of reasonable and sufficient rates and charges for the use and services of
the System, the deposit of the revenues thereof into the Special Funds herein provided, and the
application of such revenues in the manner required in this Ordinance.
Section 7.11 Defeasance. The City may defease the provisions of this Ordinance and
discharge its obligations to the Registered Owners of any or all of the Series 2019A Bonds to pay
the principal of and interest thereon in any manner now or hereafter permitted by law, including
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by depositing with the Paying Agent/Registrar or with the State Treasurer of the State of Texas
either:
(a) cash in an amount equal to the principal amount of such Series 2019A
Bonds plus interest thereon to the date of maturity or redemption; or
(b) pursuant to an escrow or trust agreement, cash and/or(i) direct noncallable
obligations of United States of America, including obligations that are unconditionally
guaranteed by the United States of America; (ii) noncallable obligations of an agency or
instrumentality of the United States, including obligations that are unconditionally
guaranteed or insured by the agency or instrumentality and that, on the date the governing
body of the issuer adopts or approves the proceedings authorizing the issuance of refunding
bonds, are rated as to investment quality by a nationally recognized investment rating firm
not less than AAA or its equivalent; or(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 governing body of the issuer adopts or approves the proceedings
authorizing the issuance of refunding bonds, are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent, which,
in the case of(i), (ii) or (iii), may be in book-entry form, and the principal of and interest
on which will, when due or redeemable at the option of the holder, without further
investment or reinvestment of either the principal amount thereof or the interest earnings
thereon, provide money in an amount which, together with other moneys, if any, held in
such escrow at the same time and available for such purpose, shall be sufficient to provide
for the timely payment of the principal of and interest thereon to the date of maturity or
earlier redemption;
provided, however, that if any of the Series 2019A Bonds are to be redeemed prior to their
respective dates of maturity, provision shall have been made for giving notice of redemption as
provided in this Ordinance. Upon such deposit, such Series 2019A Bonds shall no longer be
regarded to be Outstanding or unpaid. Any surplus amounts not required to accomplish such
defeasance shall be returned to the City.
Section 7.12 Legal Holidays. In any case where the date of maturity of interest on or
principal of the Series 2019A Bonds or the date fixed for redemption of any Series 2019A Bonds
shall be in the City a legal holiday or a day on which the Paying Agent/Registrar for the Series
2019A Bonds is authorized by law to close,then payment of interest or principal need not be made
on such date but may be made on the next succeeding day not in the City a legal holiday or a day
on which such Paying Agent Registrar is authorized by law to close with the same force and effect
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as if made on the date of maturity or the date fixed for redemption and no interest shall accrue for
the period from the date of maturity or redemption to the date of actual payment.
Section 7.13 Unavailability of Authorized Publication. If, because of the temporary or
permanent suspension of any newspaper, journal or other publication, or, for any reason,
publication of notice cannot be made meeting any requirements herein established, any notice
required to be published by the provisions of this Ordinance shall be given in such other manner
and at such time or times as in the judgment of the City or of the Paying Agent/Registrar(or paying
agent) for the Series 2019A Bonds shall most effectively approximate such required publication
and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to
be in compliance with the requirements for publication thereof.
Section 7.14 No Recourse Against City Officials. No recourse shall be had for the
payment of principal of or interest on any Series 2019A Bonds or for any claim based thereon or
on this Ordinance against any official of the City or any person executing any Series 2019A Bonds.
Section 7.15 Amendment to Ordinance. The City may, with the consent of Owners
holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby,
amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the
consent of all Owners of Outstanding Bonds,no such amendment, addition, or rescission shall (1)
extend the time or times of payment of the principal of,premium,if any,and interest on the Bonds,
reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon,
or in any other way modify the terms of payment of the principal of, premium, if any, or interest
on the Bonds,(2)give any preference to any Bond over any other Bond,or(3)reduce the aggregate
principal amount of Bonds required to be held by Owners for consent to any such amendment,
addition, or rescission.
ARTICLE VIII
CONCERNING THE PAYING AGENT/REGISTRAR
Section 8.1 Acceptance. Wells Fargo Bank, N.A., Minneapolis, Minnesota, is hereby
appointed as the initial Paying Agent/Registrar for the Series 2019A Bonds. Such initial Paying
Agent/Registrar and any successor Paying Agent/Registrar,by undertaking the performance of the
duties of the Paying Agent/Registrar hereunder,and in consideration of the payment of fees and/or
deposits of money pursuant to this Ordinance, shall be deemed to accept and agree to abide by the
terms of this Ordinance. The registration of and payment of the principal of, premium, if any, and
interest on the Series 2019A Bonds when due shall be effectuated pursuant to the terms of a Paying
Agent/Registrar Agreement to be entered into by and between the City and the Paying
Agent/Registrar, which shall be substantially in the form attached hereto as Exhibit B, the terms
and provisions of which are hereby approved,and the Mayor and/or the Mayor Pro Tern are hereby
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authorized to execute and deliver such Paying Agent/Registrar Agreement on behalf of the City in
multiple counterparts and the City Secretary is hereby authorized to attest and affix the City's seal
thereto.
Section 8.2 Fiduciary Account. All money transferred to the Paying Agent/Registrar
under this Ordinance (except sums representing Paying Agent/Registrar's fees) shall be held in a
fiduciary account for the benefit of the City,shall be the property of the City,and shall be disbursed
in accordance with this Ordinance.
Section 8.3 Bonds Presented. Subject to the provisions of Section 8.4,all matured Series
2019A Bonds properly and timely presented to the Paying Agent/Registrar for payment shall be
paid without the necessity of further instructions from the City. Such Series 2019A Bonds shall be
canceled as provided herein.
Section 8.4 Series 2019A Bonds Not Timely Presented. The Paying Agent/Registrar
shall remit to the City, upon receipt of the certificate provided for herein, a sum equal to the
aggregate face amount of all Series 2019A Bonds which have not been presented for payment prior
to the date specified in such certificate. Such certificate shall:
(a) Specify the Series 2019A Bonds or portions thereof to which it applies and
the amount of each;
(b) Specify the date on which the City believes itself to be no longer obligated
to pay such Series 2019A Bonds or portions thereof by virtue of the expiration of the
applicable statute of limitations under the laws of the State of Texas; and
(c) Be signed by the Mayor and attested by the City Secretary.
Funds held by the Paying Agent/Registrar that represent principal of and interest on the
Series 2019A Bonds remaining unclaimed by any Registered Owner after the expiration of three
years from the date such funds have become due and payable (a) shall be reported and disposed of
by the Paying Agent/Registrar in accordance with the provisions of Title 6 of the Texas Property
Code, as amended, to the extent such provisions are applicable to such funds, or(b) to the extent
such provisions do not apply to the funds, such funds shall be paid by the Paying Agent/Registrar
to the City upon receipt by the Paying Agent/Registrar of a written request therefor from the City.
The Paying Agent/Registrar shall have no liability to the Owners of the Series 2019A
Bonds by virtue of actions taken in compliance with this Section.
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Section 8.5 Paying Agent/Registrar May Own Series 2019A Bonds. The Paying
Agent/Registrar in its individual or any other capacity,may become the Owner or pledgee of Series
2019A Bonds with the same rights it would have if it were not the Paying Agent/Registrar.
Section 8.6 Successor Paying Agents/Registrars. The City covenants that at all times
while any Series 2019A Bonds are Outstanding it will provide a legally qualified bank, trust
company, financial institution, or other agency to act as Paying Agent/Registrar for the Series
2019A Bonds. If the Paying Agent/Registrar or its successor for any reason no longer acts as
Paying Agent/Registrar hereunder, the City covenants that it will appoint a bank in the same city
as the Paying Agent/Registrar initially appointed to perform the duties of Paying Agent/Registrar
hereunder. Any successor Paying Agent/Registrar shall be either a national or state banking
institution, and a corporation organized and doing business under the laws of the United States of
America or any state, which is authorized under such laws to exercise trust powers and is subject
to supervision or examination by federal or state authority.
The City reserves the right to change the Paying Agent/Registrar for the Series 2019A
Bonds on not less than sixty(60)days written notice to the Paying Agent/Registrar, as long as any
such notice is effective not less than sixty (60) days prior to the next succeeding principal or
interest payment date on the Series 2019A Bonds.Promptly upon the appointment of any successor
Paying Agent/Registrar, the previous Paying Agent/Registrar shall deliver the Register or a copy
thereof to the new Paying Agent/Registrar and the new Paying Agent/Registrar shall notify each
Registered Owner, by first-class mail, postage prepaid, of such change and of the address of the
new Paying Agent/Registrar. Each Paying Agent/Registrar hereunder, by acting in that capacity,
shall be deemed to have agreed to the provisions of this Ordinance.
ARTICLE IX
TAX EXEMPTION
Section 9.1 Covenants to Maintain Tax Exempt Status.
(a) Definitions. When used in this Section, the following terms have the
following meanings:
"Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any,
enacted on or before the Issue Date.
"Computation Date" has the meaning stated in Section 1.148-1(b) of the Regulations.
"Gross Proceeds" has the meaning stated in Section 1.148-1(b) of the Regulations.
"Investment" has the meaning stated in Section 1.148-1(b) of the Regulations.
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"Issue Date" for each series or sub-series of the Series 2019A Bonds or other obligations
of the City is the respective date on which such series or sub-series of the Series 2019A Bonds or
other obligations of the City is delivered against payment therefor.
"Net Sale Proceeds" has the meaning stated in Section 1.148-1(b) of the Regulations.
"Nonpurpose Investment"has the meaning stated in Section 1.148-1(b)of the Regulations.
"Proceeds" has the meaning stated in Section 1.148-1(b) of the Regulations. "Rebate
Amount" has the meaning stated in Section 1.148-3 of the Regulations.
"Regulations" means the temporary or final Income Tax Regulations applicable to the
Bonds issued pursuant to Sections 141 through 150 of the Code. Any reference to a section of the
Regulations shall also refer to any successor provision to such section hereafter promulgated by
the Internal Revenue Service pursuant to Sections 141 through 150 of the Code and applicable to
the Series 2019A Bonds.
"Yield of
any Investment shall be computed in accordance with Section 1.148-5 of the
Regulations, and
the Series 2019A Bonds shall be computed in accordance in accordance with
Section 1.148-4 of the Regulations.
(b) Not to Cause Interest to Become Taxable. The City shall not use,permit the
use of or omit to use Gross Proceeds or any other amounts(or any property the acquisition,
construction or improvement of which is to be financed directly or indirectly with Gross
Proceeds) in a manner which, if made or omitted, respectively,would cause the interest on
such Series 2019A Bond to become includable in the gross income, as defined in Section
61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the
generality of the foregoing, unless and until the City shall have received a written opinion
of counsel nationally recognized in the field of municipal bond law to the effect that failure
to comply with such covenant will not adversely affect the exemption from federal income
tax of the interest on any Series 2019A Bond, the City shall comply with each of the
specific covenants in this Section.
(c) No Private Use or Private Payments. Except as permitted by Section 141 of
the Code and the regulations and rulings thereunder, the City shall, at all times after the
Issue Date of any Series 2019A Bond and prior to the last stated maturity of the Series
2019A Bonds
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(i) exclusively own, operate, and possess all property the acquisition,
construction, or improvement of which is to be financed directly or indirectly with
Gross Proceeds of such Series 2019A Bond and not use or permit the use of such
Gross Proceeds or any property acquired,constructed,or improved with such Gross
Proceeds in any activity carried on by any person or entity other than a state or local
government,
(ii) not directly or indirectly impose or accept any charge or other
payment for use of Gross Proceeds of such Series 2019A Bond or any property the
acquisition, construction or improvement of which is to be financed directly or
indirectly with such Gross Proceeds other than taxes of general application and
interest earned oninvestments acquired with such Gross Proceeds pending
application for their intended purposes.
(d) No Private Loan. Except to the extent permitted by Section 141 of the Code
and the regulations and rulings thereunder, the City shall not use Gross Proceeds of such
Series 2019A Bond to make or finance loans to any person or entity other than a state or
local government. For purposes of the foregoing covenant, Gross Proceeds are considered
to be "loaned" to a person or entity if(1)property acquired, constructed or improved with
Gross Proceeds is sold or leased to such person or entity in a transaction which creates a
debt for federal income tax purposes, (2) capacity in or service from such property is
committed to such person or entity under a take-or-pay, output, or similar contract or
arrangement, or (3) indirect benefits, or burdens and benefits of ownership, of such Gross
Proceeds or such property are otherwise transferred in a transaction which is the economic
equivalent of a loan.
(e) Not to Invest at Higher Yield.Except to the extent permitted by Section 148
of the Code and the regulations and rulings thereunder,the City shall not, at any time prior
to the earlier of the final stated maturity or final payment of such Series 2019A Bond,
directly or indirectly invest Gross Proceeds of such Series 2019A Bond in any Investment
(or use such Gross Proceeds to replace money so invested),if as a result of such investment
the Yield of all Investments allocated to such Gross Proceeds whether then held or
previously disposed of, exceeds the Yield on the Series 2019A Bonds.
(f) Not Federally Guaranteed.Except to the extent permitted by Section 149(b)
of the Code and the regulations and rulings thereunder, the City shall not take or omit to
take any action which would cause the Series 2019A Bonds to be federally guaranteed
within the meaning of Section 149(b) of the Code and the regulations and rulings
thereunder.
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(g) Information Report. The City shall timely file with the Secretary of the
Treasury the information required by Section 149(e) of the Code with respect to each
converted series of the Series 2019A Bonds on such forms and in such place as such
Secretary may prescribe.
(h) Payment of Rebate Amount. Except to the extent otherwise provided in
Section 148(f) of the Code and the regulations and rulings thereunder,the City shall:
(i) account for all Gross Proceeds (including all receipts, expenditures
and investments thereof) on its books of account separately and apart from all other
funds (and receipts, expenditures and investments thereof) and shall retain all
records of such accounting for at least six years after the final Computation Date.
The City may,however,to the extent permitted by law,commingle Gross Proceeds
of the Series 2019A Bonds with other money of the City, provided that the City
separately accounts for each receipt and expenditure of such Gross Proceeds and
the obligations acquired therewith,
(ii) calculate the Rebate Amount with respect to such Series 2019A
Bond not less frequently than each Computation Date, in accordance with rules set
forth in Section 148(f) of the Code, Section 1.148-3 of the Regulations, and the
rulings thereunder. The City shall maintain a copy of such calculations for at least
six years after the final Computation Date,
(iii) as additional consideration for the purchase of the Series 2019A
Bonds by the initial purchasers thereof and the loan of the money represented
thereby, and in order to induce such purchase by measures designed to ensure the
excludability of the interest thereon from the gross income of the owners thereof
for federal income tax purposes, pay to the United States the amount described in
paragraph(2)above at the times,in the installments,to the place,in the manner and
accompanied by such forms or other information as is or may be required by
Section 148(f) of the Code and the regulations and rulings thereunder, and
(iv) exercise reasonable diligence to assure that no errors are made in the
calculations required by paragraph (2) and, if such error is made, to discover and
promptly to correct such error within a reasonable amount of time thereafter,
including payment to the United States of any interest and any penalty required by
the Regulations.
(i) Not to Divert Arbitrage Profits. Except to the extent permitted by Section
148 of the Code and the regulations and rulings thereunder, the City shall not, at any time
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after the Issue Date of the Series 2019A Bonds and prior to the earlier of the final stated
maturity or final payment of the Series 2019A Bonds, enter into any transaction that
reduces the amount required to be paid to the United States pursuant to Subsection (h) of
this Section because such transaction results in a smaller profit or a larger loss than would
have resulted if the transaction had been at arm's length and had the Yield of the Series
2019A Bonds, not been relevant to either party.
ARTICLE X
CONTINUING DISCLOSURE UNDERTAKING
Section 10.1 Annual Reports.The City shall provide annually to the Municipal Securities
Rulemaking Board (the "MSRB"), in an electronic format as prescribed by the MSRB, within six
months after the end of each fiscal year, financial information and operating data with respect to
the City of the general type described in Exhibit E hereto. Any financial statements so to be
provided shall be (1) prepared in accordance with the accounting principles described in Exhibit
E hereto 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 audited financial statements
are not so provided, then the City shall provide unaudited financial statements for the applicable
fiscal year by the required time, and audited financial statements when and if audited financial
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 documents
(i) available to the public on the MSRB's interne web site or(ii) filed with the SEC.
Section 10.2 Event Notices. The City shall notify the MSRB in a electronic format
prescribed by the MSRB, in a timely manner (not in excess of ten (10) days after the occurrence
of the event), of any of the following events with respect to the Series 2019A Bonds:
(a) Principal and interest payment delinquencies;
(b) Non-payment related defaults, if material;
(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;
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(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 Series
2019A Bonds, or other material events affecting the tax status of the Series 2019A Bonds;
(g) Modifications to rights of holders of the Series 2019A Bonds, if material;
(h) Bond calls, if material, and tender offers;
(i) Defeasances;
(j) Release, substitution, or sale of property securing repayment of the Series
2019A Bonds, if material;
(k) Rating changes;
(1) 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;
(n) Appointment of a successor or additional Paying Agent/Registrar or the
change of name of Paying Agent/Registrar, if material;
(o) Incurrence of a Financial Obligation of the District, if material, or
agreement to covenants, events of default, remedies, priority rights, or other similar terms
of a Financial Obligation of the District, any of which affect security holders, if material;
and
(p) Default, event of acceleration, termination event, modification of terms, or
other similar events under the terms of a Financial Obligation of the District, any of which
reflect financial difficulties.
For these purposes (a) any event described in the immediately preceding paragraph (1) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent
or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in
any other proceeding under state or federal law in which a court or governmental authority has
assumed jurisdiction over substantially all of the assets or business of the obligated person, or if
such jurisdiction has been assumed by leaving the existing governing body and officials or officers
33
in possession but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or
governmental authority having supervision or jurisdiction over substantially all of the assets or
business of the obligated person, and (b) the District intends the words used in the immediately
preceding paragraphs (o) and(p) and the definition of Financial Obligation in this Section to have
the same meanings as when they are used in the Rule,as evidenced by SEC Release No. 34-83885,
dated August 20, 2018.
The City shall notify the MSRB in an electronic format prescribed by the MSRB, in a
timely manner, of any failure by the City to provide financial information or operating data in
accordance with Section 10.1 of this Ordinance by the time required by such Section.
Section 10.3 Limitations, Disclaimers, and Amendments. The City shall be obligated to
observe and perform the covenants specified in this Article for so long as, but only for so long as,
the City remains an"obligated person" with respect to the Series 2019A Bonds within the meaning
of the Rule, except that the City in any event will give the notice required by Section 10.2 of any
Series 2019A Bond calls and defeasance that cause the City to be no longer such an "obligated
person."
The provisions of this Article are for the sole benefit of the Owners and beneficial owners
of the Series 2019A Bonds, and nothing in this Article, 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 Article 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 Article 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 Series 2019A Bonds at any future date.
UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER
OR BENEFICIAL OWNER OF ANY SERIES 2019A 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 ARTICLE, 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.
34
No default by the City in observing or performing its obligations under this Article shall
constitute a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance.
Nothing in this Article is intended or shall act to disclaim, waive or otherwise limit the
duties of the City under federal and state securities laws.
The provisions of this Article 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
Article, as so amended, would have permitted an underwriter to purchase or sell Series 2019A
Bonds in the primary offering of the Series 2019A Bonds in compliance with the Rule,taking into
account any amendments or interpretations of the Rule to the date of such amendment, as well as
such changed circumstances, and (2) either (a) the Owners 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 Series 2019A Bonds consent to such amendment or(b) a
person or entity that is unaffiliated with the City (such as nationally recognized bond counsel)
determines that such amendment will not materially impair the interests of the Owners and
beneficial owners of the Series 2019A Bonds. If the City so amends the provisions of this Article,
it shall include with any amended financial information or operating data next provided in
accordance with Section 10.1 an explanation, in narrative form, of the reasons for the amendment
and of the impact of any change in the type of financial information or operating data so provided.
The City may also amend or repeal the provisions of this Article if the SEC amends or repeals the
applicable provisions of the Rule or a court of final jurisdiction enters judgment that such
provisions of the Rule are invalid, and the City also may amend the provisions of this Article in its
discretion in any other manner or circumstance,but in either case only if and to the extent that the
provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling
Series 2019A Bonds in the primary offering of the Series 2019A Bonds.
Section 10.4 Definitions. As used in this Article,the following terms have the meanings
ascribed to such terms below:
"MSRB " means the Municipal Securities Rulemaking Board.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
35
ARTICLE XI
SALE AND DELIVERY OF BONDS; DEPOSIT OF PROCEEDS
Section 11.1 Sale of Series 2019A Bonds. The sale of the Series 2019A Bonds to the
Purchaser at a price of par,which price and terms are hereby found and determined to be the most
advantageous reasonably obtainable by the City. The Mayor, Mayor Pro-Tem and all other
officials, agents and representatives of the City are hereby authorized to do any and all things
necessary or desirable to provide for the issuance and delivery of the Bonds.
Section 11.2 Approval,Registration and Delivery. The Mayor and the City Secretary are
hereby authorized to have control and custody of the Series 2019A Bonds and all necessary records
and proceedings pertaining thereto pending their delivery, and the Mayor of the City, the City
Secretary of the City, the City Manager of the City and other officers and employees of the City
are hereby authorized, directed and instructed to make such certifications and to execute such
instruments (including by printed facsimile signature, the Series 2019A Bonds) as may be
necessary to accomplish the delivery of the Series 2019A Bonds and to assure the investigation,
examination, and approval thereof by the Attorney General of Texas and the registration of the
initial Series 2019A Bonds by the Comptroller of Public Accounts of the State of Texas. Upon
registration of the Series 2019A Bonds, the Comptroller of Public Accounts of the State of Texas
(or a deputy designated in writing to act for him) shall be requested to sign manually the
registration certificate prescribed herein to be attached or affixed to each Series 2019A Bond
initially delivered and the seal of the Comptroller of Public Accounts of the State of Texas shall
be impressed or printed or lithographed thereon. Delivery of the Series 2019A Bonds is subject to
the unqualified approving opinion as to the legality of the Series 2019A Bonds of the Attorney
General of Texas and of Orrick, Herrington & Sutcliffe, Houston, Texas, Bond Counsel.
Section 11.3 Offering Documents. The City Council hereby approves the form and
content of the Private Placement Memorandum prepared in connection with the sale of the Series
2019A Bonds and presented to the City Council with this Ordinance and attached hereto as Exhibit
D, and authorizes the distribution and delivery of the Private Placement Memorandum to the
TWDB, as the purchaser of the Series 2019A Bonds.
Section 11.4 Application of Proceeds of Series 2019A Bonds. Immediately following the
delivery of the Series 2019A Bonds and prior to the deposit of the proceeds from the sale of such
Series 2019A Bonds in the Construction Fund established pursuant to Section 12.6 of this
Ordinance, such proceeds (less any amounts used to pay costs of issuance) shall be held in trust
36
and in escrow pursuant to the written escrow agreement described below pending written
authorization to release said proceeds.
A "Special Escrow Deposit Agreement" by and between the City and Wells Fargo Bank,
N.A. attached hereto as Exhibit C and incorporated herein by reference as a part of this Ordinance
for all purposes, is hereby approved as to form and content, and the Mayor and the City Secretary
of the City are hereby authorized and directed to execute such agreement in substantially the same
form and content herein approved.
Section 11.5 Related Matters. In order that the City shall satisfy in a timely manner all of
its obligations under this Ordinance, the Mayor, the City Manager, the Deputy City Manager, the
City Secretary, the Director of Finance and all other appropriate officers, agents, representatives
and employees of the City are hereby authorized and directed to take, all other actions that are
reasonably necessary to provide for the issuance and delivery of the Series 2019A Bonds,
including, without limitation, executing and delivering on behalf of the City all certificates,
consents, receipts, requests, notices, and other documents as may be reasonably necessary to
satisfy the City's obligations under this Ordinance and to direct the transfer and application of
funds of the City consistent with the provisions of this Ordinance.
Section 11.6 Control and Delivery of Series 2019A Bonds.
(a) The City Manager of the City is hereby authorized to have control of the
Series 2019A Bonds and all necessary records and proceedings pertaining hereto pending
investigation, examination and approval of the Attorney General of the State of Texas,
registration by the Comptroller of Public Accounts of the State and registration with initial
exchange or transfer by,the Paying Agent/Registrar.
(b) The Initial Series 2019A Bond(s) shall be the Series 2019A Bonds
submitted to the Office of the Attorney General of the State of Texas for approval,certified
and registered by the Office of the Comptroller of Public Accounts of the State of Texas
and delivered to the Purchaser. After registration by the Comptroller of Public Accounts,
delivery of the Series 2019A Bonds shall be made to the Purchaser under and subject to
the general supervision and direction of the Mayor, against receipt by the City of all
amounts due to the City under the terms of sale.
(c) The Mayor, the City Manager, the Deputy City Manager, the Director of
Finance of the City, and all other officers, employees, and agents of the City, and each of
them, shall be and they are expressly 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
37
City all such agreements, certificates, and instruments, whether herein mentioned, as may
be necessary or desirable to carry out the terms and provisions of this Ordinance,the bonds,
the sale and delivery of the Series 2019A Bonds, the DTC Blanket Letter of
Representations and the Official Statement. The City Council hereby authorizes the
payment of the fee of the Office of the Attorney General of the State of Texas for the
examination of the proceedings relating to the issuance of the Series 2019A Bonds, in the
amount determined in accordance with the provisions of Section 1202.004, Texas
Government Code.
ARTICLE XII
SPECIAL PROVISIONS RELATING TO
THE TEXAS WATER DEVELOPMENT BOARD
Section 12.1 Compliance with the Texas Water Development Board's Rules and
Regulations. The City will comply with all of the requirements contained in the resolution or
resolutions adopted by the TWDB with respect to the issuance of the Series 2019A Bonds in the
TWDB's rules, regulations and relevant statutes.
Section 12.2 Construction Fund; Timely Use of Proceeds. The proceeds of the Series
2019A Bonds shall be applied to establish at an official depository of the City a construction fund
(the "Construction Fund"), which shall be kept separate from all other accounts and funds of the
City. Monies on deposit in the Construction Fund shall be applied in accordance with the
applicable requirements of the Texas Water Code and the rules and regulations of the TWDB. All
funds deposited to the credit of the Construction Fund will be used in a timely and expeditious
manner, as required by federal statute and EPA regulations, and the City will adhere to the project
schedule approved by the Executive Administrator.
Section 12.3 Records; Final Accounting. The City will keep and maintain full and
complete records and accounts pertaining to the construction of the projects financed with the
proceeds of sale of the Series 2019A Bonds, including the Construction Fund, in accordance with
the standards set forth by the Government Accounting Standard Board. Within 60 days of
completion, the City will submit to the TWDB a final accounting of the total costs of the projects
financed with the Series 2019A Bonds.
Section 12.4 Annual Audit. So long as any Series 2019A Bonds are held by the TWDB,
the City will annually submit to the TWDB's Executive Administrator, within 180 days of the end
38
of the City's fiscal year, a copy of its annual audited financial statements prepared in accordance
with generally acceptable auditing standards by a certified public accountant.
Section 12.5 Unused Funds. Any unused funds (those funds unspent after the original
approved project is completed) shall be used for enhancements to the original project that are
explicitly approved by the Executive Administrator or if no enhancements are authorized by the
Executive Administrator, the City shall submit a final accounting and disposition of any unused
funds
Section 12.6 Investment of Proceeds. Proceeds from the sale of the Series 2019A Bonds
shall be held at a designated state depository institution or other properly chartered and authorized
institution in accordance with the Public Funds Investment Act, Government Code, Chapter 2256,
and the Public Funds Collateral Act, Government Code, Chapter 2257.
Section 12.7 Surplus Proceeds. Any proceeds of the Series 2019A Bonds determined to
be surplus funds remaining after completion of one or more of the projects described in Section
3.1 hereof shall be used for the following purposes as approved by the Executive Administrator of
the TWDB: (1)to redeem, in inverse annual order,the Series 2019A Bonds owned by the TWDB,
(2) deposit into the Interest and Sinking Fund for the payment of interest or principal on the Series
2019A Bonds owned by the TWDB, or(3) deposit into a reserve fund.
Section 12.8 Insurance. The City will maintain insurance on the projects financed with
the proceeds of the Series 2019A Bonds in amounts adequate to protect the TWDB's interest.
Section 12.9 Water Conservation Program. The City has implemented or will implement
an approved water conservation program required by the TWDB for so long as the Series 2019A
Bonds are outstanding.
Section 12.10 TWDB Remedies. The TWDB may exercise all remedies available to it in
law or equity, and any provision of the Series 2019A Bonds that restricts or limits the TWDB's
full exercise of these remedies shall be of no force and effect.
Section 12.11 Environmental Determination. The City will comply with any special
conditions specified by the TWDB's environmental determination until all financial obligations to
the TWDB have been discharged.
Section 12.12 Environmental Indemnification. The City shall indemnify, hold harmless
and protect the TWDB from any and all claims, causes of action or damages to the person or
property of third parties arising from the sampling, analysis, transport, storage, treatment and
disposition of any contaminated sewage sludge, contaminated sediments and/or contaminated
39
media that may be generated by the City, its contractors, consultants, agents, officials and
employees as a result of activities relating to the project,to the extent permitted by law.
Section 12.13 Compliance with Davis-Bacon. All laborers and mechanics employed by
contractors and subcontractors for projects be paid wages at rates not less than those prevailing on
projects of a similar character in the City in accordance with the Davis-Bacon Act, and the U.S.
Department of Labor's implementing regulations and all project contracts shall mandate
compliance with the Davis-Bacon Act. All contracts and subcontracts for the construction of the
project carried out in whole or in part with proceeds of the Series 2019A Bonds shall insert in full
in any contract in excess of$2,000 the contracts clauses as provided by the TWDB.
Section 12.14 Federal Funding Accountability and Transparency Act. The City shall
provide the TWDB with all information required to be reported in accordance with the Federal
Funding Accountability and Transparency Act of 2006, Pub. L. 109-282. The City shall obtain a
Data Universal Numbering System Number and shall register with the System for Award
Management, and maintain such registration while the Series 2019A Bonds are outstanding.
Section 12.15 American Iron and Steel Requirement. The City will abide by all applicable
construction contract requirements related to the use of iron and steel products produced in the
United States, as required by the 2014 Federal Appropriations Act and related State Revolving
Fund Policy Guidelines.
Section 12.16 Additional Covenants Related to Tax-Exempt Status.
(a) The City will not use any portion of the proceeds of the Series 2019A Bonds
in a manner that would cause the Series 2019A Bonds to become "private activity bonds"
within the meaning of Section 141 of the Code, and the Regulations.
(b) No portion of the proceeds of the Series 2019A Bonds will be used,directly
or indirectly,in a manner that would cause the Series 2019A Bonds to be "arbitrage bonds"
within the meaning of Section 148(a) of the Code and Regulations, including to acquire or
to replace funds which were used,directly or indirectly to acquire Nonpurpose Investments
(as defined in the Code and Regulations)which produce a yield materially higher than the
yield on the TWDB's bonds that are issued to provide financing for the Series 2019A Bonds
(the "Source Series Bonds"), other than Nonpurpose Investments acquired with:
(i) proceeds of the .TWDB's Source Series Bonds invested for a
reasonable temporary period of up to three (3) years after the issue date of the
Source Series Bonds until such proceeds are needed for the facilities to be financed;
40
(ii) amounts invested in a bona fide debt service fund, within the
meaning of Section 1.148-1(b) of the Regulations; and
(iii) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed the least of the
maximum annual debt service on the Series 2019A Bonds, 125% of the average
annual debt service on the Series 2019A Bonds, or 10% of the stated principal
amount(or, in the case of a discount, the issue price) of the Series 2019A Bonds.
(c) Neither the City nor a related party thereto will acquire any of the TWDB's
Source Series Bonds in an amount related to the amount of the Series 2019A Bonds.
ARTICLE XIII
MISCELLANEOUS
Section 13.1 Related Matters. In order that the City shall satisfy, in a timely manner, all
of its obligations under the Ordinance,the Mayor,the City Secretary and other appropriate officers
and agents of the City are hereby authorized and directed to take all other actions that are
reasonably necessary to provide for issuance and delivery of the Series 2019A Bonds, including
executing by manual or facsimile signature and delivering on behalf of the City all certificates,
consents, receipts, requests, notices, investment agreements and other documents as may be
reasonably necessary to satisfy the City's obligations under the Ordinance and to direct the transfer
and application of funds of the City consistent with the provisions of such Ordinance. If requested
by the Attorney General of Texas or his representatives,the Mayor may authorize such ministerial
changes in the written text of this Ordinance as are necessary to obtain the Attorney General's
approval and as he determines are consistent with the intent and purposes of this Ordinance,which
determination shall be final.
Section 13.2 Severability. If any Section, paragraph, clause or provision of this
Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such Section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Ordinance.
Section 13.3 Open Meeting. It is hereby found, determined and declared that a sufficient
written notice of the date, hour, place and subject of the meeting of the City Council at which this
Ordinance was adopted was posted at a place convenient and readily accessible at all times to the
general public at the City Hall of the City for the time required by law preceding this meeting, as
required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended, and that
this meeting has been open to the public as required by law at all times during which this Ordinance
and the subject matter thereof has been discussed, considered and formally acted upon. The City
41
Council further ratifies, approves and confirms such written notice and the contents and posting
thereof
Section 13.4 Legal Opinion, Engagement of Bond Counsel. The approving legal opinion
of Orrick, Herrington & Sutcliffe LLP, Houston, Texas, Bond Counsel, may be printed on the
Series 2019A Bonds over the certification of the City Secretary, which may be executed in
facsimile. The engagement of Orrick, Herrington & Sutcliffe LLP as bond counsel in connection
with the issuance, sale and delivery of the Bonds is hereby approved,ratified and confirmed.
Section 13.5 Advanced Refundings. The District will not use any proceeds of the Bonds
to advance refund another bond in violation of the prohibition against advance refundings set forth
in section 149(d) of the Internal Revenue Code of 1986, as amended.
Section 13.6 Governing Law. This Ordinance shall be construed in accordance with and
governed by the laws of the State of Texas.
Section 13.7 Repealer. All ordinances, or parts thereof inconsistent herewith, are hereby
repealed to the extent of such inconsistency.
Section 13.8 Effective Date. This Ordinance shall be in force and effect from and after
its passage on the date shown below.
42
First Reading June 24, 2019
PASSED AND APPROVED on second reading this July 8, 2019.
====.)g.Y"k1
Mayor, City of Pearland, Texas
ATTEST:
ietyt+ef IA/
City Secretary, City of Pearlan , T s
(SEAL)
'''41,111 10``
Exhibit A Form of Bond
Exhibit B Paying Agent/Registrar Agreement
Exhibit C Special Escrow Deposit Agreement
Exhibit D Private Placement Memorandum
Exhibit E Description of Annual Financial Information
S-1
First Reading June 24, 2019
PASSED AND APPROVED on second reading this July 8, 2019.
Mayor, City of Pearland, Texas
ATTEST:
City Secretary, City of Pearland, Texas
(SEAL)
Exhibit A Form of Bond
Exhibit B Paying Agent/Registrar Agreement
Exhibit C Special Escrow Deposit Agreement
Exhibit D Private Placement Memorandum
Exhibit E Description of Annual Financial Information
S-1
EXHIBIT A
FORM OF BOND
United States of America
State of Texas
NUMBER DENOMINATION
1R-
REGISTERED REGISTERED
CITY OF PEARLAND, TEXAS
WATER AND SEWER SYSTEM REVENUE BONDS
SERIES 2019A
2INTEREST RATE: DATED DATE: 2MATURITY DATE: 2CUSIP:
August 1, 2019 September 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
3THE CITY OF PEARLAND, TEXAS (the "City"), a municipal corporation duly
incorporated under the laws of the State of Texas, for value received hereby promises to pay, but
solely from certain Net Revenues as hereinafter provided, to the Registered Owner identified
above or registered assigns,on the Maturity Date specified above,upon presentation and surrender
of this Bond at the designated payment office of Wells Fargo Bank, N.A. in Minneapolis,
'Initial Bond shall be numbered T-1.
2 Omitted from Initial Bond.
The first sentence of the Initial Bond shall read as follows:
"THE CITY OF PEARLAND,TEXAS(the"City"),a municipal corporation duly incorporated under the laws of the State
of Texas,for value received hereby promises to pay,but solely from certain Net Revenues as hereinafter provided,to the
Registered Owner identified above or registered assigns, on the Maturity Date specified below, upon presentation and
surrender of this Series 2019A Bond at the designated payment office of Wells Fargo Bank,N.A.in Minneapolis,Minnesota
(the"Paying Agent/Registrar"),the principal amount set forth in the following schedule:[Insert information regarding years
of maturity,principal amounts and interest rates from Section 3.3,]in any coin or currency of the United States of America
which on the date of payment of such principal is legal tender for the payment of debts due the United States of America,
and to pay,solely from such Net Revenues,interest thereon at the rate described above,calculated on the basis of a 360-day
year,composed of twelve 30-day months,from the later of the date of delivery of the Bonds or the most recent interest
payment date to which interest has been paid or duly provided for."
A-1
Minnesota, Texas (the "Paying Agent/Registrar"), the principal amount identified above, in any
coin or currency of the United States of America which on the date of payment of such principal
is legal tender for the payment of debts due the United States of America, and to pay, solely from
such Net Revenues, interest thereon at the rate described below, calculated on the basis of a 360-
day year, composed of twelve 30-day months, from the later of the date of delivery of the Bonds
or the most recent interest payment date to which interest has been paid or duly provided for.
Interest on this Bond is payable by check sent by United States mail, first class, postage prepaid,
payable on March 1 and September 1, beginning on March 1, 2020, mailed to the Registered
Owner as shown on the books of registration kept by the Paying Agent/Registrar as of the fifteenth
calendar day of the month next preceding each interest payment date.Any accrued interest payable
at maturity or earlier redemption shall be paid upon presentation and surrender of this Bond at the
principal corporate trust office of the Paying Agent/Registrar.Notwithstanding the above, so long
as the Texas Water Development Board ("TWDB") is the Registered Owner, all payments of
principal and interest will be made by wire transfer at no cost to the TWDB.
THIS BOND IS ONE OF A DULY AUTHORIZED SERIES OF BONDS (herein, the
"Series 2019A Bonds") aggregating $21,000,000 issued for the purpose of constructing certain
repairs, improvements, additions and extensions to the City's waterworks and sanitary sewer
system and payment of costs of issuance of the Bonds, all under and pursuant to Chapter 1502,
Texas Government Code, as amended, and an ordinance adopted by the City on July 8, 2019 (the
"Ordinance"), and other applicable law. Capitalized terms used herein without definition are
defined in the Ordinance.
THIS SERIES 2019A BONDS are special obligations of the City that are payable from
and are equally and ratably secured by a first lien on and pledge of the Net Revenues collected and
received by the City from the operation and ownership of the City's water and sewer system as
defined and provided in the Ordinance, which Net Revenues are required to be set aside and
pledged to the payment of the Outstanding Bonds,as described in the Ordinance,the Series 2019A
Bonds,and all Additional Bonds issued on a parity therewith,in the Interest and Sinking Fund and
the Reserve Fund maintained for the payment of all such Bonds, all as more fully described and
provided for in the Ordinance.
THE SERIES 2019A BONDS ARE PAYABLE SOLELY FROM SUCH NET
REVENUES AND NEITHER THE STATE, NOR ANY POLITICAL SUBDIVISION OR
AGENCY OF THE STATE, SHALL BE OBLIGATED TO PAY THE SAME OR THE
INTEREST THEREON AND NEITHER THE FAITH AND CREDIT NOR THE TAXING
POWER OF THE STATE, THE CITY, OR ANY OTHER POLITICAL CORPORATION,
SUBDIVISION OR AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF THE
PRINCIPAL OF OR THE INTEREST ON THE SERIES 2019A BONDS. THE OWNER
A-2
HEREOF SHALL NEVER HAVE THE RIGHT TO DEMAND PAYMENT OF THIS BOND
OUT OF ANY FUNDS RAISED OR TO BE RAISED BY AD VALOREM TAXATION.
REFERENCE IS HEREBY MADE TO THE ORDINANCE, a copy of which is on file in
the office of the Paying Agent/Registrar,and to all of the provisions of which the Registered Owner
of this bond by the acceptance hereof hereby assents, for definitions of terms; the description of
and the nature and extent of the security for the Series 2019A Bonds;the priority for the application
and use of the income and revenues of the System; the Net Revenues pledged to the payment of
the principal of and interest on the Series 2019A Bonds; the nature and extent and manner of
enforcement of the lien and pledge securing the payment of the Series 2019A Bonds; the terms
and conditions for the issuance of additional revenue obligations, including Additional Bonds;the
terms and conditions for amending the Ordinance;the terms and conditions relating to the transfer
or exchange of this bond; the rights, duties, and obligations of the City and the Paying
Agent/Registrar; the terms and provisions upon which the liens, pledges, charges and covenants
made therein may be discharged at or prior to the maturity of this bond,and deemed to be no longer
Outstanding thereunder; and for the other terms and provisions thereof. Capitalized terms used
herein, unless otherwise defined, have the same meanings assigned in the Ordinance.
THE CITY RESERVES THE RIGHT, at its option, to redeem the Series 2019A Bonds
maturing on September 1,2030, and thereafter prior to their scheduled maturities,in inverse order
of maturity, in whole or in part, in integral multiples of$5,000, on September 1, 2029, or any date
thereafter, at par plus accrued interest on the principal amounts called for redemption to the date
fixed for redemption.
NOT LESS THAN THIRTY(30)DAYS prior to a redemption date,a notice of redemption
will be sent by U.S. mail, first class postage prepaid, in the name of the City to each registered
owner of a Series 2019A Bond to be redeemed in whole or in part at the address of the registered
owner appearing on the registration books of the Paying Agent/Registrar at the close of business
on the business day next preceding the date of mailing. When Series 2019A Bonds or portions
thereof have been called for redemption and due provision has been made to redeem the same,the
amounts so redeemed shall be payable solely from the funds provided for redemption,and interest
which would otherwise accrue on the Series 2019A Bonds or portions thereof called for
redemption shall terminate on the date fixed for redemption.
A-3
4THIS Bond shall not be valid or obligatory for any purpose or be entitled to any benefit
under the Ordinance unless this Bond is authenticated by the Paying Agent/Registrar by due
execution of the authentication certificate endorsed hereon.
THIS BOND IS TRANSFERABLE only upon presentation and surrender at the designated
payment office of the Paying Agent/Registrar, duly endorsed for transfer or accompanied by an
assignment duly executed by the Registered Owner or his authorized representative, subject to the
terms and conditions of the Ordinance.
THIS BOND IS EXCHANGEABLE at the corporate trust office of the Paying
Agent/Registrar for bonds in the principal amount of $5,000 or any integral multiple thereof,
subject to the terms and conditions of the Ordinance.
THE PAYING AGENT/REGISTRAR IS NOT REQUIRED to accept for transfer or
exchange any Series 2019A Bond called for redemption in whole or in part during the 45 day
period immediately prior to the date fixed for redemption.
THE REGISTERED OWNER of this Bond, by acceptance hereof, acknowledges and
agrees to be bound by all the terms and conditions of the Ordinance.
THE CITY has covenanted in the Ordinance that it will at all times provide a legally
qualified Paying Agent/Registrar for the Series 2019A Bonds and will cause notice of any change
of Paying Agent/Registrar to be mailed to each Registered Owner.
THE CITY HAS RESERVED THE RIGHT TO ISSUE ADDITIONAL PARITY BONDS,
subject to the restrictions contained in the Ordinance, which may be equally and ratably payable
from,and secured by a first lien on and pledge of,the Net Revenues in the same manner and to the
same extent as the Outstanding Bonds, which includes this Bond and the series of which it is a
part.
IT IS HEREBY DECLARED AND REPRESENTED that this Bond has been duly and
validly issued and delivered; that all acts, conditions, and things required or proper to be
performed, to exist, and to be done precedent to or in the issuance and delivery of this Bond have
been performed, have existed, and have been done in accordance with law; that the Series 2019A
Bonds do not exceed any statutory limitation; and that provision has been made for the payment
of the principal of and interest on this Series 2019A Bond and all of the Series 2019A Bonds by
the creation of the aforesaid lien on and pledge of the Net Revenues.
°In the Initial Bond,this paragraph shall read as follows: "THIS SERIES 2019A BOND shall not be valid or obligatory for any purpose or be
entitled to any benefit under the Ordinance unless this Bond is registered by the Comptroller of Public Accounts of the State of Texas by registration
certificate attached or affixed hereto."
A-4
IN WITNESS WHEREOF,the City has caused its corporate seal to be impressed or placed
in facsimile hereon and has caused this Bond to be executed by the Mayor and countersigned by
the City Secretary or Deputy or Interim City Secretary by manual, lithographed, or printed
facsimile signatures.
CITY OF PEARLAND, TEXAS
Mayor
(SEAL)
COUNTERSIGNED
Interim City Secretary
* * * * *
[FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE]
The following form of Comptroller's Registration Certificate shall be attached or affixed
to each of the Series 2019A Bonds initially delivered.
THE STATE OF TEXAS
REGISTER NO.
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
I hereby certify that there is on file and of record in my office a certificate of the Attorney
General of the State of Texas to the effect that this bond and the proceedings for the issuance
hereof have been examined by him as required by law, that he finds that it has been issued in
conformity with the Constitution and laws of the State of Texas and that it is a valid and binding
special obligation of the City of Pearland, Texas, payable from the revenues and other funds
pledged to its payment by and in the proceedings authorizing the same,and I do further certify that
this bond has this day been registered by me.
A-5
WITNESS MY SIGNATURE AND SEAL OF OFFICE this ,2019.
Comptroller of Public Accounts
of the State of Texas
[SEAL]
* * * * *
A-6
[FORM OF AUTHENTICATION CERTIFICATE]
The following form of Authentication Certificate shall appear on each of the Series 2019A
Bonds.
AUTHENTICATION CERTIFICATE
This bond is one of the Series 2019A Bonds described in and delivered pursuant to the
within-mentioned Ordinance;and,except for the Series 2019A Bonds initially delivered,this bond
has been issued in conversion of and exchange for or replacement of a bond,bonds or a portion of
a bond or bonds of an issue which originally was approved by the Attorney General of the State
of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
WELLS FARGO BANK,N.A., Minneapolis,
Minnesota
By:
Authorized Signature:
Date of Authentication:
* * * * *
A-7
[FORM OF ASSIGNMENT]
The following form of assignment shall appear on each of the Series 2019A Bonds initially
delivered and the Series 2019A Bonds.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns, and transfers unto
(Social Security or Other Identifying Number)
(Print or type name, address, and zip code of transferee)
the within bond and hereby irrevocably constitutes and appoints
attorney to transfer said bond on the books kept for registration thereof, with full power of
substitution in the premises.
DATED:
Signature Guaranteed:
Registered Owner
NOTICE: The signature must be guaranteed NOTICE: The signature on this assignment
by a commercial bank or a member firm of a must correspond with the name of the
national securities exchange. Notarized or Registered Owner as it appears on the face of
witnessed signatures are not acceptable. the within bond in every particular, without
alteration or enlargement or any change
whatever.
* * * *
A-8
EXHIBIT B
PAYING AGENT/REGISTRAR AGREEMENT
(See Tab 6)
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EXHIBIT C
SPECIAL ESCROW DEPOSIT AGREEMENT
(See Tab 4) .
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7'7.c:1`74'
EXHIBIT D
PRIVATE PLACEMENT MEMORANDUM
(See Tab 3)
D-1
EXHIBIT E
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Article X 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 Article are as specified below:
1. The financial statements of the City for the most recently concluded fiscal year and
financial information and operating data for the City that conforms substantially to such
information and data set out in Tables 1-5 of the Official Statement for the City's Water and Sewer
System Revenue Bonds, Series 2018B.
Accounting Principles
The accounting principles referred to in Article X are the accounting principles described
in the notes to the financial statements referred to in paragraph 1 above.
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