HomeMy WebLinkAbout23-3745 Ordinance169
ORDINANCE 23-3745
AUTHORIZING THE ISSUANCE OF CITY OF PLAINVIEW, TEXAS WATERWORKS AND SEWER
SYSTEM REVENUE BONDS, SERIES 2023; PROVIDING FOR THE SECURITY FOR AND PAYMENT
OF SUCH BONDS; AND AUTHORIZING AND ENACTING OTHER MATTERS AND PROVISIONS
RELATING TO THE SUBJECT
THE STATE OF TEXAS §
COUNTY OF HALE §
CITY OF PLAINVIEW §
WHEREAS, under the provisions of the Texas Government Code, Chapter 1502, as amended
("Chapter 1502"), the City of Plainview, Texas (the "Issuer") is authorized to issue waterworks and sewer
system revenue bonds for the purpose of providing money for constructing improvements and extension to the
City's Waterworks and Sewer System (the "System"); and
WHEREAS, the Issuer has determined to acquire and construct additions and improvements to the
System, including advanced metering infrastructure facilities, including engineering and other design costs
and professional fees related to such project (the "Project"); and
WHEREAS, it is now deemed necessary and advisable by the City Council of the Issuer to issue the
Bonds authorized by this Ordinance for the purpose of financing the Project; and
WHEREAS, the Bonds hereinafter authorized to be issued and are to be issued, sold and delivered
pursuant to the general laws of the State of Texas, including Chapter 1502, and the Issuer's Home Rule
Charter; and
WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance
has been adopted was open to the public and public notice of the time, place and subject matter of the public
business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required
by the applicable provisions of Texas Government Code, Chapter 551; Now, Therefore
Section 1. DEFINITIONS.
"2023 Reserve Fund" means the special fund created, established and maintained by the provisions
of Sections 7 and 11 of this Ordinance.
"Accountant" means an independent certified public accountant or accountants or a firm of
independent certified public accountants, in either case, with demonstrated expertise and competence in
public accountancy.
"Additional First Lien Obligations" means bonds, notes, warrants, certificates of obligation,
contractual obligations or other Debt which the Issuer reserves the right to issue or enter into, as the case may
be, in the future under the terms and conditions provided in Section 16 of this Ordinance and which
obligations are equally and ratably secured solely by a first lien on and pledge of the Pledged Revenues on a
parity with the Bonds.
"Annual Debt Service Requirements" means, as of the date of calculation, the principal of and interest
on all First Lien Obligations coming due at Maturity or Stated Maturity (or that could come due on demand of
the owner thereof or other demand conditioned upon default by the Issuer on such Debt, or be payable in
respect of any required purchase of such Debt by the Issuer) in such Year, and, for such purposes, any one or
more of the following rules shall apply at the election of the Issuer:
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(1) Balloon Debt. If the principal (including the accretion of interest resulting from original
issue discount or compounding of interest) of any series or issue of Funded Debt due (or payable in
respect of any required purchase of such Funded Debt by the Issuer) in any Year either is equal to at
least 25% of the total principal (including the accretion of interest resulting from original issue discount
or compounding of interest) of such Funded Debt or exceeds by more than 50% the greatest amount of
principal of such series or issue of Funded Debt due in any preceding or succeeding Year (such
principal due in such Year for such series or issue of Funded Debt being referred to herein and
throughout this Ordinance as "Balloon Debt"), the amount of principal of such Balloon Debt taken into
account during any Year shall be equal to the debt service calculated using the original principal
amount of such Balloon Debt amortized over the Term of Issue on a level debt service basis at an
assumed interest rate equal to the rate borne by such Balloon Debt on the date of calculation;
(2) Consent Sinking Fund. In the case of Balloon Debt, if a Designated Financial Officer shall
deliver to the Issuer a certificate providing for the retirement of (and the instrument creating such
Balloon Debt shall permit the retirement of), or for the accumulation of a sinking fund for (and the
instrument creating such Balloon Debt shall permit the accumulation of a sinking fund for), such
Balloon Debt according to a fixed schedule stated in such certificate ending on or before the Year in
which such principal (and premium, if any) is due, then the principal of (and, in the case of retirement,
or to the extent provided for by the sinking fund accumulation, the premium, if any, and interest and
other debt service charges on) such Balloon Debt shall be computed as if the same were due in
accordance with such schedule, provided that this clause (2) shall apply only to Balloon Debt for which
the installments previously scheduled have been paid or deposited to the sinking fund established with
respect to such Debt on or before the times required by such schedule; and provided further that this
clause (2) shall not apply where the Issuer has elected to apply the rule set forth in clause (1) above;
(3) Prepaid Debt. Principal of and interest on Bonds and Additional First Lien Obligations, or
portions thereof, shall not be included in the computation of the Annual Debt Service Requirements for
any Year for which such principal or interest are payable from funds on deposit or set aside in trust for
the payment thereof at the time of such calculations (including without limitation capitalized interest
and accrued interest so deposited or set aside in trust) with a financial institution acting as fiduciary
with respect to the payment of such Debt; and
(4) Variable Rate. As to any First Lien Obligations that bear interest at a variable interest rate
which cannot be ascertained at the time of calculation of the Annual Debt Service Requirement then, at
the option of the Issuer, either (A) an interest rate equal to the average rate borne by such First Lien
Obligations (or by comparable debt in the event that such First Lien Obligations has not been
outstanding during the preceding 24 months) for any 24 month period ending within 30 days prior to
the date of calculation, or (B) an interest rate equal to the 30-year Revenue Bond Index (as most
recently published in The Bond Baer), shall be presumed to apply for all future dates, unless such
index is no longer published in The Bond Buyer, in which case an index of revenue bonds with
maturities of at least 20 years which is published in a financial newspaper or journal with national
circulation may be used for this purpose (if two Series of First Lien Obligations which bear interest at
variable interest rate, or one or more maturities within a Series, of equal par amounts, are issued
simultaneously with inverse floating interest rates providing a composite fixed interest rate for such
First Lien Obligations taken as a whole, such composite fixed rate shall be used in determining the
Annual Debt Service Requirement with respect to such First Lien Obligations);
With respect to any calculation of historic data, only those payments actually made in the
subject period shall be taken into account in making such calculation and, with respect to prospective
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calculations, only those payments reasonably expected to be made in the subject period shall be taken
into account in making the calculation.
"Average Annual Debt Service Requirements" means that average amount which, at the time of
computation, will be required to pay the Annual Debt Service Requirements when due (either at Stated
Maturity or mandatory redemption) and derived by dividing the total of such Annual Debt Service
Requirements by the number of Years then remaining before Stated Maturity of such First Lien Obligations.
For the purposes of this definition, a fractional period of a Year shall be treated as an entire Year. Capitalized
interest payments provided from bond proceeds, accrued interest on any Debt, and interest earnings thereon
shall be excluded in making such computation.
"Bonds" means, the City of Plainview, Texas Waterworks and Sewer System Revenue Bonds, Series
2023 authorized by this Ordinance.
"Capital Addition" means a reservoir or an interest therein, a water treatment plant or an interest
therein, a wastewater treatment plant or an interest therein, the acquisition of rights or improvements that will
increase the capacity and/or water supply of the System or an interest therein, and associated transmission
facilities with respect to each and any combination thereof, and which shall become a part of the System.
"City Councir' means the governing body of the Issuer.
"Code" means the Internal Revenue Code of 1986, as amended, and the applicable regulations and
rules promulgated in connection therewith.
"Debt" means:
(1) all indebtedness payable from Pledged Revenues incurred or assumed by the Issuer for
borrowed money and all other financing obligations of the System payable from Pledged Revenues
that, in accordance with generally accepted accounting principles, are shown on the liability side of a
balance sheet; and
(2) all other indebtedness payable from Pledged Revenues for borrowed money or for the
acquisition, construction or improvement of property or capitalized lease obligations pertaining to the
System that is guaranteed, directly or indirectly, in any manner by the Issuer, or that is in effect
guaranteed, directly or indirectly, by the Issuer through an agreement, contingent or otherwise, to
purchase any such indebtedness or to advance or supply funds for the payment or purchase of any such
indebtedness or to purchase property or services primarily for the purpose of enabling the debtor or
seller to make payment of such indebtedness, or to assure the owner of the indebtedness against loss, or
to supply funds to or in any other manner invest in the debtor (including any agreement to pay for
property or services irrespective of whether or not such property is delivered or such services are
rendered), or otherwise.
For the purpose of determining Debt, there shall be excluded any particular Debt if, upon or prior to the
Maturity thereof, there shall have been deposited with the proper depository (a) in trust the necessary
funds (or investments that will provide sufficient funds, if permitted by the instrument creating such
Debt) for the payment, redemption, or satisfaction of such Debt or (b) evidence of such Debt deposited
for cancellation; and thereafter it shall not be considered Debt. No item shall be considered Debt unless
such item constitutes indebtedness under generally accepted accounting principles applied on a basis
consistent with the financial statements of the System in prior Years.
"Defeasance Securities " means a security described in Section 20 of this Ordinance.
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"Depository" means one or more official depository banks of the Issuer.
"DTC" means The Depository Trust Company, New York, New York.
"DTC Participant" means securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations on whose behalf DTC was created to hold securities to facilitate
the clearance and settlement of securities transactions among DTC Participants.
"Designated Financial Officer" means the City Manager or the Director of Finance of the Issuer, or
such other financial or accounting official of the Issuer so designated by the Issuer.
"Event of Default" means an event as described in Section 25 of this Ordinance.
"First Lien Obligations" means the Bonds and any Additional First Lien Obligations hereafter issued
by the Issuer or obligations issued to refund any of the foregoing (as determined within the sole discretion of
the City Council in accordance with applicable law) if issued in a manner that provides that the refunding
bonds are payable from and equally and ratably secured by a first lien on and pledge ofthe Pledged Revenues.
"First Lien Obligation Reserve Requirement" means the amount or a manner of calculating the
amount established by each ordinance authorizing the issuance of First Lien Obligations that are to be secured
by a debt service reserve fund to be held and maintained on deposit therein. With respect to the Bonds, such
amount is the Required Reserve Amount established in Section I I(a) hereof.
"Funded Debt" means all First Lien Obligations created or assumed by the Issuer that mature by their
terms (in the absence of the exercise of any earlier right of demand), or that are renewable at the option of the .
Issuer to a date, more than one year after the original creation or assumption of such Debt by the Issuer.
"Gross Revenues" mean all revenues, income and receipts of every nature derived or received by the
Issuer from the operation and ownership of the System (other than grants monies, customer deposits, and
other similar funds that cannot lawfully be used to pay debt service), including the interest income from
investment or deposit of money in any fund created by this Ordinance or maintained by the Issuer in
connection with the System.
"Holder" or "Holders" means the registered owner, whose name appears in the Registration Books,
for any First Lien Obligation.
"Interest and Sinking Fund" means the special fund maintained by the provisions of Sections 7 and
10 of this Ordinance.
"Issuer" means the City of Plainview, Texas, in Hale County, Texas.
"Maturity" means, when used with respect to any Debt, the date on which the principal of such Debt
or any installment thereof becomes due and payable as therein provided, whether at the Stated Maturity
thereof, or call for redemption, or otherwise.
"Maximum Annual Debt Service Requirements " means the greatest requirement of Annual Debt
Service Requirements (taking into account all mandatory principal redemption requirements) scheduled to
occur in any future Year or in the then current Year for the particular obligations for which such calculation is
made. Capitalized interest payments provided from Debt proceeds, accrued interest on any Debt, and interest
earnings thereon shall be excluded in making such computation.
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"Net Earnings " means the Gross Revenues of the System after deducting the Operating Expenses of
the System but not depreciation or other expenditures which, under standard accounting practice, should be
charged to capital expenditures.
"Net Revenues" mean all Gross Revenues remaining after deducting Operating Expenses.
"Operating Expenses" means 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 Issuer, are necessary to keep the System in
operation and render adequate service or such as might be necessary to meet some physical accident or
conditions which would otherwise impair the First Lien Obligations), and all payments under contracts for
materials and services (including water supply contracts) provided to the Issuer that are required to enable the
Issuer to render efficient service. Depreciation shall never be considered as an Operating Expense.
"Ordinance" means this ordinance finally adopted by the City Council on April 25, 2023.
"Outstanding" means, when used with respect to First Lien Obligations, as of the date of
determination, all First Lien Obligations theretofore delivered under this Ordinance and any ordinance
authorizing Additional First Lien Obligations, except:
(1) First Lien Obligations theretofore cancelled and delivered to the Issuer or delivered to the
Paying Agent/Registrar for cancellation;
(2) First Lien Obligations deemed paid pursuant to the provisions of Section 20 of this
Ordinance or any comparable section of any ordinance authorizing Additional First Lien Obligations;
(3) First Lien Obligations upon transfer of or in exchange for and in lieu of which other First
Lien Obligations have been authenticated and delivered pursuant to this Ordinance and any ordinance
authorizing Additional First Lien Obligations; and
(4) First Lien Obligations under which the obligations of the Issuer have been released,
discharged or extinguished in accordance with the terms thereof.
"PayingAgent/Registrar" means the paying agent/registrar for the Bonds, described and identified in
Section 4(b) hereof.
"Permitted Investments" means any security or obligation or combination thereof permitted under the
Public Funds Investments Act, Chapter 2256, Texas Government Code, as amended or other applicable law.
"Pledged Revenues" means
(1) the Net Revenues, plus
(2) any additional revenues, income, receipts, or other resources, including, without
limitation, any grants, donations or income received or to be received from the United States Government, or
any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are
pledged by the Issuer to the payment of all First Lien Obligations, and excluding those revenues excluded
from Gross Revenues or excluded from Net Revenues.
"RatingAgency" means any nationally recognized securities rating agency which has assigned, at the
lest of the Issuer, a rating to the First Lien Obligations.
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"Record Date" means Record Date as defined in the Form of Bonds in Section 5 of this Ordinance.
"Registration Books " means the books or records for the registration of the transfer, conversion and
exchange of the Bonds kept by the Paying Agent/Registrar.
"Required Reserve Amount" means the amount required to be maintained in the 2023 Reserve Fund
pursuant to the provisions of Section I I (a) of this Ordinance.
"Required Reserve Fund Deposits" means the deposits and credits, if any, required to be made to the
2023 Reserve Fund pursuant to the provisions of Section 11 of this Ordinance.
"Reserve Fund Obligation" means, to the extent permitted by law, (i) a policy of insurance or a surety
bond, issued by an issuer of policies of insurance insuring the timely payment of debt service on
governmental obligations, provided that a Rating Agency having an outstanding rating on First Lien
Obligations would rate the First Lien Obligations fully insured by a standard policy issued by the issuer of
such Reserve Fund Obligation in its two highest generic rating categories for such obligations; and (ii) a letter
or line of credit issued by any financial institution, provided that a Rating Agency having an outstanding
rating on the First Lien Obligations would rate the First Lien Obligations in any one of its two highest generic
rating categories for such obligations if the letter or line of credit proposed to be issued by such financial
institution secured the timely payment of the entire principal amount of the First Lien Obligations and the
interest thereon.
"Reserve Fund Obligation Payment" means any subrogation payment the Issuer is obligated to make
from Pledged Revenues deposited in the 2023 Reserve Fund with respect to a Reserve Fund Obligation.
"Series 2023 Bond Construction Fund" means the fund created and maintained by Section 28 of this
Ordinance.
"Special Project" means any water, sewer, wastewater reuse system property, improvement or facility
or other public improvement declared by the Issuer not to be part of the System, for which the costs of
acquisition, construction and installation are paid from proceeds of Special Project Bonds and for which all
maintenance and operation expenses are payable from sources other than Pledged Revenues, but only to the
extent that and for so long as all or any part of the revenues or proceeds of which are or will be pledged to
secure the payment or repayment of such costs of acquisition, construction and installation under such
financing transaction.
"Special Project Bonds" means special revenue obligations of the Issuer which are not secured by the
Pledged Revenues, but which are secured by and payable solely from special contract revenues or payments
received from the System, any other legal entity, or any combination thereof, in connection with a Special
Project; and such revenues or payments shall not be considered as or constitute Gross Revenues of the
System, unless and to the extent otherwise provided in the ordinance or ordinances authorizing the issuance of
such Special Project Bonds.
"Stated Maturity" means the annual principal payments of the First Lien Obligations payable on the
respective dates set forth in the ordinances which authorized the issuance of such First Lien Obligations.
"Subordinate Lien Obligations" means any bonds, notes, warrants, certificates of obligation,
contractual obligations or other Debt issued by the Issuer that are payable from or reasonably expected to be
payable in whole from, and equally and ratably secured by a lien on and pledge of the Pledged Revenues,
such pledge being subordinate and inferior to the lien on and pledge of the Pledged Revenues that are or will
be pledged to the payment of any First Lien Obligations issued by the Issuer.
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"System" means the Issuer's existing combined Waterworks and Sewer system, together with all
future extensions, improvements, enlargements, and additions thereto, and all replacements thereof; provided
that, notwithstanding the foregoing, and to the extent now or hereafter authorized or permitted by law, the
term System shall not include any Special Projects which are hereafter acquired or constructed by the Issuer
with the proceeds of Special Project Bonds.
"System Fund" means the special fund created by the provisions of Sections 7 and 8 of this
Ordinance.
"Term of Issue" means with respect to any Balloon Debt, a period of time equal to the greater of (i)
the period of time commencing on the date of issuance of such Balloon Debt and ending on the final maturity
date of such Balloon Debt or (ii) twenty-five years.
"Year" means the regular fiscal year used by the Issuer in connection with the operation of the
System, currently September 30 of each year, which may be any twelve consecutive month period established
by the Issuer.
Section 2. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS.
(a) The recitals set forth in the preamble hereof are incorporated herein and shall have the same force
and effect as if set forth in this Section.
(b) The bonds of the City of Plainview, Texas (the "Issuer") are hereby authorized to be issued and
delivered in the aggregate principal amount of $10,155,000 for the public purpose of providing funds to
acquire and construct additions and improvements to the System, including advanced metering infrastructure
facilities, to fund the 2023 Reserve Fund, and to pay the costs incurred in connection with the issuance of the
Bonds.
(c) Each bond issued pursuant to this Ordinance shall be designated: "CITY OF PLAINVIEW,
TEXAS, WATERWORKS AND SEWER SYSTEM REVENUE BOND, SERIES 2023" and initially there
shall be issued, sold, and delivered hereunder one fully registered bond, without interest coupons, dated May
1, 2023, in the principal amount stated above and in the denominations hereinafter stated, numbered T-1, with
bonds issued in replacement thereof being in the denominations and principal amounts hereinafter stated and
numbered consecutively from R-1 upward, payable to the respective Registered Owners thereof (with the
initial bond being made payable to the initial purchaser set forth herein), or to the registered assignee or
assignees of said bonds or any portion or portions thereof (in each case, the "Registered Owner"), and said
bonds shall mature and be payable serially on February 15 in each of the years and in the principal amounts,
respectively, and shall bear interest from the dates set forth in the FORM OF BOND set forth in this
Ordinance to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set
forth in the following schedule:
Years
Principal
Interest
(2/15)
Amounts ($)
Rates (%)
2024
205,000
5.00
2025
325,000
5.00
2026
340,000
5.00
2027
360,000
5.00
2028
380,000
5.00
2029
395,000
5.00
2030
415,000
5.00
2031
440,000
5.00
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2032
460,000
5.00
2033
485,000
5.00
2034
510,000
5.00
2035
535,000
5.00
2036
565,000
5.00
2037
590,000
5.00
2038
620,000
5.00
2039
650,000
4.00
2040
675,000
4.00
2041
705,000
4.00
2042
735,000
4.00
2043
765,000
4.00
Section 3. [RESERVED].
Section 4. CHARACTERISTICS OF THE BONDS.
(a) [RESERVEDI.
(b) Registration, Transfer, Conversion and Exchange. The Issuer shall keep or cause to be kept
Registration Books at the corporate trust office of UMB Bank, N.A., Austin, Texas (the "Paying
Agent/Registrar"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer
agent to keep such books or records and make such registrations of transfers, conversions and exchanges
under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying
Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided within
three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the
Registration Books the address of the registered owner of each Bond to which payments with respect to the
Bonds shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the
Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest
payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the
Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying
Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall
not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or
customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a
substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall
be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this
Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond.
(c) Authentication. Except as provided in subsection (i) of this section, an authorized representative
of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond,
and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying
Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange.
No additional ordinances, orders or resolutions need be passed or adopted by the governing body ofthe Issuer
or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or
portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution and delivery of the
substitute Bonds in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201, Texas
Government Code, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the
Paying Agent/Registrar, and, upon the execution of said Bond, the converted and exchanged Bond shall be
valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds which initially
were issued and delivered pursuant to this Ordinance, approved by the Attorney General, and registered by
the Comptroller of Public Accounts.
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(d) Payment of Principal and Interest. The Issuer hereby further appoints the Paying Agent/Registrar
to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this
Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the
Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all
replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on
a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a
"Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment
of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled
payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at
least five (5) business days prior to the Special Record Date by United States mail, first class postage prepaid,
to the address of each registered owner appearing on the Registration Books at the close of business on the
last business day next preceding the date of mailing of such notice.
(e) Payment to Registered Owner. Notwithstanding any other provision of this Ordinance to the
contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose
name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of
payment of principal and interest with respect to such Bond, for the purpose of registering transfers with
respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all
principal of and interest on the Bonds only to or upon the order of the registered owners, as shown in the
Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and
all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with
respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No
person other than a registered owner, as shown in the Registration Books, shall receive a Bond certificate
evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance.
(f) Paying Agent/Registrar. The Issuer covenants with the registered owners ofthe Bonds that at all
times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust
company, financial institution or other agency to act as and perform the services of Paying Agent/Registrar
for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. By accepting the
position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the
provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying
Agent/Registrar.
(g) Substitute Paying Agent/Registrar. The Issuer reserves the right to, and may, at its option, change
the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be
effective not later than 60 days prior to the next principal or interest payment date after such notice. In the
event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or
other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will
appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as
Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous
Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along
with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated
and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a
written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by
United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying
Agent/Registrar.
(h) Book -Entry Only System. The Bonds issued in exchange for the Bonds initially issued to the
purchaser or purchasers specified herein shall be initially issued in the form of a separate single fully
registered Bond for each of the maturities thereof and the ownership of each such Bond shall be registered in
the name of Cede & Co., as nominee of DTC, and except as provided in subsections 0) and (k) of this
Section, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC.
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(i) Blanket Letter of Representations. The previous execution and delivery of the Blanket Letter of
Representations with respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions
thereof shall be fully applicable to the Bonds. Notwithstanding anything to the contrary contained herein,
while the Bonds are subject to DTC's Book -Entry Only System and to the extent permitted by law, the Letter
of Representations is hereby incorporated herein and its provisions shall prevail over any other provisions of
this Ordinance in the event of conflict.
0) Bonds Registered in the Name of Cede & Co. With respect to Bonds registered in the name of
Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or
obligation to any DTC Participant to hold securities to facilitate the clearance and settlement of securities
transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an
interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of
DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the
delivery to any DTC Participant or any other person, other than a registered owner of Bonds, as shown on the
Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or
any other person, other than a registered owner of Bonds, as shown in the Registration Books of any amount
with respect to principal of or interest on the Bonds. Upon delivery by DTC to the Paying Agent/Registrar of
written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and
subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner
at the close of business on the Record date, the words "Cede & Co." in this Ordinance shall refer to such new
nominee of DTC.
(k) Successor Securities Depository: Transfers Outside Book -Entry Only System. In the event that
the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the
representation letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the Bonds
that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository,
qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify
DTC and DTC Participants of the appointment of such successor securities depository and transfer one or
more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the
availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having
Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being
registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in
the name of the successor securities depository, or its nominee, or in whatever name or names registered
owners transferring or exchanging Bonds shall designate, in accordance with the provisions ofthis Ordinance.
(1) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary,
so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect
to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given,
respectively, in the manner provided in the representation letter of the Issuer to DTC.
(m) General Characteristics of the Bonds. The Bonds (i) shall be issued in fully registered form,
without interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered
Owners thereof, (ii) may and shall be redeemed prior to their scheduled maturities, (iii) may be transferred
and assigned, (iv) may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi)
shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be
payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain
duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as
required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bonds initially issued and
delivered pursuant to this Ordinance is not required to be, and shall not be, authenticated by the Paying
Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds
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issued under this Ordinance the Paying Agent/Registrar shall execute the Paying Agent/registrar's
Authentication Bond, in the FORM OF BOND set forth in this Ordinance.
(n) Cancellation of Initial Bonds. On the closing date, one initial Bond representing the entire
principal amount of a series of the Bonds, payable in stated installments to the purchaser designated in
Section 24 or its designee, executed by manual or facsimile signature of the Mayor and City Secretary of the
Issuer, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of
Public Accounts of the State of Texas, will be delivered to such purchaser or its designee. Upon payment for
such initial Bond, the Paying Agent/Registrar shall cancel such initial Bond and deliver to DTC on behalf of
such purchaser one registered definitive Bond for each year of maturity of such Bonds, in the aggregate
principal amount of all of the Bonds for such maturity, registered in the name of Cede & Co., as nominee of
DTC. To the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System,
pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall
hold the definitive Bonds in safekeeping for DTC.
Section 5. FORM OF BONDS. The form of the Bonds, including the form of Paying
Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate
of the Comptroller of Public Accounts of the State of Texas to be attached to the Bonds initially issued and
delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate
variations, omissions or insertions as are permitted or required by this Ordinance.
(a) Form of Bond.
NO. R- UNITED STATES OF AMERICA PRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF PLAINVIEW, TEXAS
WATERWORKS AND SEWER SYSTEM REVENUE BOND
SERIES 2023
Interest Rate Delivery Date Maturity Date CUSIP No.
May 25, 2023 February 15,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
ON THE MATURITY DATE specified above, the City of Plainview, in Hale County, Texas (the
"Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to
pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered
Owner"), on the Maturity Date specified above, the Principal Amount specified above. The Issuer promises
to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-
day months) from the Delivery Date at the Interest Rate per annum specified above. Interest is payable on
February 15, 2024 and semiannually on each August 15 and February 15 thereafter to the Maturity Date
specified above, or the date of redemption prior to maturity; except, if this Bond is required to be
authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such
principal amount shall bear interest from the interest payment date next preceding the date of authentication,
unless such date of authentication is after any Record Date but on or before the next following interest
payment date, in which case such principal amount shall bear interest from such next following interest
payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or
11
Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear
interest from the date to which such interest has been paid in full.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United
States of America, without exchange or collection charges. The principal of this Bond shall be paid to the
Registered Owner hereof upon presentation and surrender ofthis Bond at maturity, or upon the date fixed for
its redemption prior to maturity, at the principal corporate trust office of UMB Bank, N.A., Austin, Texas,
which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by
the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft,
dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from,
funds ofthe Issuer required by the ordinance authorizing the issuance ofthis Bond (the `Bond Ordinance") to
be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or
draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each
such interest payment date, to the Registered Owner hereof, at its address as it appeared at the close of
business on the last business day of the month preceding each such date (the "Record Date") on the
Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be
paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and
expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date,
and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be
established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been
received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past
due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days
prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each
owner of a Bond appearing on the Registration Books at the close of business on the last business day next
preceding the date of mailing of such notice.
ANY ACCRUED INTEREST due at maturity or upon the redemption ofthis Bond prior to maturity
as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for
payment or redemption at the principal corporate trust office of the Paying Agent/Registrar. The Issuer
covenants with the Registered Owner of this Bond that on or before each principal payment date and interest
payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and
Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Bonds, when due.
IF THE DATE for any payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust
office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day on
which banking institutions are authorized to close; and payment on such date shall have the same force and
effect as if made on the original date payment was due.
THIS BOND is one of a series of Bonds dated May 1, 2023, authorized in accordance with the
Constitution and laws of the State of Texas in the principal amount of $10,155,000 for the public purposes of
acquiring and constructing additions and improvements to the Issuer's Waterworks and Sewer System,
including advanced metering infrastructure facilities, and to pay the costs incurred in connection with the
issuance of the Bonds.
ON FEBRUARY 15, 2033, or on any date thereafter, the Bonds of this series may be redeemed prior
to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful
source, as a whole, or in part, and, if in part, the particular Bonds, or portions thereof, to be redeemed shall be
selected and designated by the Issuer (provided that a portion of a Bond may be redeemed only in an integral
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multiple of $5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest
to the date fixed for redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior to
maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States
mail, first-class postage prepaid, at least 30 days prior to the date fixed for any such redemption, to the
Registered Owner of each Bond to be redeemed at its address as it appeared on the 45th day prior to such
redemption date; provided, however, that the failure of the Registered Owner to receive such notice, or any
defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the
proceedings for the redemption of any Bond. By the date fixed for any such redemption due provision shall
be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or
portions thereof that are to be so redeemed. If such written notice of redemption is sent and if due provision
for such payment is made, all as provided above, the Bonds or portions thereof that are to be so redeemed
thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear
interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the
right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the
funds provided for such payment. If a portion of any Bond shall be redeemed, a substitute Bond or Bonds
having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any
integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount
equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof
for cancellation, at the expense of the Issuer, all as provided in the Bond Ordinance.
IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been
deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds
sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, and is
subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized escrow
agent at or prior to the redemption date, and such notice shall be of no effect unless such moneys are so
deposited on or prior to the redemption date. If such redemption is not effectuated, the Paying
Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of redemption
was given that such moneys were not so received and shall rescind the redemption.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this
Bond may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned,
transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds,
without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may
be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing
by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond
to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the
Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented
and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and
with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond
or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose
name or names this Bond or any such portion or portions hereof is or are to be registered. The form of
Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the
assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the
Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions
hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or
customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion
thereof will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid
with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as
a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to
13
make any such transfer, conversion, or exchange (i) during the period commencing with the close of business
on any Record Date and ending with the opening of business on the next following principal or interest
payment date, or (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity,
within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or
otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint
a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the
Registered Owners of the Bonds.
THE BONDS are special obligations of the Issuer payable solely from and equally secured by a first
lien on and pledge of the Pledged Revenues of the Issuer's Waterworks and Sewer System. Reference is
hereby made to the Bond Ordinance for a more complete statement of the covenants and provisions securing
the payment of this Bond and the series of which it is one.
THE ISSUER EXPRESSLY RESERVES the right to issue further and additional special revenue
obligations equally secured by a lien on and pledge of the Pledged Revenues of the Issuer's Waterworks and
Sewer System on a parity with the Bonds of this issue; provided, however, that any and all such additional
First Lien Obligations may be issued only in accordance with and subject to the covenants, conditions,
limitations and restrictions relating thereto which are set out and contained in the Bond Ordinance, to which
reference is hereby made for more complete and full particulars. The Issuer has further reserved the right in
the Bond Ordinance to issue Subordinate Lien Obligations and to finance Special Projects that are not part of
the System and not payable from Pledged Revenues and for which all maintenance and operation expenses
are payable from sources other than Pledged Revenues.
THE HOLDER HEREOF shall never have the right to demand payment of this obligation out of any
funds raised or to be raised by taxation or from any sources whatsoever other than those described in the Bond
Ordinance.
IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized,
issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done
precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been
done in accordance with law.
THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided therein, and
under some (but not all) circumstances amendments thereto must be approved by the Registered Owners of a
majority in aggregate principal amount of the outstanding Bonds.
BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all
of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions,
acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes
and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the
Bond Ordinance constitute a contract between each Registered Owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile
signature of the Mayor of the Issuer (or in the Mayor's absence, the Mayor Pro Tem of the Issuer) and
countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and has caused the
official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond.
(signature) (signa� ture)
City Secretary Mayor
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L
1
E
(SEAL)
(b) Form of Paying A eg_nt/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration Certificate
of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance
described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in
exchange for, a bond, bonds, or a portion of a bond or bonds of a series that originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of
Texas.
Dated:
(c) Form of Assignment.
UMB Bank, N.A.
Austin, Texas
Paying Agent/Registrar
Authorized Representative
ASSIGNMENT
(Please print or type clearly)
For value received, the undersigned hereby sells, assigns and transfers unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to register the transfer of the within
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by an
eligible guarantor institution participating in a
securities transfer association recognized signature
guarantee program.
15
NOTICE: The signature above must correspond with
the name of the Registered Owner as it appears upon
the front of this Bond in every particular, without
alteration or enlargement or any change whatsoever.
(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that there is on file and of record in my office a true and correct copy of the opinion
of the Attorney General of the State of Texas approving this Bond and that this Bond has been registered this
day by me.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
(e) Initial Bond Insertions.
(i) The initial Bond shall be in the form set forth is paragraph (a) of this Section, except that:
A. immediately under the name of the Bond, the headings "Interest Rate" and
"Maturity Date" shall both be completed with the words "As shown below" and "CUSIP No.
" shall be deleted.
B. the first paragraph shall be deleted and the following will be inserted:
"THE CITY OF PLAINVIEW, TEXAS, in Hale County, Texas (the "Issuer"), being a political subdivision
and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified
above, or registered assigns (hereinafter called the "Registered Owner"), on February 15 in each of the years,
in the principal installments and bearing interest at the per annum rates set forth in the following schedule:
1
Principal
Interest
Years
Installments M
Rates
2024
205,000
5.00
2025
325,000
5.00
2026
340,000
5.00
2027
360,000
5.00
2028
380,000
5.00
2029
395,000
5.00
2030
415,000
5.00
2031
440,000
5.00
2032
460,000
5.00
2033
485,000
5.00
2034
510,000
5.00
2035
535,000
5.00
2036
565,000
5.00
2037
590,000
5.00
2038
620,000
5.00
2039
650,000
4.00
2040
675,000
4.00
2041
2042
705,000
735,000
4.00
4.00
2043
765,000
4.00
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The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-
day year of twelve 30-day months) from the Delivery Date shown above at the respective Interest Rate per
annum specified above. Interest is payable on February 15, 2024 and semiannually on each August 15 and
February 15 thereafter to the date of payment of the principal installment specified above, or the date of
redemption prior to maturity; except, that if this Bond is required to be authenticated and the date of its
authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear
interest from the interest payment date next preceding the date of authentication, unless such date of
authentication is after any Record Date but on or before the next following interest payment date, in which
case such principal amount shall bear interest from such next following interest payment date; provided,
however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this
Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to
which such interest has been paid in full."
C. The Initial Bond shall be numbered "T-L"
Section 6. PLEDGE OF PLEDGED REVENUES.
(a) The Issuer hereby covenants and agrees that the Pledged Revenues are hereby irrevocably
pledged to the payment and security of the First Lien Obligations, including the establishment and
maintenance ofthe special funds created, established and maintained for the payment and security thereof, all
as hereinafter provided; and it is hereby ordered that the First Lien Obligations, and the interest thereon, shall
constitute a lien on and pledge of the Pledged Revenues and be valid and binding without any physical
delivery thereof or further act by the Issuer, and the lien created hereby on the Pledged Revenues for the
payment and security of the First Lien Obligations, including the establishment and maintenance of the
special funds created, established and maintained for the payment and security thereof, shall be superior to the
lien on and pledge of the Pledged Revenues securing payment of any Subordinate Lien Obligations heretofore
or hereafter issued by the Issuer.
(b) Chapter 1208, Government Code, applies to the issuance of the Bonds and the pledge of the
Pledged Revenues granted by the Issuer under this Section, and is therefore valid, effective, and perfected.
Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such
amendment being that the pledge of the Pledged Revenues granted by the Issuer under this Section is to be
subject to the filing requirements of Chapter 9, Business & Commerce Code, in order to preserve to the
Holders of the Bonds a security interest in said pledge, the Issuer agrees to take such measures as it
determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter
9, Business & Commerce Code and enable a filing of a security interest in said pledge to occur.
Section 7. SPECIAL FUNDS. To provide for the payment of the Bonds and any Additional First
Lien Obligations there are created and established, and are hereby confirmed and ordered to be maintained so
long as First Lien Obligations are outstanding, the following limited special funds:
(a) Plainview Waterworks and Sewer System Fund, hereinafter called the "System Fund."
(b) Plainview Waterworks and Sewer System Revenue Bonds Interest and Sinking Fund, hereinafter
called the "Interest and Sinking Fund."
(c) Plainview Waterworks and Sewer System Revenue Bonds 2023 Reserve Fund, hereinafter called
the "2023 Reserve Fund."
Each such Fund shall be accounted for separate and apart from all other funds of the Issuer, and shall be
maintained in a Depository of the Issuer.
17
"•
Section 8. SYSTEM FUND. The Issuer hereby covenants, agrees and establishes that the Gross
Revenues shall be deposited and credited to the System Fund immediately as collected and received. All
Operating Expenses are and shall be paid from such Gross Revenues as a first charge against same.
Section 9. FLOW OF FUNDS.
(a) All Gross Revenues deposited and credited to the System Fund shall be pledged and appropriated
to the extent required for the following uses and in the order of priority shown:
First: to the payment of all necessary and reasonable Operating Expenses as defined herein, and the
payment of such Operating Expenses shall be a first charge on and claim against the Gross Revenues.
Second: to the payment of the amounts required to be deposited and credited to the Interest and
Sinking Fund created and established for the payment of the First Lien Obligations and any Additional
First Lien Obligations issued by the Issuer as the same become due and payable.
Third: pro rata to the payment of the amounts required to be deposited and credited (i) to the 2023
Reserve Fund created and established in accordance with the provisions of this Ordinance to maintain
the Required Reserve Amount therein, and (ii) to each other reserve fund created and established to
maintain a reserve in accordance with the provisions of the ordinances relating to the issuance of any
Additional First Lien Obligations hereafter issued by the Issuer.
Fourth: to make payment, including payment of amounts required for reserve fund requirements, of
Subordinate Lien Obligations.
(b) Any Pledged Revenues remaining in the System Fund after satisfying the foregoing payments, or
making adequate and sufficient provision for the payment thereof, may be appropriated and used for any other
Issuer purpose now or hereafter permitted by law.
Section 10. INTEREST AND SINKING FUND.
(a) For purposes of providing funds to pay the principal of, premium, if any, and interest on the First
Lien Obligations as the same become due and payable, including any mandatory sinking fund redemption
payments, the Issuer agrees that it shall maintain the Interest and Sinking Fund. The Issuer covenants to
deposit and credit to the Interest and Sinking Fund prior to each principal, interest payment or redemption
date from the available Pledged Revenues an amount equal to one hundred percent (100%) of the amount
required to fully pay the interest on and the principal of the First Lien Obligations then coming due and
payable.
(b) The required deposits and credits to the Interest and Sinking Fund shall continue to be made as
hereinabove provided until such time as (i) the total amount on deposit in and credited to the Interest and
Sinking Fund and the 2023 Reserve Fund (and in any reserve fund created pursuant to Section 11(g) hereof,
taking into account any Reserve Fund Obligation held in or for the benefit of any such reserve fund) is equal
to the amount required to fully pay and discharge all outstanding First Lien Obligations (principal, premium,
if any, and interest) or (ii) the First Lien Obligations are no longer outstanding.
(c) Accrued interest and capitalized interest, if any, received from the purchaser of any First Lien
Obligation shall be taken into consideration and reduce the amount of the deposits and credits hereinabove
required into the Interest and Sinking Fund.
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187
Section 11. 2023 RESERVE FUND.
(a) There is hereby created and ordered held at a Depository of the Issuer, for the benefit of the
Bonds, the 2023 Reserve Fund. In accordance with Section 9, the Issuer shall deposit and credit to the 2023
Reserve Fund amounts required to maintain the balance in the 2023 Reserve Fund in an amount equal to the
Average Annual Debt Service Requirements on the Bonds (the "Required Reserve Amount"). The Required
Reserve Amount shall be maintained in the 2023 Reserve Fund at all times after the delivery of the Bonds.
There shall be deposited into the 2023 Reserve Fund any Reserve Fund Obligations so designated by the
Issuer. All funds, investments and Reserve Fund Obligations on deposit and credited to the 2023 Reserve
Fund shall be used solely for (i) the payment of the principal of and interest on the Bonds, when and to the
extent other funds available for such purposes are insufficient, (ii) to make Reserve Fund Obligation
Payments, and (iii) to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds.
(b) When and for so long as the cash, investments and Reserve Fund Obligations in the 2023 Reserve
Fund equal the Required Reserve Amount or the portion then required to be on deposit therein, no deposits
need be made to the credit of the 2023 Reserve Fund; but, if and when the 2023 Reserve Fund at any time
contains less than the Required Reserve Amount then required to be on deposit therein, the Issuer covenants
and agrees that the Issuer shall cure the deficiency in the 2023 Reserve Fund by making Required Reserve
Fund Deposits to such fund from the Pledged Revenues in accordance with Section 9 by monthly deposits in
amounts equal to not less than 1/60th of the Required Reserve Amount, with any such deficiency payments
being made on or before the last day of each month until the Required Reserve Amount has been fully funded
or restored. In addition, in the event that a portion of the Required Reserve Amount is represented by a
Reserve Fund Obligation, the Required Reserve Amount shall be restored as soon as possible from monthly
deposits of Pledged Revenues on deposit in the System Fund in accordance with Section 9, but subject to
making the full deposits and credits to the Interest and Sinking Fund required to be made by Section 10. The
Issuer further covenants and agrees that, subject only to the prior deposits to be made to the Interest and
Sinking Fund, the Pledged Revenues shall be applied and appropriated and used to establish and maintain the
Required Reserve Amount, including by paying Reserve Fund Obligation Payments when due, and any
reserve established for the benefit of any issue or series of Additional First Lien Obligations and to cure any
deficiency in such amounts as required by the terms of this Ordinance and any other ordinance pertaining to
the issuance of Additional First Lien Obligations. Reimbursements to the provider, if any, of a Reserve Fund
Obligation shall constitute the making up of a deficiency in the 2023 Reserve Fund to the extent that such
reimbursements result in the reinstatement, in whole or in part, as the case may be, of the amount of the
Reserve Fund Obligation.
(c) Earnings and income derived from the investment of amounts held for the credit of the 2023
Reserve Fund shall be retained in the 2023 Reserve Fund until the 2023 Reserve Fund contains the Required
Reserve Amount. During such time as the 2023 Reserve Fund contains the Required Reserve Amount or any
cash or Permitted Investment is replaced with a Reserve Fund Obligation pursuant to subsection (d) below,
the Issuer may, at its option, withdraw all surplus funds in the 2023 Reserve Fund and deposit such surplus in
the System Fund; provided that the face amount of any Reserve Fund Obligation may be reduced at the option
of the Issuer in lieu of such transfer. Notwithstanding the foregoing, any surplus funds in the 2023 Reserve
Fund that consist of proceeds of the Bonds or interest thereon shall be used for purposes for which the Bonds
were issued or deposited to the Interest and Sinking Fund.
(d) The Issuer may at any time deposit, supplement, replace or substitute a Reserve Fund Obligation
for cash or Permitted Investments on deposit in the 2023 Reserve Fund or in substitution for or replacement of
any existing Reserve Fund Obligation, provided, that the deposit, supplement, replacement or substitution of
the Reserve Fund Obligation will not, in and of itself, cause any ratings then assigned to the Bonds by any
Rating Agency to be lowered and the ordinance authorizing the substitution of the Reserve Fund Obligation
for all or part of the Required Reserve Amount contains a finding that such substitution is cost effective.
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Notwithstanding any other provision of this Ordinance, if a Reserve Fund Obligation is utilized in connection
with the Bonds after the issuance date of the Bonds, the Issuer must specifically approve any such Reserve
Fund Obligation and any such Reserve Fund Obligation must be submitted to the Attorney General of Texas
(if submission is then required by law) for approval.
(e) If the Issuer is required to make a withdrawal from the 2023 Reserve Fund for any of the
purposes described in this Section, the Issuer shall promptly notify the issuer of such Reserve Fund Obligation
of the necessity for a withdrawal from the 2023 Reserve Fund for any such purposes, and shall make such
withdrawal FIRST from available moneys or Permitted Investments then on deposit in the 2023 Reserve
Fund, and NEXT from a drawing under any Reserve Fund Obligation to the extent of such deficiency.
(f) In the event there is a draw upon the Reserve Fund Obligation, the Issuer shall reimburse the
issuer of such Reserve Fund Obligation for such draw, in accordance with the terms of any agreement
pursuant to which the Reserve Fund Obligation is used, from Pledged Revenues, however, such
reimbursement from Pledged Revenues shall be in accordance with the provisions of Section I I (b) hereof and
shall be subordinate and junior in right of payment to the payment of principal of and premium, if any, and
interest on the then outstanding First Lien Obligations.
(g) The Issuer may create and establish a debt service reserve fund pursuant to the provisions of any
ordinance or other instrument authorizing the issuance of First Lien Obligations for the purpose of securing
that particular issue or series of First Lien Obligations or any specific group of issues or series of First Lien
Obligations (including the combining of debt service reserve funds for First Lien Obligations so long as the
requirements of each ordinance authorizing such First Lien Obligations are satisfied), and the amounts once
deposited or credited to said debt service reserve funds shall no longer constitute Pledged Revenues and shall
be held solely for the benefit of the owners of the particular First Lien Obligations for which such debt service
reserve fund was established. Each debt service reserve fund shall receive a pro rata amount of the Pledged
Revenues after the requirements of the Interest and Sinking Fund, which secures all First Lien Obligations,
have first been met. Each such debt service reserve fund shall be designated in such manner as is necessary to
identify the First Lien Obligations it secures and to distinguish such debt service reserve fund from the debt
service reserve funds created for the benefit of other First Lien Obligations. Each ordinance authorizing the
issuance of First Lien Obligations that are to be secured by a debt service reserve fund shall specify the
amount or a manner of calculating the amount to be held and maintained on deposit therein.
Section 12. DEFICIENCIES; EXCESS PLEDGED REVENUES.
(a) Deficiencies. If on any occasion there shall not be sufficient Pledged Revenues (after making all
payments pertaining to all First Lien Obligations) to make the required deposits and credits to the Interest and
Sinking Fund and the 2023 Reserve Fund, then such deficiency shall be cured as soon as possible from the
next available unallocated Pledged Revenues, or from any other sources available for such purpose, and such
deposits and credits shall be in addition to the amounts otherwise required to be deposited and credited to
such funds.
(b) Excess Pledged Revenues. Subject to making the deposits and credits required by this Ordinance
or any ordinances authorizing the issuance of Additional First Lien Obligations, or the payments and credits
required by the provisions of the ordinances authorizing the issuance of Subordinate Lien Obligations
heretofore or hereafter issued by the Issuer, the excess Pledged Revenues may be used for any lawful purpose.
Section 13. INVESTMENT OF FUNDS; VALUATION; FUNDS SECURED; TRANSFER OF
INVESTMENT INCOME.
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(a) Moneys in any fund established pursuant to this Ordinance may, at the option of the Issuer, be
invested in Permitted Investments, provided that all such deposits and investments shall have a market value
exclusive of accrued interest at all times at least equal to the amount of money credited to such funds, and
shall be made in such manner that the money required to be expended from any Fund will be available at the
proper time or times. Moneys in the 2023 Reserve Fund shall not be invested in securities maturing later than
the final maturity of the Bonds. Such investments shall be valued in terms of current market value as of the
last day of each Year, except that direct obligations of the United States (State and Local Government Series)
in book -entry form shall be continuously valued at their par or face principal amount. Such investments shall
be sold promptly when necessary to prevent any default in connection with the Bonds or any Additional First
Lien Obligations issued. To the extent not invested, moneys in any fund established pursuant to this
Ordinance shall be secured in the manner prescribed by law for securing funds of the Issuer.
(b) All interest and income derived from such investments (other than interest and income derived
from amounts credited to the 2023 Reserve Fund or any other reserve fund created in accordance with Section
I I (g) hereof, if the 2023 Reserve Fund or such other reserve fund, as the case may be, does not contain the
Required Reserve Amount or the First Lien Obligation Reserve Requirement, as the case may be) shall be
credited to the System Fund semi-annually and shall constitute Gross Revenues.
Section 14. PAYMENT OF FIRST LIEN OBLIGATIONS. While any of the First Lien Obligations
are outstanding, the Issuer shall transfer to the respective paying agent/registrar therefor, from funds on
deposit in and credited to the Interest and Sinking Fund, and, if necessary, in the 2023 Reserve Fund with
respect to the Bonds, amounts sufficient to fully pay and discharge promptly the interest on and principal of
the First Lien Obligations as shall become due on each interest or principal payment date, or date of
redemption of the First Lien Obligations; such transfer of funds must be made in such manner as will cause
immediately available funds to be deposited with each respective paying agent/registrar for the First Lien
Obligations not later than the business day next preceding the date such payment is due on the First Lien
Obligations. The Paying Agent/Registrar shall destroy all paid First Lien Obligations and furnish the Issuer
with an appropriate certificate of cancellation or destruction.
Section 15. ISSUER COVENANTS. The Issuer further covenants and agrees that in accordance
with and to the extent required or permitted by law:
(a) Performance. It will faithfully perform at all times any and all covenants, undertakings,
stipulations and provisions contained in any ordinance authorizing the issuance of First Lien Obligations,
including this Ordinance, and in each and every First Lien Obligation; it will promptly pay or cause to be paid
the principal of and interest on every First Lien Obligation on the dates and in the places and manner
prescribed in such ordinances and obligations; and it will, at the times and in the manner prescribed, deposit
and credit or cause to be deposited and credited the amounts required to be deposited and credited to the
Interest and Sinking Fund and the 2023 Reserve Fund.
(b) Issuer's Legal Authority. It is a duly created and existing home rule city of the State of Texas,
and is duly authorized under the laws of the State of Texas to issue the Bonds; that all action on its part for the
issuance of the Bonds has been duly and effectively taken, and that the Bonds in the hands of the Holders
thereof are and will be valid and enforceable special obligations of the Issuer in accordance with their terms.
(c) Title. It has or will obtain lawful title to the lands, buildings, structures and facilities constituting
the System, that it warrants that it will defend the title to all the aforesaid lands, buildings, structures and
facilities, and every part thereof, for the benefit of the Holders of the First Lien Obligations, against the claims
and demands of all persons whomsoever, that it is lawfully qualified to pledge the Pledged Revenues to the
payment of the First Lien Obligations in the manner prescribed herein, and has lawfully exercised such rights.
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(d) Liens. It will from time to time and before the same become delinquent pay and discharge all
taxes, assessments and governmental charges, if any, which shall be lawfully imposed upon it, or the System;
it will pay all lawful claims for rents, royalties, labor, materials and supplies which if unpaid might by law
become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that
the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will
not create or suffer to be created any mechanic's, laborer's, materialman's or other lien or charge which might
or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or
could be impaired; provided, however, that no such tax, assessment or charge, and that no such claims which
might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall be required
to be paid so long as the validity of the same shall be contested in good faith by the Issuer.
(e) Operation of System; No Free Service. It will, while any First Lien Obligations are outstanding,
continuously and efficiently operate the System, and shall maintain the System in good condition, repair and
working order, all at reasonable cost. No free service of the System shall be allowed, and should the Issuer or
any of its agencies or instrumentalities make use of the services and facilities of the System, payment of the
reasonable value shall be made by the Issuer out of funds from sources other than the Gross Revenues of the
System, unless made from surplus or excess Pledged Revenues as permitted in Section 12.
(f) Further Encumbrance. While any First Lien Obligations are outstanding, it will not additionally
encumber the Pledged Revenues in any manner, except as permitted in this Ordinance in connection with
Additional First Lien Obligations, unless said encumbrance is made junior and subordinate in all respects to
the liens, pledges, covenants and agreements of this Ordinance; but the right of the Issuer to issue or incur
obligations payable from a subordinate lien on the Pledged Revenues is specifically recognized and retained.
(g) Sale or Disposal of Property. While any First Lien Obligations are outstanding, it will not sell,
convey, mortgage, encumber, lease or in any manner transfer title to, or release without due consideration in
whole or in part contractual rights constituting part of the System, or any significant or substantial part
thereof; provided that whenever the Issuer deems it necessary to dispose of any other property, machinery,
fixtures or equipment, it may sell or otherwise dispose of such property, machinery, fixtures or equipment
when it has made arrangements to replace the same or provide substitutes therefor, unless it is determined that
no such replacement or substitute is necessary. Proceeds from any sale hereunder not used to replace or
provide for substitution of such property sold, shall be used for improvements to the System or to purchase or
redeem First Lien Obligations.
(h) Insurance. (1) The Issuer shall insure such parts of the System as would usually be insured by
corporations operating like properties, with responsible insurance companies, against loss to the extent
insurance is usually carried by corporations operating like properties. To the extent reasonably obtainable, it
shall include insurance against the perils of fire, extended coverage and flooding and use and occupancy
insurance. Public liability and property damage insurance shall also be carried unless the Issuer's attorney
gives a written opinion to the effect that the Issuer is not liable for claims which would be protected by such
insurance. At any time while any contractor engaged in construction work shall be fully responsible therefor,
the Issuer shall not be required to carry insurance on the work being constructed if the contractor is required
to carry appropriate insurance. All such policies shall be open to the inspection of the bondholders and their
agents and representatives at all reasonable times. Upon the happening of any loss or damage covered by
insurance from one or more of said causes, the Issuer shall make due proof of loss and shall do all things
necessary or desirable to cause the insuring companies to make payment in full directly to the Issuer. The
proceeds of insurance covering such property, together with any other funds necessary and available for such
purpose, shall be used forthwith by the Issuer for repairing the property damaged or replacing the property
destroyed; provided, however, that if said insurance proceeds and other funds are insufficient for such
purpose, then said insurance proceeds pertaining to the System shall be used promptly as follows:
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(i) for the redemption prior to maturity of the First Lien Obligations, ratably in the
proportion that the outstanding principal of each series of First Lien Obligations bears to the total
outstanding principal of all First Lien Obligations, provided that, if on any such occasion the
principal of any such series is not subject to redemption, it shall not be regarded as outstanding in
making the foregoing computation; or
(ii) if none of the outstanding First Lien Obligations is subject to redemption, then for the
purchase on the open market and retirement of said First Lien Obligations in the same proportion as
prescribed in the foregoing clause (i), to the extent practicable; provided, however, that the purchase
price for any First Lien Obligation shall not exceed the redemption price of such First Lien
Obligation on the first date upon which it becomes subject to redemption; or
(iii) to the extent that the foregoing clauses (i) and (ii) cannot be complied with at the time,
the insurance proceeds, or the remainder thereof, shall be deposited in a special and separate trust
fund, at a Depository, to be designated the Insurance Account. The Insurance Account shall be held
until such time as the foregoing clauses (i) and/or (ii) can be complied with, or until other funds
become available which, together with the Insurance Account, will be sufficient to make the repairs
or replacements originally required, whichever of said events occurs first.
(2) The foregoing provisions of (1) above notwithstanding, the Issuer shall have authority to
enter into coinsurance or similar plans where risk of loss is shared in whole or in part by the Issuer.
(3) The annual audit hereinafter required shall contain a section commenting on whether or not
the Issuer has complied with the requirements of this Section with respect to the maintenance of insurance,
and listing all policies carried, and whether or not all insurance premiums upon the insurance policies to
which reference is hereinbefore made have been paid.
(i) Governmental Agencies. n�. It will comply with all of the terms and conditions of any and all
franchises, permits and authorizations applicable to or necessary with respect to the System, and which have
been obtained from any governmental agency; and the Issuer has or will obtain and keep in full force and
effect all franchises, permits, authorization and other requirements applicable to or necessary with respect to
the acquisition, construction, equipment, operation and maintenance of the System.
0) No Competition. That so far as it legally may, it will not grant any franchise or permit for the
acquisition, construction or operation of any competing facilities which might be used as a substitute for the
System's facilities and, to the extent that it legally may, the Issuer will prohibit any such competing facilities.
(k) Records. It will keep proper books of record and account in which full, true and correct entries
will be made of all dealings, activities and transactions relating to the System, the Pledged Revenues, and the
funds created pursuant to this Ordinance, and all books, documents and vouchers relating thereto shall at all
reasonable times be made available for inspection upon request of a Holder of First Lien Obligations.
(1) Audits. After the close of each Year while any First Lien Obligation is outstanding, it will cause
an audit to be made of the books and accounts relating to the Authority, including the System and the Pledged
Revenues by an Accountant. As soon as practicable after the close of each such Year, and when said audit
has been completed and made available to the Issuer, a copy of such audit for the preceding Year shall be
mailed to the Municipal Advisory Council of Texas. Such annual audit reports shall be open to the inspection
of the Holders of First Lien Obligations and their agents and representatives at all reasonable times.
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(m) Rate Covenant. It will fix, establish, maintain and collect such rates, charges and fees for the use
and availability of the System at all times as are necessary to produce Gross Revenues equal to the greater of
amounts sufficient:
(a) (1) to pay all current Operating Expenses, and (2) to produce Net Revenues for each Year at
least equal to 1.20 times the Average Annual Debt Service Requirements of all then outstanding
First Lien Obligations, or
(b) to pay the sum of: (i) all current Operating Expenses, (ii) the Average Annual Debt Service
Requirements of all then outstanding First Lien Obligations and Subordinate Lien Obligations,
(iii) required deposits to a reserve fund for any First Lien Obligations and Subordinate Lien
Obligations then outstanding, and (iv) amounts required to pay all other obligations of the
System reasonably anticipated to be paid from Gross Revenues during the current Year.
Section 16. ISSUANCE OF ADDITIONAL FIRST LIEN OBLIGATIONS.
(a) The Issuer shall have the right and power at any time and from time to time and in one or more
series or issues, to authorize, issue and deliver Additional First Lien Obligations, in accordance with law, in
any amounts, for purposes of extending, improving or repairing the System or for the purpose of refunding of
any First Lien Obligations, Subordinate Lien Obligations or other obligations of the Issuer incurred in
connection with the ownership or operation of the System. Such Additional First Lien Obligations, if and
when authorized, issued and delivered in accordance with this Ordinance, shall be secured by and made
payable equally and ratably on a parity with all other First Lien Obligations at the time outstanding and
unpaid, from a first lien on and pledge of the Pledged Revenues herein granted.
(b) The Interest and Sinking Fund shall secure and be used to pay all First Lien Obligations. Each
ordinance under which Additional First Lien Obligations are issued shall provide and require that, in addition
to the amounts required by the provisions of this Ordinance and the provisions of any other ordinance or
ordinances authorizing Additional First Lien Obligations to be deposited to the credit of the Interest and
Sinking Fund, the Issuer shall deposit to the credit of the Interest and Sinking Fund at least such amounts as
are required for the payment of all principal of and interest on said Additional First Lien Obligations then
being issued, as the same come due.
(c) Additional First Lien Obligations shall be issued only in accordance with this Ordinance, but
notwithstanding any provisions of this Ordinance to the contrary, no installment, series or issue of Additional
First Lien Obligations shall be issued or delivered unless:
(i) The Designated Financial Officer shall have executed a certificate stating (A) (i) that, to the best
of such person's knowledge and belief, the Issuer is not then in default as to any covenant or
requirement contained in any ordinance authorizing the issuance of outstanding First Lien
Obligations, and (ii) payments into all special funds or accounts created and established for the
payment and security of all outstanding First Lien Obligations have been made and that the amounts
on deposit in such special funds or accounts are the amounts then required to be on deposit therein or
(B) the application of the proceeds of sale of such obligations then being issued will cure any such
default or deficiency; and
(ii) The Designated Financial Officer shall have executed a certificate stating that based on the books
and records of the Issuer, during either the preceding Year, or any twelve (12) consecutive months
out of the fifteen (15) months immediately preceding the date of the then proposed Additional First
Lien Obligations, the Net Earnings are at least equal to 1.20 times the Average Annual Debt Service
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Requirements (computed on a fiscal year basis) of the First Lien Obligations to be outstanding after
the issuance of the then proposed Additional First Lien Obligations.
(d) If the proceeds of the Additional First Lien Obligations are to be used to construct or acquire a
Capital Addition, the following two certificates may be provided in lieu of the certificate required by (c)(ii)
above:
(i) The Designated Financial Officer shall have executed a certificate stating that based on the books
and records of the Issuer, during either the preceding Year, or any twelve (12) consecutive months
out of the fifteen (15) months immediately preceding the date of the then proposed Additional First
Lien Obligations, the Net Earnings are at least equal to 1.20 times the Average Annual Debt Service
Requirements (computed on a fiscal year basis) of the First Lien Obligations to be outstanding at the
time of issuance of the Additional First Lien Obligations then being issued; and
(ii) a certificate of an Accountant to the effect that the projected Net Earnings will be, in his or its
opinion, for each of the five (5) Years subsequent to the date the Capital Addition becomes
commercially operative (as estimated in the engineering report pertaining thereto) equal to at least
1.20 times the Average Annual Debt Service Requirements for First Lien Obligations then
outstanding and all Additional First Lien Obligations estimated to be issued, if any, for all
improvements to the System and for all Capital Additions then in progress or then being initiated
during the period from the date the first series of obligations for the Capital Addition is to be
delivered through the fifth Year subsequent to the date the Capital Addition is estimated to become
commercially operative.
(e) In making a determination of Net Earnings for any of the purposes described in this Section, the
Designated Financial Officer may take into consideration a change in the rates and charges for services and
facilities afforded by the System that became effective at least sixty (60) days prior to the date the ordinance
authorizing the issuance of the Additional First Lien Obligations is adopted and, for purposes of satisfying the
Net Earnings tests described above, make a pro forma determination of the Net Earnings of the System for the
period of time covered by said Designated Financial Officer's certification or opinion based on such change
in rates and charges being in effect for the entire period covered by said Designated Financial Officer's
certificate or opinion.
(f) First Lien Obligations may be refunded (pursuant to any law then available) upon such terms and
conditions as the Issuer may deem to be in the best interest of the Issuer and its inhabitants, and if less than all
such outstanding First Lien Obligations are refunded, the proposed refunding bonds shall be considered as
"Additional First Lien Obligations" under the provisions of this Section and the certificate required in
subsection (c)(ii) shall give effect to the issuance of the proposed refunding bonds (and shall not give effect to
the bonds being refunded following their cancellation or provision being made for their payment).
(g) All calculations of Average Annual Debt Service Requirements made pursuant to this Section
shall be made as of and from the date of the Additional First Lien Obligations then proposed to be issued.
Section 17. NO ISSUANCE OF OBLIGATIONS SENIOR TO THE FIRST LIEN OBLIGATIONS.
That the Issuer covenants and agrees that it will not issue any obligations payable from and secured, in whole
or in part, by a lien on and pledge of the Pledged Revenues, senior in rank and dignity to the lien on and
pledge of such Pledged Revenues securing the payment of the First Lien Obligations, it being the intent of the
Issuer that upon the issuance of the Bonds, the Issuer will finance improvements and extensions of the System
and refinance obligations issued for the purpose of improving and extending the System with First Lien
Obligations.
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Section 18. ISSUANCE OF SUBORDINATE OBLIGATIONS. The Issuer hereby reserves the right
to issue, at any time, obligations including, but not limited to, Subordinate Lien Obligations, payable from and
equally and ratably secured, in whole or in part, by a lien on and pledge of the Pledged Revenues, subordinate
and inferior in rank and dignity to the lien on and pledge of such Pledged Revenues securing the payment of
the First Lien Obligations, as may be authorized by the laws of the State of Texas.
Section 19. ISSUANCE OF SPECIAL PROJECT BONDS. Nothing in this Ordinance shall be
construed to deny the Issuer the right and it shall retain, and hereby reserves unto itself, the right to issue
Special Project Bonds secured by liens on and pledges of revenues and proceeds derived from Special
Projects.
Section 20. DEFEASANCE OF BONDS.
(a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding
(a "Defeased Bond") within the meaning ofthis Ordinance, except to the extent provided in subsection (d) of
this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such
due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in
accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by
irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow
agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the
United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to
principal and interest in such amounts and at such times as will insure the availability, without reinvestment,
of sufficient money to provide for such payment, and when proper arrangements have been made by the
Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have
become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as
aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the
benefits of, the funds created and the revenues herein pledged as provided in this Ordinance, and such
principal and interest shall be payable solely from such money or Defeasance Securities. Notwithstanding
any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to
redeem Defeased Bonds that is made in conjunction with the payment arrangements specified in Subsection
(a)(i) or (ii) of this Section shall not be irrevocable, provided that: (1) in the proceedings providing for such
payment arrangements, the Issuer expressly reserves the right to call the Defeased Bonds for redemption; (2)
gives notice of the reservation of that right to the owners of the Defeased Bonds immediately following the
making of the payment arrangements; and (3) directs that notice of the reservation be included in any
redemption notices that it authorizes.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the
Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and
all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for
the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall
be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement
pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may
contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the
substitution of other Defeasance Securities upon the satisfaction of the requirements specified in Subsection
(a)(i) or (ii) of this Section. All income from such Defeasance Securities received by the Paying
Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such
money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer.
(c) The term "Defeasance Securities" means any securities and obligations now or hereafter
authorized by the laws of the State of Texas that are eligible to refund, retire or otherwise discharge
obligations such as the Bonds.
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(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall
perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been
defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by
this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a
maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such
random method as it deems fair and appropriate.
Section 21. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Bond of the
same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond,
in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost,
stolen or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In
every case of loss, theft or destruction of a Bond, the registered owner applying for a replacement Bond shall
furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them
to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft
or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar
evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case
of damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for
cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any
such Bond shall have matured, and no default has occurred that is then continuing in the payment of the
principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the
same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a
replacement Bond, provided security or indemnity is furnished as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the
Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other
expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section
by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the
Issuer whether or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by
anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all
other Bonds duly issued under this Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Section 1206.022, Government
Code, this Section 21 of this Ordinance shall constitute authority for the issuance of any such replacement
Bond without necessity of further action by the governing body of the Issuer or any other body or person, and
the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and
manner and with the effect, as provided in Section 4(a) of this Ordinance for Bonds issued in conversion and
exchange for other Bonds.
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Section 22. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S
OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED;
ENGAGEMENT OF BOND COUNSEL.
(a) The Mayor of the Issuer is hereby authorized to have control of the Bonds initially issued and
delivered hereunder and all necessary records and proceedings pertaining to the Bonds pending their delivery
and their investigation, examination, and approval by the Attorney General of the State of Texas, and their
registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Bonds said
Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually
sign the Comptroller's Registration Certificate attached to such Bonds, and the seal of said Comptroller shall
be impressed, or placed in facsimile, on such Bond. The approving legal opinion of the Issuer's Bond
Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Bonds issued and
delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience
and information of the registered owners of the Bonds. In addition, if bond insurance is obtained, the Bonds
may bear an appropriate legend as provided by the insurer.
(b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to the initial
purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond
counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the
Bonds to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection with
issuance, sale and delivery of the Bonds is hereby approved and confirmed.
Section 23. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS.
(a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any
action that would adversely affect, the treatment of the Bonds as obligations described in section 103 of the
Code, the interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the Issuer covenants as follows:
(1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds
(less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined
in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed
or refinanced by the Bonds or the Refunded Bonds (the "Project") are so used, such amounts,
whether or not received by the Issuer, with respect to such private business use, do not, under the
terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for
the payment of more than 10 percent of the debt service on the Bonds, in contravention of section
141(b)(2) of the Code;
(2) to take any action to assure that in the event that the "private business use" described in
subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed
therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent
is used for a "private business use" that is "related" and not "disproportionate," within the meaning of
section 141(b)(3) of the Code, to the governmental use;
(3) to take any action to assure that no amount that is greater than the lesser of $5,000,000,
or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is
directly or indirectly used to finance loans to persons, other than state or local governmental units, in
contravention of section 141(c) of the Code;
(4) to refrain from taking any action that would otherwise result in the Bonds being treated
as "private activity bonds" within the meaning of section 141(b) of the Code;
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(5) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of section 149(b) of the Code;
(6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to
acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as
defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the
Bonds, other than investment property acquired with -
(A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or
less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are
needed for the purpose for which the Bonds are issued, and in the case of a current refunding
bond, for a period of 90 days or less,
(B) amounts invested in a bona fide debt service fund, within the meaning of section
1.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement fund to the
extent such amounts do not exceed 10 percent of the proceeds of the Bonds;
(7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds
of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of
section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the
Code (relating to advance refundings); and
(8) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the
"Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States
of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount
then required to be paid as a result of Excess Earnings under section 148(f) of the Code.
(b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate Fund"
is hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall
not be subject to the claim of any other person, including without limitation the Bondholders. The Rebate
Fund is established for the additional purpose of compliance with section 148 of the Code.
(c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer
understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations
and, in the case of the Bonds, transferred proceeds (if any) and proceeds of the Refunded Bonds expended
prior to the date of issuance of the Bonds. It is the understanding of the Issuer that the covenants contained
herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the
U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter
promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be
required to comply with any covenant contained herein to the extent that such failure to comply, in the
opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are
hereafter promulgated that impose additional requirements applicable to the Bonds, the Issuer agrees to
comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond
counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of
the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor or Pricing
Officer to execute any documents, certificates or reports required by the Code and to make such elections, on
behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of
the Bonds.
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(d) Disposition of Projects. The Issuer covenants that the property constituting the Projects will not
be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other
compensation, unless the Issuer obtains an opinion of nationally -recognized bond counsel that such sale or
other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing,
the portion of the property comprising personal property and disposed in the ordinary course shall not be
treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer
shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply
will not adversely affect the excludability for federal income tax purposes from gross income of the interest.
Section 24. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; INSURANCE;
FURTHER PROCEDURES.
(a) The Bonds are hereby sold and shall be delivered to Hilltop Securities Inc. (the "Purchaser") for
the purchase price of $10,901,931.04 (representing the par amount of the Bonds of $10,155,000, plus a net
original issue premium of $849,093.85 and less a Purchaser's discount on the Bonds of $102,162.81). It is
hereby officially found, determined, and declared that the terms of this sale are the most advantageous
reasonably obtainable. The Initial Bond shall be registered in the name of the Purchaser.
(b) It is hereby officially found, determined and declared that the Bonds have been sold at public sale
to the bidder offering the lowest interest cost, after receiving sealed bids pursuant to an Official Notice of Sale
and Bidding Instructions. It is further officially found, determined and declared that the Bonds have been
offered pursuant to a Preliminary Official Statement dated April 14, 2023, prepared and distributed in
connection with the sale of the Bonds. Said Preliminary Official Statement, the Official Statement dated
April 14, 2023, and any addenda, supplement or amendment thereto, have been and are hereby approved by
the governing body of the Issuer, and its use in the offer and sale of the Bonds is hereby approved. It is
further officially found, determined and declared that the statements and representations contained in said
Official Statement are true and correct in all material respects, to the best knowledge and belief of the City
Council.
(c) The Mayor, City Manager, Director of Finance, City Secretary and all other officers, employees
and agents of the Issuer, and each of them, shall be and they are hereby 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 on behalf of the Issuer a Paying Agent/Registrar Agreement with
the Paying Agent/Registrar and all other instruments, whether or not herein mentioned, as may be necessary
or desirable in order to carry out the terms and provisions of this Ordinance, the Bonds, the sale of the Bonds
and the Official Statement. In case any officer whose signature shall appear on any Bond shall cease to be
such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all
purposes the same as if such officer had remained in office until such delivery.
Section 25. DEFAULT AND REMEDIES
(a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance
is hereby declared to be an Event of Default:
(i) the failure to make payment of the principal of or interest on any of the Bonds when the
same becomes due and payable; or
(ii) default in the performance or observance of any other covenant, agreement or obligation
of the Issuer, the failure to perform which materially, adversely affects the rights of the registered
owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance
with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default
is given by any Registered Owner to the Issuer.
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(b) Remedies for Default.
(i) Upon the happening of any Event of Default, then and in every case, any Registered
Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees
therefor, may proceed against the Issuer for the purpose of protecting and enforcing the rights of the
Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in
equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the
specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or
thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any
combination of such remedies.
(ii) It is provided that all such proceedings shall be instituted and maintained for the equal
benefit of all Registered Owners of Bonds then outstanding.
(c) Remedies Not Exclusive.
(i) No remedy herein conferred or reserved is intended to be exclusive of any other available
remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in
equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to
accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance.
(ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of
any other available remedy.
(iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered
Owner agrees that the certifications required to effectuate any covenants or representations contained
in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or
charge against the officers, employees or trustees of the Issuer or the City Council.
(iv) None of the members of the City Council, nor any other official or officer, agent, or
employee of the Issuer, shall be charged personally by the registered owners with any liability, or be
held personally liable to the registered owners under any term or provision of this Ordinance, or
because of any Event of Default or alleged Event of Default under this Ordinance.
Section 26. COMPLIANCE WITH RULE 15c2-12.
(a) Definitions. As used in this Section, the following terms have the meanings ascribed to such
terms below:
"Financial Obligation" means a (i) debt obligation; (ii) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (iii) a guarantee of (i) or (ii); provided however, that a "financial obligation' shall not
include municipal securities as to which a final official statement (as defined in the Rule) has been
provided to the MSRB consistent with the Rule.
"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.
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(b) Annual Reports.
(i) The Issuer shall provide annually to the MSRB, in an electronic format as prescribed by
the MSRB, within six months after the end of each fiscal year ending in or after 2023, financial
information and operating data with respect to the Issuer of the general type included in Tables 1
through 9 in the Official Statement authorized by this Ordinance. The Issuer will additionally
provide audited financial statements when and if available, and in any event, within 12 months after
the end of each fiscal year ending in or after 2023. If the audit of such financial statements is not
complete within 12 months after any such fiscal year end, then the Issuer will file unaudited financial
statements within such 12-month period and audited financial statements for the applicable fiscal
year, when and ifthe audit report on such statements becomes available. Any financial statements so
to be provided shall be prepared in accordance with the accounting principles described in Appendix
B to the Official Statement, or such other accounting principles as the Issuer may be required to
employ from time to time pursuant to state law or regulation.
(ii) If the Issuer 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 Issuer otherwise would be
required to provide financial information and operating data pursuant to this Section. The financial
information and operating data to be provided pursuant to this Section may be set forth in full in one
or more documents or may be included by specific reference to any document that is available to the
public on the MSRB's internet website or filed with the SEC. All documents provided to the MSRB
pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB.
(c) Event Notices. The Issuer shall notify the MSRB, in a timely manner not in excess of ten
business days after the occurrence of the event, of any of the following events with respect to the Bonds:
1.
Principal and interest payment delinquencies;
2.
Non-payment related defaults, if material;
3.
Unscheduled draws on debt service reserves reflecting financial difficulties;
4.
Unscheduled draws on credit enhancements reflecting financial difficulties;
5.
Substitution of credit or liquidity providers, or their failure to perform;
6.
Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB)
or other material notices or determinations with respect to the tax status of the
Bonds, or other material events affecting the tax status of the Bonds;
7.
Modifications to rights of holders of the Bonds, if material;
8.
Bond calls, if material, and tender offers;
9.
Defeasances;
10.
Release, substitution, or sale of property securing repayment of the Bonds, if
material;
11.
Rating changes;
12.
Bankruptcy, insolvency, receivership or similar event of the Issuer;
13.
The consummation of a merger, consolidation, or acquisition involving the Issuer or
the sale of all or substantially all of the assets of the Issuer, 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;
14.
Appointment of a successor trustee or change in the name of the trustee, if material;
15.
Incurrence of a Financial Obligation of the Issuer, if material, or agreement to
covenants, events of default, remedies, priority rights, or other similar terms of a
Financial Obligation of the Issuer, any of which affect security holders, if material;
and
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16. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the Issuer, any of which
reflect financial difficulties.
For these purposes, any event described in the immediately preceding item (12) is considered to occur
when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in
a proceeding under the United States 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 Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and
officials or officers 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 ofthe assets or business of
the Issuer.
The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide financial
information or operating data in accordance with subsection (b) of this Section by the time required by
subsection (b).
(d) Limitations, Disclaimers, and Amendments.
(i) The Issuer shall be obligated to observe and perform the covenants specified in this
Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect
to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of
any deposit made in accordance with this Ordinance or applicable law that causes Bonds no longer to
be outstanding.
(ii) The provisions of this Section are for the sole benefit of the registered owners and
beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit
or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer
undertakes to provide only the financial information, operating data, financial statements, and notices
which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to
provide any other information that may be relevant or material to a complete presentation of the
Issuer's financial results, condition, or prospects or hereby undertake to update any information
provided in accordance with this Section or otherwise, except as expressly provided herein. The
Issuer does not make any representation or warranty concerning such information or its usefulness to
a decision to invest in or sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON,
IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM
ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS
PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND
REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section
shall comprise a breach of or default under this Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
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(v) Should the Rule be amended to obligate the Issuer to make filings with or provide notices
to entities other than the MSRB, the Issuer hereby agrees to undertake such obligation with respect to
the Bonds in accordance with the Rule as amended. The provisions of this Section may be amended
by the Issuer 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
Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an
underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the
Rule, taking into account any amendments or interpretations of the Rule since such offering as well
as such changed circumstances and (2) either (a) the registered 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 Bonds consent to such amendment or (b) a person
that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determined that such
amendment will not materially impair the interest of the registered owners and beneficial owners of
the Bonds. The Issuer may also amend or repeal the provisions of this continuing disclosure
agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final
jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent
that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or
selling Bonds in the primary offering of the Bonds. If the Issuer so amends the provisions of this
Section, it shall include with any amended financial information or operating data next provided in
accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for the
amendment and of the impact of any change in the type of financial information or operating data so
provided.
Section 27. METHOD OF AMENDMENT.
(a) That the owners of First Lien Obligations aggregating in principal amount 51 % of the aggregate
principal amount of then outstanding First Lien Obligations (for purposes of this sentence only, 100% of the
aggregate principal amount of First Lien Obligations which are insured by a bond insurance provider at the
time that the Issuer seeks approval of an amendment shall be deemed to be owned by such bond insurance
provider) shall have the right from time to time to approve any amendment to this Ordinance which may be
deemed necessary or desirable by the Issuer; provided, however, that without the consent of the owners of all
of the First Lien Obligations at the time outstanding, nothing herein contained shall permit or be construed to
permit the amendment of the terms and conditions in this Ordinance or in the First Lien Obligations so as to:
(1) Make any change in the maturity of any of the outstanding First Lien Obligations;
(2) Reduce the rate of interest borne by any of the outstanding First Lien Obligations;
(3) Reduce the amount of the principal payable on the outstanding First Lien
Obligations;
(4) Modify the terms of payment of principal of or interest on the outstanding First Lien
Obligations or impose any conditions with respect to such payment;
(5) Affect the rights of the holders of less than all of the First Lien Obligations then
outstanding;
(6) Change the minimum percentage of the principal amount of First Lien Obligations
necessary for consent to such amendment; or
(7) Amend this subsection (a) of this Section 27.
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(b) That if at any time the Issuer shall desire to amend the Ordinance under this Section, the Issuer
shall cause notice of the proposed amendment to be published in a financial newspaper or journal published in
the City of New York, New York, once during each calendar week for at least two (2) successive calendar
weeks. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy
thereof is on file at the principal office of the Paying Agent/Registrar for inspection by all owners of First
Lien Obligations. Such publication is not required, however, if notice in writing is given to each owner of
First Lien Obligations.
(c) That whenever at any time not less than thirty (30) days, and within one (1) year, from the date of
the first publication of said notice or other service of written notice the Issuer shall receive an instrument or
instruments executed by the owners of at least 51% in the aggregate principal amount of all First Lien
Obligations then outstanding, which instrument or instruments shall refer to the proposed amendment
described in said notice and which specifically consent to and approve such amendment in substantially the
form of the copy thereof on file with the Paying Agent/Registrar, the City Council may pass the amendatory
ordinance in substantially the same form.
(d) That upon the passage of any amendatory ordinance pursuant to the provisions of this Section, this
Ordinance shall be deemed to be amended in accordance with such amendatory ordinance, and the respective
rights, duties and obligations under this Ordinance of the Issuer and all the owners of then outstanding First
Lien Obligations and all future First Lien Obligations shall thereafter be determined, exercised and enforced
hereunder, subject in all respects to such amendments.
(e) That any consent given by the owner of a First Lien Obligation pursuant to the provisions of this
Section shall be irrevocable for a period of six (6) months from the date of the fast publication of the notice or
other service of written notice provided for in this Section, and shall be conclusive and binding upon all future
owners of the same First Lien Obligation during such period. Such consent may be revoked at any time after
six (6) months from the date of the first publication of such notice or other service of written notice by the
holder who gave such consent, or by a successor in title, by filing notice thereof with the paying
agent/registrar therefor and the Issuer, but such revocation shall not be effective if the owners of 5 1 % in
aggregate principal amount of the then outstanding First Lien Obligations as in this Section defined have,
prior to the attempted revocation, consented to and approve the amendment.
(f) The fact of the owning of First Lien Obligations issued in registered form without coupons and the
amounts and numbers of such First Lien Obligations and the date oftheir holding same shall be proved by the
Registration Books of the Paying Agent/Registrar. The Issuer may conclusively assume that such ownership
continues until such ownership is changed on the Registration Books.
(g) That the foregoing provisions of this Section notwithstanding, the Issuer by action of the City
Council may amend this Ordinance for any one or more of the following purposes:
(1) To add to the covenants and agreements of the Issuer in this Ordinance contained,
other covenants and agreements thereafter to be observed, grant additional rights or remedies to
bondholders or to surrender, restrict or limit any right or power herein reserved to or conferred upon
the Issuer;
(2) To make such provisions for the purpose of curing any ambiguity, or curing,
correcting or supplementing any defective provision contained in this Ordinance, or in regard to
clarifying matters or questions arising under this Ordinance, including, without limitation, those
matters described in Section 26(d)(v) hereof, or those matters necessary to obtain a rating on the
Bonds or to obtain the approving opinion of the Attorney General of Texas as required by law, as are
necessary or desirable and not contrary to or inconsistent with this Ordinance and which shall not
adversely affect the interests of the holders of the First Lien Obligations;
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(3) To make such amendments to this Ordinance as may be required, in the opinion of
nationally -recognized bond counsel selected by the Issuer, to ensure compliance with sections 103
and 141 through 150 of the Code and the regulations promulgated thereunder and applicable thereto;
(4) To modify any of the provisions of this Ordinance in any other respect whatever,
provided that (i) such modification shall be, and be expressed to be, effective only after all First Lien
Obligations outstanding at the date of the adoption of such modification shall cease to be outstanding,
and (ii) such modification shall be specifically referred to in the text of all First Lien Obligations
issued after the date of the adoption of such modification.
Section 28. CONSTRUCTION FUND. The Issuer hereby creates and establishes and shall maintain
on the books of the Issuer a separate fund to be entitled the "Series 2023 Bond Construction Fund" for use by
the Issuer for payment of all lawful costs associated with the acquisition and construction of the Project as
hereinbefore provided. Upon payment of all such costs, any moneys remaining on deposit in the Series 2023
Bond Construction Fund shall be transferred to the Interest and Sinking Fund.
Section 29. APPLICATION OF BOND PROCEEDS AND OTHER FUNDS. Proceeds from the sale
of the Bonds shall be deposited in the Series 2023 Bond Construction Fund and further disbursed, on the date
of closing, in the manner described in a letter of instructions or closing memorandum prepared by the Issuer's
bond counsel, financial advisor or the Purchaser of the Bonds. The foregoing notwithstanding, any proceeds
of the Bonds representing accrued interest or capitalized interest on the Bonds shall be deposited on the date
of closing into the Interest and Sinking Fund.
Section 30. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in
this Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional by a
court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of this
Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect.
Section 31. NO PERSONAL LIABILITY. No recourse shall be had for payment of the principal of
or interest on any Bonds or for any claim based thereon, or on this Ordinance, against any official or
employee of the Issuer or any person executing any Bond.
Section 32. OPEN MEETING. It is hereby officially found and determined that the meeting at which
this Ordinance was adopted was open to the public, and that public notice of the time, place and purpose of
said meeting was given, all as required by Chapter 551, Texas Government Code.
Section 33. IMMEDIATE EFFECTIVE DATE. This Ordinance shall take effect and be in force
immediately upon and after its adoption by the City Council in accordance with the provisions of Section
1201.028, Texas Government Code and the provisions of the City Charter of the Issuer, and it is accordingly
so ordained.
(Execution Page Follows)
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PASSED, APPROVED AND EFFECTIVE this April 25, 2023.
MI-1-AM
A"
City Secretary
City of Plainview, Texas [CITY SEAL]
City of Plainview, Texas Waterworks and Sewer System Revenue Bonds, Series 2023
Signature Page to Ordinance